As filed with the Securities and Exchange Commission on July 15, 1999
Registration No. 333-_________
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 Registrant as Specified in its Charter)
Delaware 06-0570975
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
One Financial Plaza
Hartford, Connecticut 06101
(Address of Principal Executive Offices) (Zip Code)
Sundstrand Corporation Director Compensation Plan
Sundstrand Corporation Management Stock Performance Plan
Sundstrand Corporation Nonemployee Director Stock Option Plan
Sundstrand Corporation Stock Incentive Plan
1989 Restricted Stock Plan
(Full Title of Plans)
William H. Trachsel, Esq.
Senior Vice President, General Counsel and Secretary
United Technologies Corporation
One Financial Plaza
Hartford, Connecticut 06101
(Name and Address of Agent for Service)
(860) 728-7000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Amount to Be Proposed Proposed Maximum Amount of
Class of Registered Maximum Aggregate Registration
Securities To Be Offering Price Offering Price (2) Fee
Registered Per Share (1)
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<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 1,296,308 $69.09375 $89,566,780.875 $24,900
per share
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</TABLE>
(1)Pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act of 1933,
as amended (the "Securities Act"), this estimate is based upon the average of
the high and low sale prices of Common Stock of the Registrant as reported on
the New York Stock Exchange Composite Index on July 13, 1999.
(2)This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the
Securities Act solely for the purpose of determining the filing fee. It is
not presently known how many shares of Common Stock of the Registrant will be
purchased under the plans listed above or at what price such shares will be
purchased.
<PAGE>
United Technologies Corporation ("United Technologies" or the
"Registrant") hereby registers 1,296,308 shares of common stock, par value $1.00
per share, of United Technologies ("United Technologies Common Stock"), issuable
by United Technologies in connection with the Sundstrand Corporation Director
Compensation Plan, the Sundstrand Corporation Management Stock Performance Plan,
the Sundstrand Corporation Nonemployee Director Stock Option Plan, the
Sundstrand Corporation Stock Incentive Plan and the 1989 Restricted Stock Plan
(collectively, the "Plans"). 1,603,692 shares of United Technologies Common
Stock that are issuable in connection with the Plans were already registered
pursuant to the Registration Statement on Form S-4 filed on May 7, 1999 and the
related Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement
on Form S-4 filed on June 11, 1999.
On June 10, 1999, HSSail Inc., a Delaware corporation and a wholly
owned subsidiary of United Technologies ("Merger Sub"), merged (the "Merger")
with Sundstrand Corporation, a Delaware corporation ("Sundstrand"), pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February
21, 1999, among United Technologies, Merger Sub and Sundstrand. At the time the
Merger was consummated (the "Effective Time"), among other things, each share of
common stock of Sundstrand issued and outstanding immediately prior to the
Effective Time was converted into the right to receive .5580 (the "Exchange
Ratio") of a share of United Technologies Common Stock and $35 in cash. Pursuant
to the Merger Agreement, the outstanding stock options and other equity awards
granted under the Plans are no longer exercisable for the common stock of
Sundstrand but, instead, are exercisable for United Technologies Common Stock
and, if applicable, cash. United Technologies Common Stock is substituted for
common stock of Sundstrand under the Plans at the Exchange Ratio or the option
exchange ratio, as applicable, as set forth in the Merger Agreement.
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The documents containing the information specified in this Part I
with respect to this Registration Statement of United Technologies are kept on
file at the offices of United Technologies in accordance with Rule 428(b) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of the Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
United Technologies will provide without charge to participants in the Plans, on
the written or oral request of any such person, a copy of any or all of the
documents constituting a prospectus under Section 10(a) of the Securities Act.
Written requests for such copies should be directed to William H. Trachsel,
Senior Vice President, General Counsel and Secretary, United Technologies
Corporation, One Financial Plaza, Hartford, Connecticut 06101. Telephone
requests may be directed to (860) 728-7000.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by United Technologies with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) United Technologies' Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as amended to reflect UT Automotive as a
discontinued operation by United Technologies' Current Report on Form
8-K filed on June 11, 1999.
(b) United Technologies' Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.
(c) United Technologies' Current Report on Form 8-K filed February 23,
1999, March 19, 1999, April 14, 1999, May 4, 1999, June 11, 1999 and
June 18, 1999.
(d) Description of United Technologies Common Stock contained in United
Technologies' Registration Statement on Form S-3 filed May 1, 1997 and
in United Technologies' Form S-4 effective May 7, 1999, including any
amendment or report filed with the Commission for the purpose of
updating such description.
