<PAGE> 1
As filed with the Securities and Exchange Commission on July 30, 1997.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
EMPLOYEE SAVINGS PLAN OF MCDONNELL DOUGLAS CORPORATION - SALARIED PLAN
EMPLOYEE SAVINGS PLAN OF MCDONNELL DOUGLAS CORPORATION - COMPONENT PLAN
EMPLOYEE THRIFT PLAN OF MCDONNELL DOUGLAS CORPORATION - SUBSIDIARY PLAN
EMPLOYEE THRIFT PLAN OF MCDONNELL DOUGLAS CORPORATION - HOURLY PLAN
EMPLOYEE INVESTMENT PLAN OF MCDONNELL DOUGLAS CORPORATION -
HOURLY EAST PLAN
EMPLOYEE INVESTMENT PLAN OF MCDONNELL DOUGLAS CORPORATION -
HOURLY WEST PLAN
(Full title of the plans)
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
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Number to Be Offering Price Per Aggregate Offering Amount of
to Be Registered Registered(1) Share(2) Price Registration Fee
- -------------------------------------------------- -------------- ------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $5.00 per share
Employee Savings Plan of McDonnell Douglas
Corporation - Salaried Plan 1,582,630 $58.125 $ 91,990.369.75 $27,875.87
Employee Savings Plan of McDonnell Douglas
Corporation - Component Plan 71,397 $58.125 $ 4,149,950.63 $ 1,257.56
Employee Thrift Plan of McDonnell Douglas
Corporation - Subsidiary Plan 21,570 $58.125 $ 1,253,756.25 $ 379.93
Employee Thrift Plan of McDonnell Douglas
Corporation - Hourly Plan 1,957 $58.125 $ 113,750.63 $ 34.47
Employee Investment Plan of McDonnell Douglas
Corporation - Hourly East Plan 133,129 $58.125 $ 7,738.123.13 $ 2,344.89
Employee Investment Plan of McDonnell Douglas
Corporation - Hourly West Plan 189,317 $58.125 $ 11,004,050.63 $ 3,334.56
TOTAL 2,000,000 $116,250,000.00 $35,227.27
</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 plans
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 plans
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 on the New York Stock Exchange on
July 28, 1997.
<PAGE> 3
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 Plans is given by Heather Howard, Corporate Secretary and
Corporate Counsel for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 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 the 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.
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 dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
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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 any alleged "wrongful act," including any
alleged error or misstatement, misleading statement, wrongful 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.
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.
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C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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> 6
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 Seattle, State of Washington, on April 28, 1997.
THE BOEING COMPANY
By: /s/ Philip M. Condit
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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 or her
attorneys-in-fact, with the power of substitution, for him or her 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 April 28, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
Chairman of the Board and Chief Executive Officer
/s/ Philip M. Condit (Principal Executive Officer)
- ------------------------------------------------------
Philip M. Condit
Senior Vice President and Chief Financial Officer
/s/ B.E. Givan (Principal Financial Officer)
- ------------------------------------------------------
B.E. Givan
Vice President and Controller
/s/ Gary W. Beil (Principal Accounting Officer)
- ------------------------------------------------------
Gary W. Beil
/s/ John E. Bryson Director
- ------------------------------------------------------
John E. Bryson
Director
/s/ John B. Fery
- ------------------------------------------------------
John B. Fery
Director
/s/ Paul E. Gray
- ------------------------------------------------------
Paul E. Gray
Director
/s/ Harold J. Haynes
- ------------------------------------------------------
Harold J. Haynes
Director
/s/ Donald E. Petersen
- ------------------------------------------------------
Donald E. Petersen
Director
/s/ Charles M. Pigott
- ------------------------------------------------------
Charles M. Pigott
Director
/s/ Rozanne L. Ridgway
- ------------------------------------------------------
Rozanne L. Ridgway
</TABLE>
II-4
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/s/ Frank A. Shrontz Director
- ------------------------------------------------------
Frank A. Shrontz
/s/ George H. Weyerhaeuser Director
- ------------------------------------------------------
George H. Weyerhaeuser
II-5
<PAGE> 8
THE PLANS
Pursuant to requirements of the Securities Act of 1933, as amended, the persons
who will administer the Employee Savings Plan of McDonnell Douglas Corporation -
Salaried Plan, the Employee Savings Plan of McDonnell Douglas Corporation -
Component Plan, the Employee Thrift Plan of McDonnell Douglas Corporation -
Subsidiary Plan, the Employee Thrift Plan of McDonnell Douglas Corporation -
Hourly Plan, the Employee Investment Plan of McDonnell Douglas Corporation -
Hourly East Plan, and the Employee Investment Plan of McDonnell Douglas
Corporation - Hourly West Plan, have duly caused this Registration Statement to
be signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Seattle, State of Washington, on July 30, 1997.
