As filed with the Securities and Exchange Commission on February 17, 1995
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNITED TECHNOLOGIES CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 06-0570975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
United Technologies Building, Hartford, Connecticut 06101
(Address of principal executive offices, including Zip Code)
UNITED TECHNOLOGIES CORPORATION
LONG TERM INCENTIVE PLAN
(Full title of the Plan)
WILLIAM H. TRACHSEL, Esq.
Secretary
United Technologies Building
Hartford, Connecticut 06101
(203) 728-7000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities
to be Registered Registered Offering Aggregate Registration
Price (1) Offering Fee
Price
Common Stock, par 6,000,000
value $5.00 per shares (2) $65.375 $392,250,000 $135,258.62
share
Estimated solely for the purpose of calculating the registration fee,(1)
based, in accordance with Rule 457(h), on the average of the high and low
prices reported on the New York Stock Exchange, Inc. on February 13, 1995.
Pursuant to Rule 416 the number of shares registered hereunder includes(2)
such additional number of shares of Common Stock and Rights as are required to
prevent dilution resulting from stock splits, stock dividends or similar
transactions affecting the Common Stock of the Registrant.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference:
(1) the Annual Report on Form 10-K of United Technologies Corporation (the
"Corporation") filed with the Securities and Exchange Commission (the
"Commission") for the year ended December 31, 1993;
(2) the Quarterly Reports on Form 10-Q of the Corporation filed with the
Commission for the quarters ended March 31, 1994, June 30, 1994 and September
30, 1994;
(3) all other reports filed by the Corporation with the Commission pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act since the end
of the period covered by the Annual Report on Form 10-K referred to in (1)
above.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15 of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities offered pursuant to this Registration
Statement has been passed on by Richard M. Kaplan, Esq. Mr. Kaplan, Associate
General Counsel of the Corporation, is a shareowner of Common Stock.
ITEM 8. EXHIBITS
See Exhibit Index
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
information required to be included in a post-effective amendment by those
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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.
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 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, 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 of
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 Hartford, and State of Connecticut, on this 17th day
of February, 1995.
UNITED TECHNOLOGIES CORPORATION
By s\Stephen F. Page\s
(Stephen F. Page, Executive Vice President
and Chief Financial Officer)
By s\George E. Minnich\s
(George E. Minnich, Vice President
Controller; Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities indicated on this 17th day of February, 1995.
Signature Title
ROBERT F. DANIELL* Chairman and Director
(Robert F. Daniell)
GEORGE DAVID * President and Chief
(George David) Executive Officer
and Director
HOWARD H. BAKER, JR.*
(Howard H. Baker, Jr.) Director
ANTONIA HANDLER CHAYES*
(Antonia Handler Chayes) Director
ROBERT F. DEE*
(Robert F. Dee) Director
CHARLES W. DUNCAN, JR.*
(Charles W. Duncan, Jr.) Director
PEHR G. GYLLENHAMMAR*
(Pehr G. Gyllenhammar) Director
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GERALD D. HINES*
(Gerald D. Hines) Director
CHARLES R. LEE* Director
(Charles R. Lee)
ROBERT H. MALOTT*
(Robert H. Malott) Director
H. A. WAGNER* Director
(H. A. Wagner)
JACQUELINE G. WEXLER*
(Jacqueline G. Wexler) Director
* By s\William H. Trachsel\s
WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT
FOR THE DIRECTORS AND OFFICERS AFTER
WHOSE NAMES APPEARS AN ASTERISK
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EXHIBIT INDEX
Page
5 --Opinion of Counsel as to the legality of the
securities
to be registered.
24(a) --Consent of Price Waterhouse, LLP
24(b) --The consent of counsel is contained in Exhibit 5.
25 --Powers of Attorney.
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EXHIBIT 5
February 17, 1995
The Board of Directors
United Technologies Corporation
United Technologies Building
One Financial Plaza
Hartford, CT 06101
Re: S-8 Registration Statement Long Term Incentive Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the proposed filing with the
Securities and Exchange Commission on or about February 17, 1995, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, in connection with the offering of 6,000,000 shares of Common
Stock, par value $5 per share (the Shares) to be issued under the
Corporation's Long Term Incentive Plan (the Plan).
I have acted as Counsel to the Corporation in connection with certain
matters relating to the Plan. I am familiar with the Corporate proceedings
relating thereto and have examined such documents and considered such
matters of law as I have deemed necessary in giving this opinion.
It is my opinion that all Shares to be offered and sold pursuant to the
Plan that will be original issue Shares have been duly authorized, and,
upon issuance in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable. I hereby consent to the filing of
this opinion as an Exhibit to the aforementioned Registration Statement.
Very truly yours,
Richard M. Kaplan
Associate General Counsel
RMK:mmr/h:SEC\S8Regmem.Doc
Enclosure
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Exhibit 24(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated January 26, 1994, which appears
on Page 36 of the 1993 Annual Report to Shareowners of United Technologies
Corporation, which is incorporated by reference in United Technologies
Corporation's Annual Report on Form 10-K for the year ended December 31,
1993. We also consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appears on page S-1 of such Annual
Report on Form 10-K. We also consent to the references to us under the
heading Interests of Named Experts and Counsel in the Form S-8.