All documents subsequently filed by United Technologies pursuant to
Sections 13(a), 13(c), 14 or 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 incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference 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 subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of United Technologies Common Stock to be
issued in connection with the Plans was passed upon for United Technologies by
William H. Trachsel, Senior Vice President, General Counsel and Secretary of
United Technologies. Mr. Trachsel
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<PAGE>
owns shares of United Technologies common stock and holds options to purchase
additional shares.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL")
provides that a corporation has the power to indemnify its officers, directors,
employees and agents (or persons serving in such positions in another entity at
the request of the corporation) against the expenses, including attorney's fees,
judgments, fines or settlement amounts actually and reasonably incurred by them
in connection with the defense of any action by reason of being or having been
directors or officers, if such person shall have 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 any criminal action, had no reasonable cause
to believe the person's conduct was unlawful), except that if such action shall
be by or in the right of the corporation, no such indemnification shall be
provided as to any claim, issue or matter as to which such person shall have
been judged to have been liable to the corporation unless and to the extent that
the Court of Chancery of the State of Delaware, or another court in which the
suit was brought, shall determine upon application that, in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity.
As permitted by Section 102 of the DGCL, the Registrant's Restated
Certificate of Incorporation provides that no director shall be liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as a director other than (i) for breaches of the director's duty of loyalty
to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for the unlawful payment of dividends or unlawful stock purchases or
redemptions under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Registrant's By-laws provide that the Registrant shall indemnify
its directors, officers, employees, agents and fiduciaries (and persons serving
in such positions at another entity at the request of the Registrant) to the
fullest extent permitted by the DGCL.
Section 145 of the DGCL also provides that a corporation has the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation (or who was serving at
the request of the corporation in such position at another entity) against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under the DGCL. The Registrant's By-laws provide that the Registrant may
purchase and maintain insurance in such amounts as the Registrant's Board of
Directors deems appropriate for any person who is or was a director, officer,
employee, agent or fiduciary of the Registrant (or who is or was serving in such
positions at another entity at the request of the Registrant) for any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Registrant has the power to indemnify him
against such liability under the provisions of the
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<PAGE>
Registrant's By-laws concerning indemnification. The Registrant has purchased
and maintains insurance on behalf of any person who is or was a director or
officer against loss arising from any claim asserted against him and incurred by
him in any such capacity, subject to certain exclusions.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See Exhibit Index.
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;
(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 hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(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;
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the
final adjudication of such issue.
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<PAGE>
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, State of Connecticut, on this 15th day of
July, 1999.
UNITED TECHNOLOGIES CORPORATION
By:/s/ David J. FitzPatrick
----------------------------------
Name: David J. FitzPatrick
Title: 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 indicated on July 15, 1999.
Signature Title
Principal Executive Officer:
Chairman, Director and Chief
Executive Officer
*
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George David
Principal Financial Officer:
Senior Vice President and Chief
/s/ David J. FitzPatrick Financial Officer
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David J. FitzPatrick
Principal Accounting Officer:
/s/ Jay L. Haberland Vice President -- Controller
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Jay L. Haberland
Directors:
Director
*
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Antonia Handler Chayes
<PAGE>
Signature Title
* Director
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Jean-Pierre Garnier
* Director
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Pehr G. Gyllenhammar
* Director
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Karl J. Krapek
* Director
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Charles R. Lee
* Director
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Richard D. McCormick
* Director
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William J. Perry
* Director
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Frank P. Popoff
* Director
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Andre Villeneuve
* Director
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Harold A. Wagner
* Pursuant to the Powers of Attorney included as Exhibit 24.1 to this
Registration Statement.
* By: /s/ William H. Trachsel
-----------------------------
William H. Trachsel
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Description
Number
5.1 Opinion of William H. Trachsel, Esq., Senior Vice President,
General Counsel and Secretary of the Registrant, as to the legality
of the shares of United Technologies Common Stock to be issued in
connection with the Plans.*
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of William H. Trachsel, Esq., Senior Vice President,
General Counsel and Secretary of the Registrant (included in
Exhibit 5.1).*
24.1 Powers of Attorney.**
99.1 Sundstrand Corporation Director Compensation Plan effective August
1, 1994 (filed as Exhibit B to Proxy Statement of Sundstrand
Corporation dated March 7, 1995, File No. 1-5358, and incorporated
herein by reference).
99.2 First Amendment to the Sundstrand Corporation Director Compensation
Plan effective April 21, 1998 (filed as Exhibit 10(k) to Annual
Report on Form 10-K of Sundstrand Corporation for the fiscal year
ended December 31, 1997, File No. 1-5358, and incorporated herein
by reference).
99.3 Second Amendment to the Sundstrand Corporation Director
Compensation Plan effective as of December 8, 1998 (filed as
Exhibit 10(j) to the Annual Report on Form 10-K of Sundstrand
Corporation for the fiscal year ended December 31, 1998, File No.
1-5358, and incorporated herein by reference).
99.4 Amendment and Restatement of the Sundstrand Corporation Management
Stock Performance Plan (filed as Exhibit 10(u) to the Annual Report
on Form 10-K of Sundstrand Corporation for the fiscal year ended
December 31, 1998, File No. 1-5358, and incorporated herein by
reference).
