As filed with the Securities and Exchange Commission on June 28, 2002.
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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Honeywell International Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
(Address of Principal Executive Offices) (Zip Code)
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Honeywell Savings and Ownership Plan I
(Full title of the plan)
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PETER M. KREINDLER, ESQ.
Senior Vice President and General Counsel
Honeywell International Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
(Name and address of agent for service)
(973) 455-2000
(Telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered (1) Registered share (2) price (2) fee (2)
Common Stock,
par value $1.00
per share (3) 40,000,000 sh. $35.65 $1,426,000,000 $131,192
(1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
offered or sold pursuant to the plan.
(2) Estimated in accordance with Rule 457(h) of the Act, solely for the purpose
of calculating the registration fee. $35.65 represents the average of the
high and low sales prices of common stock on the New York Stock Exchange
Composite Tape on June 24, 2002.
(3) The shares of common stock being registered consist of shares of common
stock acquired by the plan trustee pursuant to the plan for the account of
participants.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Honeywell Savings and Ownership
Plan I (formerly known as the AlliedSignal Savings Plan) as specified by Rule
428(b)(1) promulgated by the SEC under the Securities Act of 1933.
Such document(s) are not being filed with the SEC, but constitute (along
with the documents incorporated by reference into this registration statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information filed with the SEC after the date of this prospectus will update and
supersede information on file with the SEC as of the date of this prospectus. We
incorporate by reference:
HONEYWELL'S SEC FILINGS (FILE NO. 1-8974)
Annual Report on Form 10-K for the year ended December 31, 2001.
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
Current Reports on Form 8-K filed on February 19, March 4 and May 14,
2002.
Annual Report on Form 11-K of the Plan for the year ended December 31,
2001.
Registration Statement on Form 8-B filed on August 16, 1985 describing
Honeywell's common stock.
We incorporate by reference additional documents that Honeywell or the
Plan may file with the SEC after the date of this registration statement. These
documents include periodic reports, which may include the Plan's Annual Report
on Form 11-K, and Honeywell's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K, as well as proxy statements.
Item 4. Description of Securities
The securities to be offered are registered under Section 12(b) of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel
The legality of the common stock offered hereby has been passed upon by
Victor P. Patrick, Vice President, Secretary and Deputy General Counsel,
Corporate and Finance, of Honeywell. Mr. Patrick beneficially owns shares of
Honeywell common stock and has options to purchase shares of Honeywell common
stock.
Item 6. Indemnification of Directors and Officers
Delaware law provides that a corporation may indemnify directors and
officers as well as other employees and individuals against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement in connection
with specified actions, suits, proceedings whether civil, criminal,
administrative, or investigative (other than action by or in the right of the
corporation -a "derivative action"), if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such action, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, shareowner vote, agreement, or
otherwise.
Delaware law permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its shareowners for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duly of loyalty to the corporation or its shareowners, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Under Article ELEVENTH of Honeywell's Restated Certificate of
Incorporation, each person who is or was a director or officer of Honeywell, and
each director or officer of Honeywell who serves or served any other enterprise
or organization at the request of Honeywell, shall be indemnified by Honeywell
to the full extent permitted by Delaware law.
Under Delaware law, to the extent that such a person is successful on
the merits or otherwise in defense of a suit or proceeding brought against such
person by reason of the fact that such person is or was a director or officer of
Honeywell, or serves or served any other enterprise or organization at the
request of Honeywell, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action.
If unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of Honeywell, and with respect to any criminal action,
had no reasonable cause to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of
Honeywell, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of Honeywell except that if such person is
adjudged to be liable in such suit to Honeywell, such person cannot be made
whole even for expenses unless the court determines that such person is fairly
and reasonably entitled to indemnity for such expenses.
In addition, Honeywell maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Honeywell
pursuant to Honeywell's Restated Certificate of Incorporation, Delaware law, or
otherwise, Honeywell has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
it therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
No. Description
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4.1 Honeywell's Restated Certificate of Incorporation, (incorporated by
reference to Exhibit 3(i) to our Form 8-K filed December 3, 1999).
4.2 Honeywell's By-laws, as amended (incorporated by reference to Exhibit
3(ii) to our Form 10-Q for the quarter ended September 30, 2001).
5 Opinion of Victor P. Patrick, Esq., with respect to the legality of the
securities being registered hereby (filed herewith).
15 Independent Accountants Acknowledgment Letter as to the incorporation
of their reports relating to unaudited interim financial information
(filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.3 The consent of Victor P. Patrick, Esq. is contained in his opinion
filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
Item 9. Undertakings
(a) 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 (a)(1)(i) and (a)(1)(ii) above do
not apply if 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
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.
(b) 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 each filing of the
Plan's annual report pursuant to Section 15(d) of the Exchange Act,
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.
SIGNATURES
Registrant. 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 Township of Morris, State of New Jersey, on the 28th day
of June, 2002.
Honeywell International Inc.
By: /s/ Richard F. Wallman
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Richard F. Wallman
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
* Chairman of the Board
---------------------------- and Director
(Lawrence A. Bossidy)
* President and Chief Executive
---------------------------- Officer and Director
(David M. Cote)
* Director
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(Hans W. Becherer)
* Director
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(Gordon M. Bethune)
* Director
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(Marshall N. Carter)
* Director
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(Jaime Chico Pardo)
* Director
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(Ann M. Fudge)
* Director
----------------------------
(James J. Howard)
* Director
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(Bruce Karatz)
* Director
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(Robert P. Luciano)
* Director
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(Russell E. Palmer)
* Director
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(Ivan G. Seidenberg)
* Director
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(John R. Stafford)
* Director
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(Michael W. Wright)
/s/ Richard F. Wallman Senior Vice President and June 28, 2002
---------------------------- Chief Financial Officer
(Richard F. Wallman) (Principal Financial Officer)
/s/ John J. Tus Vice President and June 28, 2002
---------------------------- Controller (Principal
(John J. Tus) Accounting Officer)
*By: /s/ Victor P. Patrick
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(Victor P. Patrick, June 28, 2002
Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan administrator has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 28th day of June 2002.
Honeywell Savings and Ownership Plan I
By: /s/ Brian Marcotte
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Brian Marcotte
Vice President- Benefits
EXHIBIT INDEX
Exhibit
No. Description
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4.1 Honeywell's Restated Certificate of Incorporation, (incorporated by
reference to Exhibit 3(i) to our Form 8-K filed December 3, 1999).
4.2 Honeywell's By-laws, as amended (incorporated by reference to Exhibit
3(ii) to our Form 10-Q for the quarter ended September 30, 2001).
5 Opinion of Victor P. Patrick, Esq., with respect to the legality of the
securities being registered hereby (filed herewith).
15 Independent Accountants Acknowledgment Letter as to the incorporation
of their reports relating to unaudited interim financial information
(filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.3 The consent of Victor P. Patrick, Esq. is contained in his opinion
filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).