Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rockwell International Corporation
(Exact name of registrant as specified in its charter)
Delaware 25-1797617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
777 East Wisconsin Avenue
Suite 1400
Milwaukee, Wisconsin 53202
(Address of Principal (Zip Code)
Executive Offices)
Directors Stock Plan of Rockwell International Corporation
(Full title of the plan)
WILLIAM J. CALISE, JR. ESQ.
Senior Vice President, General Counsel and Secretary
Rockwell International Corporation
777 East Wisconsin Avenue, Suite 1400
Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 212-5200
(Telephone number, including area code, of agent for service)
Copy to:
PETER R. KOLYER, ESQ.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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Amount Proposed maximum Proposed maximum Amount of
Title of Securities to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
- --------------------------------- ----------------- --------------------- --------------------- ---------------------
Common Stock, par value $1 per
share (including the
associated Preferred Share 272,255 shares $47.2813 $12,872,570 $3,399
Purchase Rights)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the high and low per share market
price of the Common Stock for New York Stock Exchange Composite Transactions on
December 16, 1999 of $47.2813.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file (File No. 1-12383) with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference and made a part hereof:
(a) Annual Report on Form 10-K of Rockwell International Corporation
("Rockwell") for the year ended September 30, 1999.
(b) The description of Rockwell's Common Stock, par value $1 per
share, and Rockwell's Preferred Share Purchase Rights, which is
incorporated in Rockwell's Registration Statement on Form 8-A
dated October 30, 1996 by reference to the material under the
caption "Description of New Rockwell Capital Stock" on pages
105-115 of Rockwell's Proxy Statement-Prospectus dated October
29, 1996, constituting a part of Rockwell's Registration
Statement on Form S-4 (Registration No. 333-14969).
All documents subsequently filed by Rockwell pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any such
statement so modified or superseded shall not constitute a part of this
registration statement, except as so modified or superseded.
Item 4. Description of Securities.
This Item is not applicable.
Item 5. Interests of Named Experts and Counsel.
William J. Calise, Jr., Esq., who has passed upon the legality of any
newly issued Common Stock of Rockwell covered by this registration statement, is
Senior Vice President, General Counsel and Secretary of Rockwell.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors to a corporation or its
shareholders for breach of their fiduciary duty of care, subject to certain
limitations (8 Del. G.C.L. sec. 102(b)(7)) and also provides for indemnification
of directors, officers, employees and agents subject to certain limitations
(8 Del.G.C.L. sec. 145).
The last paragraph of Article Seventh of Rockwell's Restated
Certificate of Incorporation, as amended, eliminates monetary liability of
directors to Rockwell and its shareowners for breach of fiduciary duty as
directors to the extent permitted by Delaware law.
Section 13 of Article III of the By-Laws of Rockwell and the appendix
thereto entitled Procedures for Submission and Determination of Claims for
Indemnification Pursuant to Article III, Section 13 of the
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By-Laws provide, in substance, for the indemnification of directors, officers,
employees and agents of Rockwell to the extent permitted by Delaware law.
Rockwell's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.
In addition, Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which Rockwell
or such persons may be required to make in respect thereof.
Item 7. Exemption from Registration Claimed.
This Item is not applicable.
Item 8. Exhibits.
4-a -- Restated Certificate of Incorporation of Rockwell, as
amended, filed as Exhibit 3-a-1 to Rockwell's Annual Report
on Form 10-K for the year ended September 30, 1996, is
hereby incorporated by reference.
4-b -- By-Laws of Rockwell filed as Exhibit 3-b-2 to Rockwell's
Annual Report on Form 10-K for the year ended September 30,
1998, is hereby incorporated by reference.
4-c -- Rights Agreement dated as of November 30, 1996 between
Rockwell and ChaseMellon Shareholder Services, L.L.C., as
rights agent, filed as Exhibit 4-c to Registration
Statement No. 333-17031, is hereby incorporated by
reference.
4-d-1 -- Copy of the Directors Stock Plan of Rockwell
International Corporation, as amended (the "Directors Stock
Plan"), filed as Exhibit 10-c-1 to Rockwell's Annual Report
on Form 10-K for the year ended September 30, 1999, is
hereby incorporated by reference.
4-d-2 -- Form of Stock Option Agreement under the Directors Stock
Plan, filed as Exhibit 10-d to Rockwell's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996 (File No.
1-1035), is hereby incorporated by reference.
4-d-3 -- Form of Restricted Stock Agreement under the Directors
Stock Plan, filed as Exhibit 10-f to Rockwell's Quarterly
Report on Form 10-Q for the quarter ended December 31,
1996, is hereby incorporated by reference.
5 -- Opinion of William J. Calise, Jr., Esq., Senior Vice
President, General Counsel and Secretary of Rockwell, as to
the legality of any newly issued Common Stock covered by
this registration statement.
23-a -- Consent of Deloitte & Touche LLP, independent auditors,
set forth on page II-5 of this registration statement.
23-b -- Consent of William J. Calise, Jr., Esq., Senior Vice
President, General Counsel and Secretary of Rockwell,
contained in his opinion filed as Exhibit 5 to this
registration statement.
23-c -- Consent of Chadbourne & Parke LLP, set forth on page
II-5 of this registration statement.
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24 -- Powers of Attorney authorizing certain persons to sign
this registration statement on behalf of certain directors
and officers of Rockwell, filed as Exhibit 24 to Rockwell's
Annual Report on Form 10-K for the year ended September 30,
1999, is hereby incorporated by reference.
