As filed with the Securities and Exchange Commission on September 18, 2001
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-1258310
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 West Lake Avenue
Glenview, Illinois 60025-5811
(Address of principal executive offices)
ITW BARGAINING SAVINGS AND INVESTMENT PLAN
(Full title of plan)
STEWART S. HUDNUT, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, ILLINOIS 60025-5811
(Name and address of agent for service)
(847) 724-7500
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
EDWARD SPACAPAN, JR.
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5500
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered Price Per Share Offering Price Fee
------------------------------------ ---------- --------------- -------------- ------------
Common Stock, $.01 par value (1) 15,000(2) $59.68(3) $895,200 $223.80
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, the Registration Statement also covers an
indeterminate amount of plan interests to be offered or sold pursuant to the ITW Bargaining Savings and
Investment Plan.
(2) Together with an indeterminable number of additional securities in order to adjust the number of securities
reserved for issuance pursuant to the plan as the result of a stock split, stock dividend or similar
transaction affecting the Common Stock, pursuant to Rule 416(a) and (b) under the Securities Act.
(3) Computed pursuant to Rule 457(c) and (h)(1) under the Securities Act solely for the purpose of calculating
the registration fee based on the average of the high and low prices of the Common Stock reported on the New
York Stock Exchange on September 10, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Illinois Tool Works Inc. (the "Registrant" or "ITW") and the ITW
Bargaining Savings and Investment Plan (the "Plan") incorporate herein
by reference the following documents, as filed with the Securities and
Exchange Commission:
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, and the Registrant's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2001
and June 30, 2001;
(2) The Registrant's definitive proxy statement filed pursuant
to Section 14 of the Securities Exchange Act of 1934 (the
"Exchange Act") in connection with the 2001 annual meeting
of its stockholders; and
(3) The description of the Registrant's Common Stock, which was
filed as Exhibit 99 to its Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997, including any amendment or
report filed with the Securities and Exchange Commission for
the purpose of updating that description.
All documents filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to
the date hereof and prior to the filing of a post-effective amendment
that indicates that all of the securities offered hereby have been
sold or that deregisters all such securities remaining unsold shall be
deemed to be incorporated by reference herein and to be part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of April 25, 2001, Stewart S. Hudnut, Senior Vice
President, General Counsel & Secretary of the Registrant, who is
delivering the opinion attached hereto as Exhibit 5, owns 11,156 shares
of the Registrant's Common Stock directly and 798 shares indirectly
through the ITW Savings and Investment Plan. Mr. Hudnut also holds
options to acquire an additional 81,250 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL")
permits a Delaware corporation to indemnify directors and officers
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under certain circumstances. ITW's restated certificate of
incorporation and by-laws provide that ITW shall, subject to certain
limitations, indemnify its directors and officers against expenses
(including attorneys' fees, judgments, fines and certain settlements)
actually and reasonably incurred by them in connection with any suit
or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to a criminal
action or proceeding, so long as they had no reasonable cause to
believe their conduct to have been unlawful.
Section 102 of the DGCL permits a Delaware corporation to include
in its certificate of incorporation a provision eliminating or
limiting a director's liability to a corporation or its stockholders
for monetary damages for breaches of fiduciary duty. DGCL Section 102
provides, however, that liability for breaches of the duty of loyalty,
acts or omissions not in good faith or involving intentional
misconduct, or knowing violation of the law, and the unlawful purchase
or redemption of stock or payment of unlawful dividends or the receipt
of improper personal benefits cannot be eliminated or limited in this
manner. ITW's restated certificate of incorporation includes a
provision that eliminates, to the fullest extent permitted, director
liability for monetary damages for breaches of fiduciary duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herein or incorporated by reference herein are
set forth in the Exhibit Index filed as part of this registration
statement. The Registrant has received from the Internal Revenue
Service ("IRS") a determination that the Plan is qualified under
Section 401 of the Internal Revenue Code of 1986, as amended and the
Registrant will make all changes required by the IRS in order to
continue to qualify the Plan.
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
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in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 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 that 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 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,
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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
THE REGISTRANT. Pursuant to the requirements of the Securities
Act, 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
Glenview, State of Illinois, on September 14, 2001.
ILLINOIS TOOL WORKS INC.
By: /s/ Stewart S. Hudnut
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Stewart S. Hudnut,
Senior Vice President,
General Counsel & Secretary
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Registrant
hereby constitutes and appoints W. James Farrell, Jon C. Kinney, John
Karpan and Stewart S. Hudnut and each of them, his true and lawful
attorneys with full power to them and to each of them singly, to sign,
in any and all capacities, any and all amendments to this Registration
Statement, including post-effective amendments, to file the same with
all exhibits thereto, and other documents in connection therewith,
with the Commission under the Securities Act. Pursuant to the
requirements of the Securities Act, this Registration Statement has
been signed by the following persons in the capacities indicated on
September 14, 2001.
SIGNATURE TITLE
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/s/ W. James Farrell
----------------------------------------- Chairman and Chief Executive Officer and Director
W. James Farrell (Principal Executive Officer)
/s/ Jon C. Kinney Senior Vice President and Chief Financial Officer
----------------------------------------- (Principal Financial and Accounting Officer)
Jon C. Kinney
/s/ William F. Aldinger III
----------------------------------------- Director
William F. Aldinger III
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SIGNATURE TITLE
--------- -----
/s/ Michael J. Birck
----------------------------------------- Director
Michael J. Birck
----------------------------------------- Director
Marvin D. Brailsford
/s/ James R. Cantalupo
----------------------------------------- Director
James R. Cantalupo
----------------------------------------- Director
Susan Crown
/s/ H. Richard Crowther
------------------------------------------ Director
H. Richard Crowther
/s/ Don H. Davis, Jr.
------------------------------------------ Director
Don H. Davis, Jr.
/s/ Robert C. McCormack
------------------------------------------ Director
Robert C. McCormack
/s/ Phillip B. Rooney
------------------------------------------ Director
Phillip B. Rooney
/s/ Harold B. Smith
------------------------------------------ Director
Harold B. Smith
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THE PLAN. Pursuant to the requirements of the Securities Act,
the Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Glenview, State of Illinois, on September 14, 2001.
ITW BARGAINING SAVINGS AND
INVESTMENT PLAN
By: Employee Benefits Committee
of Illinois Tool Works Inc.
By: /s/ John Karpan
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John Karpan, Member of Employee
Benefits Committee and Senior Vice
President Human Resources
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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5 Opinion of Stewart S. Hudnut, Senior
Vice President, General Counsel &
Secretary regarding the validity of
Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Stewart S. Hudnut (contained
in opinion filed as Exhibit 5).
24 Powers of Attorney of directors and
certain officers of the Registrant are
included on the signature page.
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