As filed with the Securities and Exchange Commission on March , 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE BOEING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 91-0425694
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(I.R.S. EMPLOYER IDENTIFICATION NO.)
7755 EAST MARGINAL WAY SOUTH
SEATTLE, WASHINGTON 98108
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF THE BOEING COMPANY
(FULL TITLE OF THE PLAN)
HEATHER HOWARD
CORPORATE SECRETARY AND CORPORATE COUNSEL
7755 EAST MARGINAL WAY SOUTH
SEATTLE, WASHINGTON 98108
206: 655-7531
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registra-
registered registered share (1) price (1) tion fee
Common
stock, par 125,000 $45.6875 $5,710,937.50 $1,969.29
value $5.00 shares(2)
per share
(1)Estimated solely for the purpose of calculating the registration fee, pur-
suant to Rule 457 under the Securities Act of 1933, as amended. The price
per share is estimated to be $45.6875, based on the average of the high and
low sales prices for the registrant's common stock on March 17, 1994, as
reported for New York Stock Exchange Composite Transactions.
(2)Includes an indeterminable number of additional shares which may be necessary
to adjust the number of shares reserved for issuance pursuant to such plan as
the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
registration statement:
(a)The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, which contains audited financial statements for the
most recent year for which such statements have been filed;
(b)All other reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and
(c)The description of the registrant's common stock contained in the
registration statement on Form 10 (Registration No. 1-442), filed with the
Commission on April 20, 1935, under Section 12(g) of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment, which documents indicate that the securities
offered hereby have been sold or which deregister the securities covered
hereby then remaining unsold, shall also be deemed to be incorporated by
reference into this registration statement and to be a part hereof commencing
on the respective dates on which such documents are filed.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The opinion of counsel as to the legality of the securities which may be
issued under the Plan is given by Heather Howard, Corporate Secretary and
Corporate Counsel for the registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation in a derivative action),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such actions, and
the statute requires court approval before there can be any indemnification
where the person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
Article VII, Section 4 of the registrant's By-Laws provides for
indemnification of the registrant's directors and officers to the full extent
permitted under Delaware law.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation 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 payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit.
Article Twelfth of the registrant's Restated Certificate of Incorporation
provides that, to the full extent that Delaware law permits the limitation or
elimination of the liability of directors, a director of the registrant will
not be liable to the registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director.
Officers and directors of the registrant are covered by insurance which, with
certain exceptions and within certain limitations, indemnifies them against
losses and liabilities arising from any alleged "wrongful act," including any
alleged error or misstatement, misleading statement, wrong act or omission,
neglect or breach of duty.
Article Sixth of the registrant's Restated Certificate of Incorporation
provides that the personal liability of each director of the registrant to the
registrant or to its stockholders for monetary damages for breach of fiduciary
duty as a director is limited to the fullest extent permitted by the Delaware
General Corporation Law.
The registrant also maintains an insurance policy insuring its directors and
officers against liability for certain acts or omissions while acting in their
official capacities.
Directors and officers of the registrant are covered by insurance which (with
certain exceptions and within certain limitations) indemnifies them against
losses and liabilities arising from any alleged "wrongful act," including any
violation of statute, alleged error or misstatement or misleading statement,
or wrongful act or omission or neglect or breach of duty.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------------------------------------------------------------------------------
5 Opinion of counsel regarding legality of the common stock being
registered
23.1 Consent of Deloitte & Touche
23.2 Consent of counsel (included in Exhibit 5)
24 Power of Attorney (see signature page)
99 Deferred Compensation Plan for Directors of The Boeing Company
ITEM 9. UNDERTAKINGS
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (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 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 paragraphs (l)(i) and (l)(ii) above do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 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.
(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 (and, where applicable, each filing of an employee benefits 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.
(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 Securities and Exchange 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 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 of
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Seattle, State of Washington, on February 28, 1994.
THE BOEING COMPANY
By /s/ Frank Shrontz
Frank Shrontz
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
collectively and individually Frank Shrontz, Philip M. Condit and Douglas P.
Beighle as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, in his or her name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on February 28, 1994.