99.5 First Amendment to the Sundstrand Corporation Amended and Restated
Management Stock Performance Plan effective January 15, 1999 (filed
as Exhibit 10(v) to the Annual Report on Form 10-K of Sundstrand
Corporation for the fiscal year ended December 31, 1998, File No.
1-5358, and incorporated herein by reference).
<PAGE>
99.6 The Sundstrand Corporation Nonemployee Director Stock Option Plan
effective August 1, 1994 (filed as Exhibit A to Sundstrand's Proxy
Statement dated March 7, 1995, File No. 1-5358, and incorporated
herein by reference).
99.7 Text of resolution adopted by the Board of Directors of Sundstrand
Corporation on February 20, 1996, amending the Sundstrand
Corporation Nonemployee Director Stock Option Plan, which amendment
became effective April 16, 1996, upon stockholder approval (filed
as Exhibit 10(f) to the Annual Report on Form 10-K of Sundstrand
Corporation File No. 1-5358, and incorporated herein by reference).
99.5 Second Amendment to the Sundstrand Corporation Nonemployee Director
Stock Option Plan effective as of December 8, 1998 (filed as
Exhibit 10(g) to the Annual Report on Form 10-K of Sundstrand
Corporation for the fiscal year ended December 31, 1998, File No.
1-5358, and incorporated herein by reference).
99.9 Amendment and Restatement of the Sundstrand Corporation Stock
Incentive Plan effective September 22, 1998 (filed as Exhibit 10(g)
to the Annual Report on Form 10-K of Sundstrand Corporation for the
fiscal year ended December 31, 1999, File No. 1-5358, and
incorporated herein by reference).
99.10 First Amendment to the Sundstrand Corporation Amended and Restated
Stock Incentive Plan effective January 15, 1999 (filed as Exhibit
10(d) to the Annual Report on Form 10-K of Sundstrand Corporation
for the fiscal year ended December 31, 1998, File No. 1-5358, and
incorporated herein by reference).
99.11 1989 Restricted Stock Plan, as adopted April 20, 1989 by the
stockholders of Sundstrand Corporation (filed as Exhibit 10(v) to
Sundstrand Annual Report on Form 10-K for the fiscal year ended
December 31, 1989, File No. 1-5358, and incorporated herein by
reference).
99.12 Text of resolution adopted by the Board of Directors of Sundstrand
Corporation on August 7, 1990, amending the 1985 Restricted Stock
Plan (filed as Exhibit 19(f) to the Quarterly Report on Form 10-Q
of Sundstrand Corporation for the quarter ended September 30, 1990,
File No. 1-5358, and incorporated herein by reference).
99.13 Text of resolution adopted by the Board of Directors of Sundstrand
Corporation on November 31, 1995, amending the 1989 Restricted
Stock Plan (filed as Exhibit 10(m) to the Annual Report on Form
10-K to Sundstrand Corporation for the fiscal year ended December
31, 1998, File No. 1-5358, and incorporated herein by reference).
<PAGE>
99.14 Third Amendment to the 1989 Restricted Stock Plan effective as of
June 1, 1998 (filed as Exhibit 10(n) to the Annual Report on Form
10-K of Sundstrand Corporation for the fiscal year ended December
31, 1998, File No. 1-5358, and incorporated herein by reference).
99.15 Fourth Amendment to the 1989 Restricted Stock Plan effective as of
September 22, 1998 (filed as Exhibit 10(o) to the Annual Report on
Form 10-K of Sundstrand Corporation for the fiscal year ended
December 31, 1998, File No. 1-5358, and incorporated herein by
reference).
99.16 Fifth Amendment to the 1989 Restricted Stock Plan effective as of
January 15, 1999 (filed as Exhibit 10(p) to the Annual Report on
Form 10-K of Sundstrand Corporation for the fiscal year ended
December 31, 1998, File No. 1-5358, and incorporated herein by
reference).
* Previously filed as Exhibit 5.1 to the Registrant's Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4
filed on June 11, 1999.
** Previously filed as Exhibit 24.1 to the Registrant's Registration
Statement on Form S-4 filed on May 7, 1999.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 for the Sundstrand Corporation Director Compensation Plan,
Sundstrand Corporation Nonemployee Director Stock Option Plan, the Sundstrand
Corporation Stock Incentive Plan, the Sundstrand Corporation Management Stock
Performance Plan and the 1989 Restricted Stock Plan of our report dated January
21, 1999, except for Note 16, as to which the date is May 20, 1999, relating to
the restated consolidated financial statements of United Technologies
Corporation, for the three years in the period ended December 31, 1998 included
in its Current Report on Form 8-K dated June 11, 1999, filed with the Securities
and Exchange Commission. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule which has been filed as Exhibit
99.2 of the aforementioned Current Report on Form 8-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
July 14, 1999
