<PAGE>
As filed with the Securities and Exchange Commission on May 5, 1999
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.)
One Financial Plaza, Hartford, Connecticut 06101
(Address of principal executive offices, including Zip Code)
UNITED TECHNOLOGIES CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
WILLIAM H. TRACHSEL, Esq.
Secretary
One Financial Plaza
Hartford, Connecticut 06101
(860) 728-7000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee
Price (1) Offering Price
Common Stock,
Par value 300,000 $146.688 $44,006,250.00 $12,233.74
$1.00 per
share
(1) Estimated solely for the purpose of calculating the registration fee,
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 May 3, 1999.
(2) Pursuant to Rule 416 the number of shares registered hereunder includes
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.
<PAGE>
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, 1998;
(2) all other reports filed by the Corporation with the Commission pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "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(d) of the Exchange Act, 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
The securities registered hereby are shares of Common Stock, $1.00 par
value, of the Corporation, to be issued under the United Technologies
Corporation Nonemployee Director Stock Option Plan (the "Plan").
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements incorporated by reference to the Annual Report on
Form 10-K of the Corporation for the year ended December 31, 1998 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 102 of the General Corporation Law of Delaware, the
Corporation has adopted a provision in its Certificate of Incorporation
eliminating the personal liability of its directors for monetary damages to the
Corporation and its stockholders for any breach of their fiduciary duties as
directors of the Corporation, except for their liability due to (1) breach of
loyalty to the Corporation, (2) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3) any
transaction from which the director derived an improper personal benefit or (4)
any payment of unlawful dividends or an unlawful stock repurchase or redemption.
Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify any person who is or was a party to any actual or
threatened legal action, whether criminal, civil, administrative or
investigative because of his or her service as an officer, director or agent of
the corporation against expenses, judgments, fines and settlement payments
reasonably and actually incurred by him or her in connection with such
proceeding, if he acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation and,
<PAGE>
with respect to any criminal action or proceeding, had no reasonable cause to
believe was unlawful, except that, with respect to any legal action by or in the
right of the corporation itself, an officer, director or agent of the
corporation only is entitled to indemnification for expenses actually and
reasonably incurred. Section 6.5 of the Corporation's Bylaws provides that the
Corporation shall indemnify its officers, directors, employees, fiduciaries and
agents (and their heirs and legal representatives) to the full extent permitted
by Delaware law.
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; 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 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.
<PAGE>
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 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.
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 3rd day
of May, 1999.
UNITED TECHNOLOGIES CORPORATION
By s/David J. FitzPatrick
(David J. FitzPatrick, Senior Vice
President and Chief Financial 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 3rd day of May 1999.
Signature Title
GEORGE DAVID * Chairman, Chief Executive
(George David) Officer and Director
s/David J. Fitzpatrick Senior Vice President and
DAVID J. FITZPATRICK Chief Financial Officer
s/Jay L. Haberland
JAY L. HABERLAND Vice President - Controller
ANTONIA HANDLER CHAYES * Director
(Antonia Handler Chayes)
<PAGE>
JEAN-PIERRE GARNIER * Director
(Jean-Pierre Garnier)
PEHR G. GYLLENHAMMAR *
(Pehr G. Gyllenhammar) Director
KARL J. KRAPEK *
(Karl J. Krapek) Director
CHARLES R. LEE *
(Charles R. Lee) Director
RICHARD D. McCORMICK *
(Richard D. McCormick) Director
WILLIAM J. PERRY *
(William J. Perry) Director
FRANK P. POPOFF *
(Frank P. Popoff) Director
ANDRE VILLENEUVE *
(Andre Villeneuve) Director
H. A. WAGNER *
(H. A. Wagner) Director
* By s/William H. Trachsel
WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT
FOR THE DIRECTORS AND OFFICERS AFTER
WHOSE NAMES APPEARS AN ASTERISK
<PAGE>
EXHIBIT INDEX
5 -- Opinion of Counsel as to the legality of the securities
23(a) -- Consent of PricewaterhouseCoopers, LLP
23(b) -- The consent of counsel is contained in Exhibit 5
24 -- Powers of Attorney
<PAGE>
Exhibit 5
May 5, 1999
The Board of Directors
United Technologies Corporation
One Financial Plaza
Hartford, CT 06101
Re: S-8 Registration Statement for the UTC
Nonemployee Director Stock Option Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the proposed filing with the
Securities and Exchange Commission on or about May 5, 1999, of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, in
connection with the offering of 300,000 shares of Common Stock, par value $1 per
share (the "Shares") to be issued under the Corporation's Nonemployee Director
Stock Option 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
non-assessable. I hereby consent to the filing of this opinion as an Exhibit to
the aforementioned Registration Statement.
Very truly yours,
s/Richard M. Kaplan
Richard M. Kaplan
Associate General Counsel
RMK/pr
Exhibit 24
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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/Antonia Handler Chayes
Antonia Handler Chayes
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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
George David
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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/Jean-Pierre Garnier
Jean-Pierre Garnier
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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
Pehr G. Gyllenhammar
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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/Karl J. Krapek
Karl J. Krapek
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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
Charles R. Lee
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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/Richard D. McCormick
Richard D. McCormick
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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/William J. Perry
William J. Perry
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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/Harold A. Wagner
Harold A. Wagner
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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/Frank P. Popoff
Frank P. Popoff
Date: April 30, 1999<PAGE>
<PAGE>
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: 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; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, 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, 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/Andre Villeneuve
Andre Villeneuve
Date: April 30, 1999<PAGE>
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 for the United Technologies Corporation Nonemployee
Director Stock Option Plan of our report dated January 21, 1999, which appears
on Page 10 of the 1998 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, 1998.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page S-I of such Annual Report on Form 10-
K. We also consent to the reference to us under the heading "Interests of Named
Experts and Counsel" in the Form S-8.
PricewaterhouseCoopers LLP
Hartford, Connecticut
May 5, 1999
