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 1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Michael D. Cahn
Associate 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 Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share Price
Common Stock 8,500,000 shares $94.625(1) $804,312,500 $223,598.87
.125 per value
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration 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 May 6, 1999.
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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
2, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
registrant document referred to in (a) above.
(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 January 29,
1998, incorporated by reference to Exhibit 3.1 to Textron's Annual
Report on Form 10-K for the fiscal year ended January 3, 1998.
5 Opinion and Consent of Michael D. Cahn, Associate General Counsel.
23 Consent of Ernst & Young LLP.
24 Power of Attorney.
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 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.
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(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
registrant's 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 plan's 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 10th
day of May, 1999.
TEXTRON INC.
(Registrant)
By: s/ Michael D. Cahn
Michael D. Cahn
Associate General Counsel and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 10th day of May, 1999, by
the following persons in the capacities indicated.
Name Title
*
..........................
(Lewis B. Campbell) Chairman and Chief Executive
Officer
(principal executive officer)
Director
*
..........................
(John A. Janitz) President and Chief Operating
Officer, Director
*
..........................
(H. Jesse Arnelle) Director
*
..........................
(Teresa Beck) Director
*
..........................
(R. Stuart Dickson) Director
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*
..........................
(Lawrence K. Fish) Director
*
..........................
(Joe T. Ford) Director
*
..........................
(Paul E. Gagne) Director
*
..........................
(John D. Macomber) Director
*
..........................
(Dana G. Mead) Director
*
..........................
(Brian H. Rowe) Director
*
..........................
(Sam F. Segnar) Director
*
..........................
(Jean Head Sisco) Director
*
..........................
(Martin D. Walker) Director
..........................
(Thomas B. Wheeler) Director
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*
..........................
(Stephen L. Key) Executive Vice President
and Chief Financial Officer
(principal financial officer)
*
..........................
(Richard L. Yates) Vice President and Controller
(principal accounting officer)
*By: s/ Michael D. Cahn
Michael D. Cahn
Attorney-in-fact
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EXHIBIT INDEX
Exhibit No. Description
4 Restated Certificate of Incorporation of Textron, as
filed January 29, 1998, incorporated by reference to
Exhibit 3.1 to Textron's Annual Report on Form 10-K for
the fiscal year ended January 3, 1998.
5 Opinion and Consent of Michael D. Cahn, Associate
General Counsel of Textron.
23 Consent of Ernst & Young LLP.
24 Power of Attorney.