Price Waterhouse, LLP
Hartford, Connecticut
February 17, 1995
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EXHIBIT 25
POWER OF ATTORNEY
The undersigned, HOWARD H. BAKER constitutes and appoints STEPHEN
F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,
and each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Long Term Incentive Plan as in effect on the date hereof and as it may be
amended from time to time (the "Plan") granting unto said attorneys-in-fact
and agents, and each of them, full power to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming that which each of said
attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Howard H. Baker\s
Howard H. Baker
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, ANTONIA HANDLER CHAYES constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as her true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for her in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, in connection with the
offer and sale of securities pursuant to the terms of the United
Technologies Corporation Long Term Incentive Plan as in effect on the date
hereof and as it may be amended from time to time (the "Plan") granting
unto said attorneys-in-fact and agents, and each of them, full power to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
that which each of said attorneys-in-fact and agents, or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
s\Antonia Handler Chayes\s
Antonia Handler Chayes
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, ROBERT F. DEE constitutes and appoints STEPHEN
F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,
and each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Long Term Incentive Plan as in effect on the date hereof and as it may be
amended from time to time (the "Plan") granting unto said attorneys-in-fact
and agents, and each of them, full power to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming that which each of said
attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Robert F. Dee\s
Robert F. Dee
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, CHARLES W. DUNCAN, JR. constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as his true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for him in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, in connection with the
offer and sale of securities pursuant to the terms of the United
Technologies Corporation Long Term Incentive Plan as in effect on the date
hereof and as it may be amended from time to time (the "Plan") granting
unto said attorneys-in-fact and agents, and each of them, full power to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
that which each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
s\Charles W. Duncan, Jr.\s
Charles W. Duncan, Jr.
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, PEHR G. GYLLENHAMMAR constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as his true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for him in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, in connection with the
offer and sale of securities pursuant to the terms of the United
Technologies Corporation Long Term Incentive Plan as in effect on the date
hereof and as it may be amended from time to time (the "Plan") granting
unto said attorneys-in-fact and agents, and each of them, full power to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
that which each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
s\Pehr G. Gyllenhammar\s
Pehr G. Gyllenhammar
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, GERALD D. HINES constitutes and appoints STEPHEN
F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,
and each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Long Term Incentive Plan as in effect on the date hereof and as it may be
amended from time to time (the "Plan") granting unto said attorneys-in-fact
and agents, and each of them, full power to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming that which each of said
attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Gerald D. Hines\s
Gerald D. Hines
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, ROBERT H. MALOTT constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as his true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for him in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, in connection with the
offer and sale of securities pursuant to the terms of the United
Technologies Corporation Long Term Incentive Plan as in effect on the date
hereof and as it may be amended from time to time (the "Plan") granting
unto said attorneys-in-fact and agents, and each of them, full power to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
that which each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
s\Robert H. Malott\s
Robert H. Malott
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, JACQUELINE G. WEXLER constitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as her true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for her in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, in connection with the
offer and sale of securities pursuant to the terms of the United
Technologies Corporation Long Term Incentive Plan as in effect on the date
hereof and as it may be amended from time to time (the "Plan") granting
unto said attorneys-in-fact and agents, and each of them, full power to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
that which each of said attorneys-in-fact and agents, or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
s\Jacqueline G. Wexler\s
Jacqueline G. Wexler
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, ROBERT F. DANIELLconstitutes and appoints
STEPHEN F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E.
MINNICH, and each of them, as his true and lawful attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for him in
any and all capacities, to sign any and all Registration Statements,
notices, consents to service or other documents or instruments, including
all amendments thereto, and to file the same, and all other documents in
connection therewith, with the Securities and Exchange Commission, and with
any regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, in connection with the
offer and sale of securities pursuant to the terms of the United
Technologies Corporation Long Term Incentive Plan as in effect on the date
hereof and as it may be amended from time to time (the "Plan") granting
unto said attorneys-in-fact and agents, and each of them, full power to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
that which each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
s\Robert F. Daniell\s
Robert F. Daniell
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, GEORGE DAVID constitutes and appoints STEPHEN F.
PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and
each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Long Term Incentive Plan as in effect on the date hereof and as it may be
amended from time to time (the "Plan") granting unto said attorneys-in-fact
and agents, and each of them, full power to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming that which each of said
attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\George David\s
George David
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, CHARLES R. LEE constitutes and appoints STEPHEN
F. PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH,
and each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Long Term Incentive Plan as in effect on the date hereof and as it may be
amended from time to time (the "Plan") granting unto said attorneys-in-fact
and agents, and each of them, full power to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming that which each of said
attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\Charles R. Lee\s
Charles R. Lee
February 6, 1995
Date
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POWER OF ATTORNEY
The undersigned, H. A. WAGNER constitutes and appoints STEPHEN F.
PAGE, IRVING B. YOSKOWITZ, WILLIAM H. TRACHSEL, and GEORGE E. MINNICH, and
each of them, as his true and lawful attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all Registration Statements, notices, consents
to service or other documents or instruments, including all amendments
thereto, and to file the same, and all other documents in connection
therewith, with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the regulation of
the offer and sale of securities, in connection with the offer and sale of
securities pursuant to the terms of the United Technologies Corporation
Long Term Incentive Plan as in effect on the date hereof and as it may be
amended from time to time (the "Plan") granting unto said attorneys-in-fact
and agents, and each of them, full power to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming that which each of said
attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
s\H. A. Wagner\s
H. A. Wagner
February 6, 1995
Date
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