Item 9. Undertakings.
A. Rockwell hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or furnished
to the Commission by Rockwell pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Rockwell's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of the Plan's annual report pursuant to Section 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.
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Rockwell
pursuant to the foregoing provisions, or otherwise, Rockwell 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 Rockwell of expenses incurred or paid by a director, officer or
controlling person of Rockwell in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Rockwell will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act 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 Milwaukee, State of Wisconsin on the 23rd day of
December, 1999.
ROCKWELL INTERNATIONAL CORPORATION
By /s/ William J. Calise, Jr.
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(William J. Calise, Jr., Senior Vice
President, General Counsel and
Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 23rd day of December, 1999 by the
following persons in the capacities indicated:
Signature Title
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DON H. DAVIS, JR.* Chairman of the Board and
Chief Executive Officer
(principal executive officer)
GEORGE L. ARGYROS* Director
DONALD R. BEALL* Director
WILLIAM H. GRAY, III* Director
JAMES CLAYBURN LA FORCE, JR.* Director
WILLIAM T. MCCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
ROBERT B. SHAPIRO* Director
WILLIAM S. SNEATH* Director
JOSEPH F. TOOT, JR.* Director
W. MICHAEL BARNES* Senior Vice President,
Finance & Planning and
Chief Financial Officer
(principal financial officer)
WILLIAM E. SANDERS* Vice President and Controller
(principal accounting officer)
* By /s/ Willima J. Calise, Jr.
--------------------------------
(William J. Calise, Jr., Attorney-in-fact)**
** By authority of the power of attorney filed herewith.
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Rockwell International Corporation on Form S-8 of our report dated
November 3, 1999, appearing in the Annual Report on Form 10-K of Rockwell
International Corporation for the year ended September 30, 1999, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
December 21, 1999
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CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of
the summary of our opinion under the caption "Tax Consequences" in the
Prospectus related to this Registration Statement on Form S-8 filed by Rockwell
International Corporation in respect of the Directors Stock Plan of Rockwell
International Corporation.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
December 23, 1999
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EXHIBIT INDEX
Exhibit Page
Number ----
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4-a Restated Certificate of Incorporation of Rockwell, as amended,
filed as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K
for the year ended September 30, 1996, is hereby incorporated
by reference.
4-b By-Laws of Rockwell filed as Exhibit 3-b-2 to Rockwell's Annual
Report on Form 10-K for the year ended September 30, 1998, is
hereby incorporated by reference.
4-c Rights Agreement dated as of November 30, 1996 between Rockwell
and ChaseMellon Shareholder Services, L.L.C., as rights agent,
filed as Exhibit 4-c to Registration Statement No. 333-17031,
is hereby incorporated by reference.
4-d-1 Copy of the Directors Stock Plan of Rockwell International
Corporation, as amended (the "Directors Stock Plan"), filed as
Exhibit 10-c-1 to Rockwell's Annual Report on Form 10-K for the
year ended September 30, 1999, is hereby incorporated by
reference.
4-d-2 Form of Stock Option Agreement under the Directors Stock Plan,
filed as Exhibit 10-d to Rockwell's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996 (File No. 1-1035), is
hereby incorporated by reference.
4-d-3 Form of Restricted Stock Agreement under the Directors Stock
Plan, filed as Exhibit 10-f to Rockwell's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1996, is hereby
incorporated by reference.
5 Opinion of William J. Calise, Jr.,Esq., Senior Vice President,
General Counsel and Secretary of Rockwell, as to the legality of
any newly issued Common Stock covered by this registration
statement.
23-a Consent of Deloitte & Touche LLP, independent auditors, set
forth on page II-5 of this registration statement.
23-b Consent of William J. Calise, Jr., Esq., Senior Vice President,
General Counsel and Secretary of Rockwell, contained in his
opinion filed as Exhibit 5 to this registration statement.
23-c Consent of Chadbourne & Parke LLP, set forth on page II-5 of
this registration statement.
24 Powers of Attorney authorizing certain persons to sign this
registration statement on behalf of certain directors and
officers of Rockwell, filed as Exhibit 24 to Rockwell's Annual
Report on Form 10-K for the year ended September 30, 1999, is
hereby incorporated by reference.
Exhibit 5
[Letterhead of William J. Calise, Jr.]
December 23, 1999
Rockwell International Corporation
777 East Wisconsin Avenue
Suite 1400
Milwaukee, WI 53202
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Rockwell
International Corporation, a Delaware corporation (the "Company"), and am
delivering this opinion in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") registering
under the Securities Act of 1933, as amended (the "Act"), 272,255 shares of
Common Stock, par value $1 per share, of the Company (the "Common Shares") that
may be issued in accordance with the Directors Stock Plan of Rockwell
International Corporation (the "Plan").
I have examined such documents, records and matters of law as I have deemed
necessary as a basis for the opinion hereinafter expressed. On the basis of the
foregoing, and having regard for legal considerations that I deem relevant, I am
of the opinion that when the Registration Statement becomes effective under the
Act, any newly issued Common Shares delivered in accordance with the Plan will,
when so delivered, be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
I express no opinion herein as to any laws other than the General Corporation
Law of the State of Delaware and the Federal laws of the United States.
Very truly yours,
/s/ William J. Calise, Jr.
William J. Calise, Jr.