EMPLOYEE SAVINGS PLAN OF MCDONNELL
DOUGLAS CORPORATION - SALARIED PLAN
By: THE BOEING COMPANY
By: /s/ Boyd E. Givan
------------------------------------------
Boyd E. Givan
Senior Vice President and Chief Financial Officer
EMPLOYEE SAVINGS PLAN OF MCDONNELL
DOUGLAS CORPORATION - COMPONENT PLAN
By: THE BOEING COMPANY
By: /s/ Boyd E. Givan
------------------------------------------
Boyd E. Givan
Senior Vice President and Chief Financial Officer
EMPLOYEE THRIFT PLAN OF MCDONNELL
DOUGLAS CORPORATION - SUBSIDIARY PLAN
By: THE BOEING COMPANY
By: /s/ Boyd E. Givan
------------------------------------------
Boyd E. Givan
Senior Vice President and Chief Financial Officer
EMPLOYEE THRIFT PLAN OF MCDONNELL
DOUGLAS CORPORATION - HOURLY PLAN
By: THE BOEING COMPANY
By: /s/ Boyd E. Givan
------------------------------------------
Boyd E. Givan
Senior Vice President and Chief Financial Officer
II-6
<PAGE> 9
EMPLOYEE INVESTMENT PLAN OF
MCDONNELL DOUGLAS CORPORATION -
HOURLY EAST PLAN
By: THE BOEING COMPANY
By: /s/ Boyd E. Givan
------------------------------------------
Boyd E. Givan
Senior Vice President and Chief Financial Officer
EMPLOYEE INVESTMENT PLAN OF
MCDONNELL DOUGLAS CORPORATION -
HOURLY WEST PLAN
By: THE BOEING COMPANY
By: /s/ Boyd E. Givan
------------------------------------------
Boyd E. Givan
Senior Vice President and Chief Financial Officer
II-7
<PAGE> 10
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.
DELOITTE & TOUCHE LLP
Seattle, Washington
July 30, 1997
II-8
<PAGE> 11
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-8)
23.2 Consent of counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
</TABLE>
<PAGE> 1
[Letterhead of The Boeing Company]
EXHIBIT 5.1
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 two million shares of common stock, $5.00 par
value, of the Company (the "Shares"). The Shares may be issued pursuant to the
following:
Employee Savings Plan of McDonnell Douglas Corporation - Salaried Plan
Employee Savings Plan of McDonnell Douglas Corporation - Component Plan
Employee Thrift Plan of McDonnell Douglas Corporation - Subsidiary Plan
Employee Thrift Plan of McDonnell Douglas Corporation - Hourly Plan
Employee Investment Plan of McDonnell Douglas Corporation - Hourly East Plan
Employee Investment Plan of McDonnell Douglas Corporation - Hourly West Plan
(together, the "Plans").
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 Plans, 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 Plans, and the
receipt of consideration therefor in accordance with the terms of the Plans,
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, 1996 and 1995, 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
