SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TEXTRON INC
(Exact Name of Registrant as Specified in Its Charter)
Delaware 05-0315468
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
40 Westminster Street
Providence, Rhode Island 02903
(Address of Principal Executive Offices) (Zip Code)
TEXTRON 1994 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
THOMAS D. SOUTTER, ESQ.
Executive Vice President and General Counsel
Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
(Name and Address of Agent for Service)
401-421-2800
(Telephone Number, Including Area Code, of Agent for
Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registrati
to be Registered Offering Aggregate on Fee
Registered Price Per Offering
Share Price
Common 5,000,000 $49.1875 $245,937,5 $84,806.03
Stock .125 shares (1) 00 (1) (1)
per value
(1) Estimated in accordance with Rule 457(c) solely for the
purpose of calculating the reg- istration fee, on the basis
of the average of the high and low prices per share of the
Registrant's Common Stock on the New York Stock Exchange
Composite Tape on December 15, 1994.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference
in this registration statement:
(a) Textron's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994.
(b) Textron's Quarterly Reports on Form 10-Q for the
quarters ended April 2, July 2, and October 1, 1994.
(c) The descriptions of Textron's Common Stock and the
associated Preferred Stock Purchase Rights which are
contained in registration statements filed under the
Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such descriptions.
All documents subsequently filed by Textron and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law and
Article XII of Textron's By-Laws contain provisions for
indemnification of directors and officers in certain
circumstances, which may include indemnity against expenses,
including attorney's fees, and judgments, fines and amounts
paid in settlement under the Securities Act of 1933. Also,
Textron has obtained policies of directors' and officers'
liability insurance which contain additional provisions for
indemnification of directors and officers in certain
circumstances and has entered into indemnity agreements with
its directors and officers indemnifying them against certain
liabilities arising out of their service as officers or
directors of Textron and its affiliates.
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Item 7 Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
4 Restated Certificate of Incorporation of
Textron, as filed March 24, 1988, incorporated
by reference to Exhibit 3.1 to Textron's Annual
Report on Form 10-K for the fiscal year ended
January 2, 1988.
5 Opinion and Consent of Thomas D. Soutter, Esq.,
Executive Vice President and General Counsel of
Textron.
23 Consent of Ernst & Young LLP; reference is made
to Exhibit 5 for the consent of Thomas D.
Soutter, Esq.
24(a) Power of Attorney
24(b) Certified Resolutions of the Board of
Directors of Textron
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
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statement
relating to the securities offered therein, and the offering
of such securities at hat time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrants
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Providence, and
State of Rhode Island, on this 21st day of December, 1994.
TEXTRON INC.
(Registrant)
By:. /s/ W.Robert Kemp
W. Robert Kemp
Attorney-in-fact
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below on
the 21st day of December, 1994, by the following persons in
the capacities indicated.
Name Title
*
.........................
(James F. Hardymon) Chairman and Chief Executive Officer
(principal executive officer)
Director
*
........................
(Lewis B. Campbell) President and Chief Operating
Officer, Director
*
.......................
(H. Jesse Arnelle) Director
*
.......................
(R. Stuart Dickson) Director
*
.......................
(B. F. Dolan) Director
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*
.......................
(Webb C. Hayes, III) Director
*
......................
(John D. Macomber) Director
*
......................
(Barbara Scott Preiskel) Director
*
......................
(Sam F. Segnar) Director
*
......................
(Jean Head Sisco) Director
*
......................
(John W. Snow) Director
*
......................
(Martin D. Walker) Director
*
......................
(Thomas B. Wheeler) Director
*
......................
(Richard A. McWhirter) Executive Vice President
and Chief Financial Officer
(principal financial officer)
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*
......................
(William P. Janovitz) Vice President and Controller
(principal accounting officer)
*By../s/ W. Robert Kemp..................
W. Robert Kemp
Attorney-in-fact
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EXHIBIT INDEX
Exhibit No. Description
4 Restated Certificate of
Incorporation of Textron, as filed
March 24, 1988, incorporated by
reference to Exhibit 3.1 to
Textron's Annual Report on Form 10-
K for the fiscal year ended January
2, 1988.
5 Opinion and Consent of Thomas D.
Soutter, Esq., Executive Vice
President and General Counsel of
Textron.
23 Consent of Ernst & Young LLP;
reference is made to Exhibit 5 for
the consent of Thomas D. Soutter,
Esq.
24(a) Powers of Attorney
24(b) Certified Resolutions of the Board
of Directors of Textron.
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