<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY , 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
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 (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
7755 EAST MARGINAL WAY SOUTH
SEATTLE, WASHINGTON 98108
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
THE BOEING COMPANY
VOLUNTARY INVESTMENT PLAN
(FULL TITLE OF THE PLAN)
HEATHER HOWARD
CORPORATE SECRETARY AND CORPORATE COUNSEL
THE BOEING COMPANY
7755 EAST MARGINAL WAY SOUTH
SEATTLE, WASHINGTON 98108
(206) 655-7531
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
COPY TO:
J. SUE MORGAN
PERKINS COIE
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES NUMBER TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
---------------- ------------- --------------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE
$5.00 PER SHARE 10,000,000 $58.125 $581,250,000 $176,136.36
- ------------------------- ------------- --------------------------- ---------------------------- ----------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(1) Includes an indeterminate number of additional shares that may be
issued to adjust the number of shares issued pursuant to such employee
benefit plan as the result of any future stock split, stock dividend or
similar adjustment of the registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended. The
price per share is estimated to be $58.125, based on the average of the
high sales price ($58.625) and the low sales price ($57.625) for the
registrant's Common Stock as reported for the New York Stock Exchange
Composite Transactions on July 28, 1997.
<PAGE> 2
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, 1996, filed with the Securities and Exchange Commission (the
"Commission"), on March 10, 1997, which contains audited consolidated financial
statements for the most recent fiscal 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 on Form
10-K referred to in (a) above; and
(c) The Registrant's Registration Statement on Form 10 (Registration
No. 1-422) with respect to the Registrant's common stock and 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 Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters 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 that 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, 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
that involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful
II-1
<PAGE> 3
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 that,
with certain exceptions and within certain limitations, indemnifies them against
losses and liabilities arising from an alleged "wrongful act," including an
alleged error or misstatement, misleading statement, wrong act or omission,
neglect or breach of duty, in their capacities as such.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- --------------------------------------------------------------------------
<S> <C>
5.1 Opinion of counsel regarding legality of the Common Stock being registered
15.1 Letter regarding unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP (see page II-6)
23.2 Consent of counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
</TABLE>
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) 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) that, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and
(c) 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 (1)(a) and (1)(b) 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 with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 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 that remain unsold at the
termination of the offering.
II-2
<PAGE> 4
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 benefit
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 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 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.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Seal Beach, State of California, on June 30, 1997.
THE BOEING COMPANY
By: /s/ Philip M. Condit
--------------------------------
Philip M. Condit
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Philip M. Condit, Theodore J. Collins and B.E. Givan, or any of them, his
attorneys-in-fact, with the power of substitution, for him in any and all
capacities, to sign any amendments to this registration statement, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on June 30, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Philip M. Condit Chairman of the Board and Chief Executive Officer
- ------------------------------- (Principal Executive Officer) and Director
Philip M. Condit
/s/ B.E. Givan Senior Vice President and Chief Financial Officer
- ------------------------------- (Principal Financial Officer)
B.E. Givan
/s/ Gary W. Beil Vice President and Controller
- ------------------------------- (Principal Accounting Officer)
Gary W. Beil
/s/ John E. Bryson Director
- -------------------------------
John E. Bryson
/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/ Donald E. Petersen Director
- -------------------------------
Donald E. Petersen
/s/ Charles M. Pigott Director
- -------------------------------
Charles M. Pigott
/s/ Rozanne L. Ridgway Director
- -------------------------------
Rozanne L. Ridgway
/s/ Frank Shrontz Director
- -------------------------------
Frank Shrontz
/s/ George H. Weyerhaeuser Director
- -------------------------------
George H. Weyerhaeuser
</TABLE>
II-4
<PAGE> 6
THE PLAN
Pursuant to requirements of the Securities Act of 1933, as amended, the
persons who administer The Boeing Company Voluntary Investment Plan have 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 July 30, 1997.
THE BOEING COMPANY
VOLUNTARY INVESTMENT PLAN
By: THE BOEING COMPANY
By: /s/ Boyd E. Givan
-------------------------------
Boyd E. Givan
Senior Vice President and Chief Financial Officer
II-5
<PAGE> 7
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 23, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of The Boeing
Company and subsidiaries for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
July 30, 1997
II-6
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- --------------- --------------------------------------------------------------------------
<S> <C>
5.1 Opinion of counsel regarding legality of the Common Stock being registered
15.1 Letter regarding unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP (see page II-6)
23.2 Consent of counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letterhead of The Boeing Company]
July 30, 1997
The Boeing Company
7755 East Marginal Way South
Seattle, Washington 98108
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen and Ladies:
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 ten million shares of common stock,
$5.00 par value, of the Company (the "Shares"). The Shares may be issued
pursuant to The Boeing Company Voluntary Investment Plan (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 may be issued by the Company 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
<PAGE> 1
EXHIBIT 15.1
[Letterhead of Deloitte & Touche LLP]
July 30, 1997
The Boeing Company
Seattle, Washington
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of The Boeing Company and subsidiaries for the periods ended March
31, 1997 and 1996, as indicated in our report dated May 13, 1997; because we did
not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, is being
incorporated by reference in this Registration Statement.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche
