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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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NEW ROCKWELL INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(TO BE CHANGED TO ROCKWELL INTERNATIONAL CORPORATION)
Delaware 25-1797617
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2201 Seal Beach Boulevard 90740-8250
Seal Beach, California (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR REPRESENTED HOURLY EMPLOYEES
(FULL TITLE OF THE PLAN)
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WILLIAM J. CALISE, JR. Esq.
Senior Vice President, General Counsel and Secretary
New Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, California 90740-8250
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 797-5362
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
PETER R. KOLYER, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, par value $1 per share
(including the associated
Preferred Share Purchase Rights)
(1)............................... 100,000 shares $58.375(2) $5,837,500(2) $2,013
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(1) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
Securities Act), based on the average of the high and low "when-issued" trading
prices for the Common Stock on December 5, 1996 as reported in the New York
Stock Exchange--Composite Transactions.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the Commission), are incorporated herein by reference and
made a part hereof:
(a) Proxy Statement-Prospectus dated October 29, 1996, filed (Registration
No. 333-14969) by New Rockwell International Corporation (New Rockwell)
pursuant to Rule 424(b) under the Securities Act.
(b) Item 1 of the Registration Statement on Form 8-A pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), filed by New Rockwell October 30, 1996.
All documents subsequently filed by New Rockwell and the Allen-Bradley
Savings and Investment Plan for Represented Hourly Employees (the Plan) pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this Registration Statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
This Item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William J. Calise, Jr., Esq., who has passed upon the legality of any newly
issued Common Stock of New Rockwell covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of New Rockwell.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations (8 Del. G.C.L. sec.
102(b)(7) ) and also provides for indemnification of directors, officers,
employees and agents subject to certain limitations (8 Del. G.C.L. sec. 145).
Article IX of New Rockwell's Certificate of Incorporation eliminates, and
the last paragraph of Article Seventh of New Rockwell's Restated Certificate of
Incorporation to be filed with the Secretary of State of the State of Delaware
will eliminate, monetary liability of directors for breach of fiduciary duty as
directors to the extent permitted by Delaware law.
Section 14 of Article III of the By-Laws of New Rockwell provides for the
indemnification of directors and officers of New Rockwell to the extent
permitted by Delaware law. Section 13 of Article III of the New Rockwell By-Laws
and the appendix thereto entitled Procedures for Submission and Determination of
Claims for Indemnification Pursuant to Article III, Section 13 of the By-Laws to
be adopted by New Rockwell will provide, in substance, for the indemnification
of directors, officers, employees and agents of New Rockwell to the extent
permitted by Delaware law.
New Rockwell's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.
In addition, New Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including
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liabilities under the Securities Act, or to contribution with respect to
payments which New Rockwell or such persons may be required to make in respect
thereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Item is not applicable.
ITEM 8. EXHIBITS.
3-a --New Rockwell's Certificate of Incorporation, filed as Exhibit 3-a to
Registration Statement No. 333-14969, is incorporated herein by reference.
3-b --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement No.
333-14969, is incorporated herein by reference.
4-a --Form of Restated Certificate of Incorporation of New Rockwell to be filed
with the Secretary of State of the State of Delaware, filed as Exhibit 4-a to
Registration Statement No. 333-14969, is incorporated herein by reference.
4-b --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as
Exhibit 4-b to Registration Statement No. 333-14969, is incorporated herein
by reference.
4-c --Rights Agreement dated as of November 30, 1996 between New Rockwell and
ChaseMellon Shareholder Services, L.L.C., as rights agent, filed as Exhibit
4-c to Registration Statement No. 333-17031, is incorporated herein by
reference.
4-d-1 --Copy of Allen-Bradley Savings and Investment Plan for Represented Hourly
Employees, amended and restated as of January 1, 1997.
4-d-2 --Copy of Trust Agreement made as of September 30, 1995 between the Savings
Plan Asset Committee of Allen-Bradley Company, Inc. and First Interstate Bank
of California, N.A. (predecessor of Wells Fargo Bank, N.A.), filed as Exhibit
4-d-1 to Registration Statement No. 333-00705, is hereby incorporated by
reference.
4-d-3 --Copy of Trust Agreement dated as of December 1, 1981 between Allen-Bradley
Company, Inc., as successor by merger to Allen-Bradley Company, and Kenneth
W. Krueger, as successor to Gene R. Stevens, Trustee, filed as Exhibit 4-d-2
to Registration Statement No. 333-00705, is hereby incorporated by reference.
4-d-4 --Succession Agreement dated March 25, 1996 among Allen-Bradley Company, Inc.,
Kenneth W. Krueger and NBD Bank, as Successor Trustee of the trust funds
under the Allen-Bradley Savings and Investment Plans, filed as Exhibit 99-a
to the Quarterly Report on Form 10-Q of Rockwell International Corporation
for the quarter ended March 31, 1996, is hereby incorporated by reference.
5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, as to the legality of any newly issued
Common Stock of New Rockwell covered by this Registration Statement.
5-b --In lieu of an opinion concerning compliance with the requirements of the
Employee Retirement Income Security Act of 1974, as amended, or a
determination letter of the Internal Revenue Service (the IRS) that the Plan
is qualified under Section 401 of the Internal Revenue Code, Rockwell hereby
undertakes to submit the Plan and any amendment thereto to the IRS in a
timely manner and to make all changes required by the IRS in order to qualify
the Plan.
23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page
II-6 of this Registration Statement.
23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, contained in his opinion filed as
Exhibit 5-a to this Registration Statement.
23-c --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this
Registration Statement.
24 --Power of Attorney authorizing certain persons to sign this Registration
Statement and amendments hereto on behalf of certain directors and officers
of New Rockwell.
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ITEM 9. UNDERTAKINGS.
A. New Rockwell 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 this 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 this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the Commission by New Rockwell pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in this 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of New Rockwell's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and each filing of the Plans' annual reports pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this 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.
B. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of New
Rockwell pursuant to the foregoing provisions, or otherwise, New Rockwell has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by New Rockwell
of expenses incurred or paid by a director, officer or controlling person of New
Rockwell 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, New Rockwell 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 Securities Act of 1933 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 SEAL BEACH, STATE OF CALIFORNIA ON THE 6TH DAY OF
DECEMBER, 1996.
NEW ROCKWELL INTERNATIONAL
CORPORATION
By /s/ WILLIAM J. CALISE, JR.
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(WILLIAM J. CALISE, JR., SENIOR VICE
PRESIDENT, GENERAL COUNSEL
AND SECRETARY)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 6TH DAY OF DECEMBER, 1996 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
SIGNATURE TITLE
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DONALD R. BEALL* Chairman of the Board and Chief Executive
Officer (principal executive officer) and
Director
LEW ALLEN, JR.* Director
RICHARD M. BRESSLER* Director
JOHN J. CREEDON* Director
DON H. DAVIS, JR.* Director
JUDITH L. ESTRIN* Director
WILLIAM H. GRAY, III* Director
JAMES CLAYBURN LA FORCE, JR.* Director
WILLIAM T. MCCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
WILLIAM S. SNEATH* Director
JOSEPH F. TOOT, JR.* Director
W. MICHAEL BARNES* Senior Vice President, Finance & Planning and
Chief Financial Officer (principal financial
officer)
LAWRENCE J. KOMATZ* Vice President and Controller
(principal accounting officer)
* By /s/ WILLIAM J. CALISE, JR.
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(WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
** By authority of the power of attorney filed as Exhibit 24.
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE PLAN HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF
CALIFORNIA ON THE 6TH DAY OF DECEMBER, 1996.
ALLEN-BRADLEY SAVINGS AND INVESTMENT
PLAN FOR REPRESENTED HOURLY
EMPLOYEES
By /s/ ALFRED J. SPIGARELLI
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(ALFRED J. SPIGARELLI,
PLAN ADMINISTRATOR)
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of New Rockwell International Corporation, in respect to the
Allen-Bradley Savings and Investment Plan for Represented Hourly Employees, of
our report dated July 31, 1996 on the consolidated financial statements of
Rockwell International Corporation, our report dated July 31, 1996 on the
financial statements of the Aerospace and Defense Business of Rockwell
International Corporation, and our report dated September 16, 1996 on the
balance sheet of New Rockwell International Corporation, all appearing in the
Proxy Statement-Prospectus which is a part of the Registration Statement No.
333-14969 on Form S-4 of New Rockwell International Corporation.
We also consent to the references to us under the heading "Experts" in the
Prospectus which is part of this Registration Statement and in the Proxy
Statement-Prospectus which is part of the aforementioned Registration Statement
on Form S-4.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
December 6, 1996
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CONSENT OF COUNSEL
The consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, is included in his opinion filed as
Exhibit 5-a hereto.
CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of the
summary of our opinion under the caption "Tax Consequences" in the Prospectus
related to this Registration Statement on Form S-8 filed by New Rockwell
International Corporation in respect of the Allen-Bradley Savings and Investment
Plan for Represented Hourly Employees.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
December 6, 1996
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