Signature
- ---------
/s/ Frank Shrontz
- ------------------------------------------------ Chairman of the Board and
Frank Shrontz Chief Executive Officer
/s/ Boyd E. Givan
- ------------------------------------------------ Senior Vice President
Boyd E. Givan and Chief Financial Officer
/s/ Thomas M. Budinich
- ------------------------------------------------- Vice President and Controller
Thomas M. Budinich
/s/ Robert A. Beck
- ------------------------------------------------ Director
Robert A. Beck
/s/ Philip M. Condit
- -------------------------------------------------- President and Director
Philip M. Condit
/s/ John B. Fery
- ------------------------------------------------ Director
John B. Fery
/s/ Paul E. Gray
- ------------------------------------------------ Director
Paul E. Gray
/s/ Harold J. Haynes
- ------------------------------------------------ Director
Harold J. Haynes
/s/ Stanley Hiller, Jr.
- ----------------------------------------------- Director
Stanley Hiller, Jr.
/s/ George M. Keller
- ------------------------------------------------ Director
George M. Keller
/s/ Donald E. Petersen
- ------------------------------------------------ Director
Donald E. Petersen
/s/ Charles M. Pigott
- ------------------------------------------------ Director
Charles M. Pigott
/s/ Rozanne L. Ridgway
- ------------------------------------------------ Director
Rozanne L. Ridgway
- ------------------------------------------------- Director
George H. Weyerhaeuser
INDEX TO EXHIBITS
Exhibit
Number Description
- ----------------------------
5 Opinion of counsel regarding legality of the common stock being
registered
23.1 Consent of Deloitte & Touche
23.2 Consent of counsel (included in Exhibit 5)
24 Power of Attorney (see signature page)
99 Deferred Compensation Plan for Directors of The Boeing Company
EXHIBIT 5
March 16, 1994
The Boeing Company
7755 East Marginal Way South
Seattle, Washington 98108
Gentlemen:
As Corporate Counsel of The Boeing Company (the "Company"), I have acted as
counsel in connection with the Registration Statement on Form S-8 which is being
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to 125,000 shares of common stock, $5.00 par
value (the "Shares"). The Shares are to be issued pursuant to the Deferred
Compensation Plan for Directors of The Boeing Company (the "Plan").
I have examined the Registration Statement and a copy of the Restated
Certificate of Incorporation of the Company and any amendments thereto to date,
a copy of the By-Laws of the Company as amended to date, and such resolutions of
the Board of Directors of the Company and other documentation as I have deemed
necessary for the purpose of this opinion.
Based upon and subject to the foregoing, I am of the opinion that the Shares
that will be issued pursuant to the Plan, upon the due execution by the Company
and registration by its registrar of the Shares and the issuance thereof by the
Company in accordance with the terms of the Plan, and the receipt of
consideration therefor 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 Registration
Statement and to the reference to me under the heading "Interests of Named
Experts and Counsel" in the Registration Statement.
Cordially,
/s/ Heather Howard
Heather Howard
Corporate Secretary and
Corporate Counsel
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
- --------------------------------------------------------------------------------
We consent to the incorporation by reference in this Registration Statement of
The Boeing Company on Form S-8 of our reports dated January 24, 1994, appearing
in, and incorporated by reference in the Annual Report on Form 10-K of The
Boeing Company for the year ended December 31, 1993.
/s/ Deloitte & Touche
Deloitte & Touche
Seattle, Washington
March 17, 1994
EXHIBIT 99
DEFERRED COMPENSATION PLAN FOR
DIRECTORS OF THE BOEING COMPANY
1. Purpose. The purpose of the Deferred Compensation Plan for Directors of
The Boeing Company (the "Plan") is to provide for deferral of payment of
all or a portion of any annual fees, meeting fees, or both, payable to
members of the Board of Directors of The Boeing Company (the "Company").
2. Eligibility. Any member of the Company's Board of Directors entitled to
compensation as a director is eligible to elect to participate in the Plan.
3. Election to Participate. A director may elect to defer all or a specified
percentage of annual fees, meeting fees, or both, that may thereafter
become payable, by executing and delivering to the Company a notice which
states the percentage of the fees to be deferred and the deferral account
to which the fees are to be credited. An election or change in election
must be made by December 1 to be effective for fees to be paid in the
following year.
An election to participate will remain in effect until participation in the
Plan terminates, or until the election is changed by a notice to the
Company increasing or decreasing the percentage of fees to be deferred, or
changing the account for future deferrals. If a Director or former
Director having an account under the Plan (a "Participant") terminates
participation in the Plan, all amounts accumulated in the Participant's
account(s) prior to termination will continue to be held subject to the
Plan.
4. Deferral Accounts. All fees deferred under the Plan shall be credited to
the Participant either in an Interest Credit deferral account or in a Stock
Unit deferral account, at the election of the Participant, such election
to be irrevocable once made. In the absence of an election, the Interest
Credit deferral account shall be credited. Fees shall be credited at the
time the fees otherwise are payable.
Each Participant's account(s) shall be credited with earnings thereon as
follows:
Interest Credit Deferral Account. As of March 31, June 30, September 30,
and December 31 each year, a Participant's Interest Credit deferral account
shall be credited with interest on all amounts in that account during the
preceding quarter.
Interest will be computed during each calendar year at the mean between the
high and the low during the first eleven months of the preceding year of
yields on Aa-rated Industrial Bonds as reported by Moody's Investors
Service, Inc., rounded to the nearest 1/4th of one percent. The Company
will notify Participants annually of the established interest rate.
Stock Unit Deferral Account. At the time the fee is credited, the
Participant's Stock Unit deferral account shall be credited with the number
of shares of the Company's common stock that could be purchased with the
fee, based on the Fair Market Value of such stock on the day the fee is
credited (or on the next business day on which the Exchange is open, if the
Exchange is closed on the day the fee is credited), excluding commissions,
taxes, and other charges; and such number (carried to two decimal places)
shall be recorded as stock units in the Participant's account, for
bookkeeping purposes only. For purposes of the Plan, "Fair Market Value"
equals the mean of the high and low per share trading prices for the common
stock of the Company as reported in The Wall Street Journal for the "New
York Stock Exchange - Composite Transactions" for a single trading day.
The number of stock units in an account shall be appropriately adjusted to
reflect stock splits, stock dividends, and other like adjustments in the
Company's common stock.
Each Participant's Stock Unit deferral account periodically shall be
credited with the number of shares of the Company's common stock that could
be purchased, as set forth in the preceding paragraph, by an amount equal
to the cash dividends that would be payable on the numb%r of shares of the
Company's common stock that equals the number of stock units in a
Participant's Stock Unit deferral account. The Company will notify
Participants annually of the number of stock units, and the dividend
equivalents, credited to their Stock Unit deferral account.
The Committee may authorize an irrevocable one-time election by
Participants to elect the Stock Unit deferral account for Plan balances as
of December 31, 1993.
5. Payment. The timing and manner of distribution of amounts held under the
Plan shall be determined by the Committee in its sole discretion, but
distributions shall commence no earlier than as set forth in this section.
Distributions must commence no later than the January 15 immediately
following: (a) the year in which the Participant reaches age 70-1/2 or,
(b) if the Participant continues service on the Board beyond such age, the
year the Participant retires from the Board or otherwise terminates service
from the Board. A Participant may submit an election to the Committee,
stating the number of years over which the Participant requests that
payment be made (which shall be between 1 and 15 years), the initial year
of payment, and the payment option (in the case of payments to be made over
2 or more years). The election shall be submitted to the Committee by not
later than December 1 of the year in which the Participant retires from the
Board or otherwise terminates service from the Board. The distribution
shall be made in accordance with the election unless the Committee
determines that the distribution should be made at some different time or
in some different manner.
The payment options (in the case of payments to be made over 2 or more
years) shall be as follows:
- Approximately Equal Option. The amount payable to the Participant
each year shall be computed so that the aggregate amount of cash or
stock in a Participant's account(s) under the Plan shall be
distributed in approximately equal installments in each year for which
deferred compensation payments are to be made; or
- Fractional Option. The amount payable to the Participant each year
shall be computed by multiplying a fraction, the numerator of which is
one and the denominator of which is the number of years remaining in
the distribution period, by the balance in the account(s) on January 1
of such year.
Under either option, the Participant's account(s) shall be debited at the
time of payment, which shall be on or before January 15 of each year.
An approved payment period and payment option shall be applicable to the
Participant's total aggregate deferred compensation accounts under the
Plan, including any accounts previously maintained that have been combined
into an account under this Plan. Participants who have filed elections
prior to January 1, 1993, may by December 1, 1993, revise such elections
(subject to Committee approval) to reflect the payment periods and payment
options permitted by the foregoing provisions, or may cancel such elections
and defer making an election until such time as is permitted by the
foregoing provisions.
Distributions of amounts from a Stock Unit deferral account shall be paid
in cash during any period in which the Participant is subject to Section 16
of the Securities Exchange Act of 1934 and the rules and regulations
thereunder ("Section 16"), and for any required Section 16 reporting period
thereafter. Following such period, distributions from the Stock Unit
deferral account may be made in stock at the written election of the
Participant, subject to Committee approval. Any cash distribution shall
equal the cash value, on the date as of which the distribution is
calculated (which shall be the first business day in January unless some
other date is prescribed by the Committee), of the number of whole shares
of Company common stock then distributable to such Participant, based on
the Fair Market Value of such stock on that date or the next day on which
the Exchange is open, if the Exchange is closed on the date the
distribution is calculated. Any distributions in stock shall be in whole
shares of the Company's common stock equal to the whole number of stock
units credited to the Participant's Stock Unit deferral account. No
fractional shares shall be distributed and any account balance remaining
after a stock distribution shall be paid in cash.
A Participant may request that amounts (except for any amounts, and any
interest credited thereon, which were deferred in the calendar year in
which the request for distribution is submitted) credited to the
Participant's Interest Credit deferral account be distributed during the
Participant's term of office as a director of the Company, or that an
approved method of payment of the account be changed. Any such request
must be submitted to the Committee by no later than December 1 of the year
prior to the year in which the distribution is requested to be made, must
set forth the reason therefor, and is subject to approval by the Committee
in its sole and absolute discretion. Distributions during a Participant's
term of office as a director of the Company shall not be permitted under
the Plan from amounts deferred to a Stock Unit deferral account, except in
the case of the Participant's disability. Disability, for these purposes,
shall mean a condition entitling the Participant to Disability Retirement
under the Company's Retirement Plan as if such Retirement Plan were
applicable to the Participant. No change to the timing of or payment
option for payments from the Stock Unit deferral account shall be
considered or allowed during the period the Participant is subject to
Section 16 and for any required Section 16 reporting period thereafter.
The Committee may establish guidelines for its own use in considering any
such request or any other request or election under the Plan, but such
guidelines shall not in any way limit the Committee's discretion in acting
upon a request or election, or in determining the timing and manner of any
distributions to be made under the Plan.
6. Beneficiaries. A Participant may designate one or more beneficiaries to
receive distributions from the Plan, upon the death of the Participant. If
no beneficiary has been designated, all such amounts shall be paid to the
personal representative of the Participant. Except as provided in the
following paragraph, the death of a Participant shall not affect the timing
or manner of distributions from the Participant's account(s).
A Participant may elect that one or more fixed payments be made from the
Participant's account(s) under the Plan, to the Participant's personal
representative or designated beneficiary, following the Participant's
death. Such payments, if approved by the Committee, shall be made within
15 months after the Participant's death. Any amounts thereafter remaining
in the account(s) will be distributed at the time and in the manner
approved by the Committee.
7. Termination or Amendment of the Plan. The Plan may be terminated,
modified, or amended from time to time by resolution of the Board of
Directors. If the Plan is terminated, all amounts accumulated prior to
termination will continue to remain subject to the provisions of the Plan
as if the Plan had not been terminated.
8. Participants' Rights. Amounts deferred and accumulated under the Plan
remain the property of the Company, and no Participant or other person
shall acquire any property interest in the account(s) or any other assets
of the Company on account of participation in the Plan, a Participant's
rights being limited to receiving from the Company the payments provided
for in the Plan. The Plan is unfunded, and to the extent that any Partici-
pant acquires a right to receive payments from the Plan, such right
shall be no greater than the right of an unsecured creditor of the
the Company.
Except to the extent provided in the final paragraph of Section 5 of the
Plan, the right of a Participant, the Participant's legal representative or
beneficiary to receive payments from the Plan shall not be subject to
anticipation, sale, assignment, pledge, encumbrance or charge, nor shall
such right be liable for or subject to the debts, contracts, liabilities or
torts of the Participant, or the Participant's legal representative or
beneficiaries.
9. Powers of Compensation Committee. The Compensation Committee of the Board
of Directors (the "Committee") shall have full power and authority to
construe and interpret the Plan. No member of the Committee shall act on
any matter concerning such member's participation in the Plan or such
member's account(s) under the Plan. Decisions of the Committee shall be
final and binding upon the Participants, their legal representatives and
beneficiaries. Approval by the Committee of any election or request made
by a Participant pursuant to the Plan shall be subject to the sole
discretion of the Committee.
