<PAGE>
AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON APRIL 20, 2000.
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 incorporation or (I.R.S. Employer
organization) Identification No.)
7755 EAST MARGINAL WAY SOUTH
SEATTLE, WASHINGTON 98108
(Address of principal executive offices, including zip code)
1992 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
THE BOEING COMPANY VOLUNTARY SAVINGS PLAN
BAO DEFERRED COMPENSATION VOLUNTARY SAVINGS PLAN
BAO RETIREMENT AND SAVINGS PLAN
VOLUNTARY SAVINGS PLAN FOR BAO AIRCRAFT AND TRAINER OPERATIONS EMPLOYEES
VOLUNTARY SAVINGS PLAN FOR BAO FLORIDA I. A. M. EMPLOYEES
BOEING - IRVING VOLUNTARY SAVINGS PLAN
BOEING - CORINTH VOLUNTARY SAVINGS PLAN
BOEING - OAK RIDGE, INC. VOLUNTARY SAVINGS PLAN
(Full title of the plans)
JAMES C. JOHNSON
VICE PRESIDENT, CORPORATE SECRETARY AND ASSISTANT GENERAL COUNSEL
THE BOEING COMPANY
7755 EAST MARGINAL WAY SOUTH
SEATTLE, WASHINGTON 98108
(206) 655-2505
(Name, address and telephone number, including area code, of agent for service)
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COPY TO:
J. SUE MORGAN
PERKINS COIE LLP
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------- ---------------- ---------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Number to Be Offering Price Per Aggregate Offering Amount of
to Be Registered Registered(1) Share(3) Price Registration Fee(2)
Common Stock, par value $5.00 per share
1992 Stock Option Plan for
Non-Employee Directors........... 300,000 $ 34.6875 $ 10,406250.00 $ 2,747.25
The Boeing Company Voluntary
Investment Plan.................. 20,000,000 $ 34.6875 $ 693,750,000.00 $183,150.00
BAO Deferred Compensation Voluntary
Savings Plan.................. 29,000 $ 34.6875 $ 1,005,937.50 $ 265.57
BAO Retirement and Savings Plan.... 53,000 $ 334.6875 $ 1,838,437.50 $ 485.35
Voluntary Savings Plan for BAO
Aircraft and Trainer Operations
Employees........................ 44,000 $ 34.6875 $ 1,526,250.00 $ 402.93
Voluntary Savings Plan for BAO
Florida I. A. M. Employees....... 16,000 $ 34.6875 $ 555,000.00 $ 146.52
Boeing - Irving Voluntary
Savings Plan..................... 255,000 $ 34.6875 $ 8,845,312.50 $ 2,335.16
Boeing - Corinth Voluntary
Savings Plan..................... 156,000 $ 34.6875 $ 5,411,250.00 $ 1,428.57
Boeing - Oak Ridge, Inc. Voluntary
Savings Plan..................... 56,000 $ 34.6875 $ 1,942,500.00 $ 512.82
---------------- ---------------------- --------------------- --------------------
TOTAL........................ 20,909,000 $ 725,280,937.50 $191,474.17
Less Value of Shares carried
forward(2)......................... ($ 88,642,518.75) ($23,401.63)
--------------------
Registration fee due............... $168,072.54
- ----------------------------------------- ---------------- ---------------------- --------------------- ====================
</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) Pursuant to Instruction E to Form S-8, this registration statement carries
forward the registration of $88,642,518.75 in value of the registrant's
Common Stock from the registrant's Registration Statement on Form S-8
(Registration No. 333-16363) filed with the Commission on November 20, 1996
(the "1996 Registration Statement") for the registrant's Boeing North
American Salaried Voluntary Savings Plan, Boeing North American Savings
Plan for Certain Employees, and Boeing North American Salaried Voluntary
Savings Plan for Certain Represented Hourly Employees, which were merged
into The Boeing Company Voluntary Investment Plan described herein
effective May 1, 1999. Based on the Proposed Maximum Offering Price Per
Share (see footnote 3) of $34.6875, registration of 2,555,460 shares is
carried forward from the 1996 Registration Statement.
(3) 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 $34.6875 based on the average of the
high sales price ($35.0625) and the low sales price ($34.3125) for the
registrant's Common Stock as reported on the New York Stock Exchange on
April 18, 2000.
2
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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, 1999, filed with the Securities and Exchange Commission (the
"Commission"), on March 8, 2000, 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 description of the Registrant's Common Stock contained in its
Current Report on Form 8-K dated January 30, 1998, under Section 13 or 15(d) 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. INTEREST 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 James C. Johnson, Vice President, Corporate
Secretary and Assistant General Counsel for the Registrant. Mr. Johnson owns
approximately 1,700 shares of the Registrant's Common Stock as well as stock
units granted under various incentive plans of 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
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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.
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
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<S> <C>
5.1 Opinion of counsel regarding legality of the Common Stock being registered
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>
The Registrant hereby undertakes that it will submit or has submitted
each of the plans subject to this Registration Statement (other than the 1992
Stock Option Plan for Non-Employee Directors) and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS as necessary in order to qualify the plans under
Section 401 of the Internal Revenue Service Code.
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");
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(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 (l)(a) and (l)(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.
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.
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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 19, 2000.
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 and Deborah C. Hopkins, 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 19, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Philip M. Condit Chairman of the Board and Chief Executive Officer
- ------------------------------------------------- (Principal Executive Officer)
Philip M. Condit
/s/ Harry C. Stonecipher President, Chief Operating Officer and Director
- -------------------------------------------------
Harry C. Stonecipher
/s/ Deborah C. Hopkins Senior Vice President and Chief Financial Officer
- ------------------------------------------------- (Principal Financial Officer)
Deborah C. Hopkins
/s/ Laurette T. Koellner Vice President and Corporate Controller
- ------------------------------------------------- (Principal Accounting Officer)
Laurette T. Koellner
/s/ John H. Biggs Director
- -------------------------------------------------
John H. Biggs
/s/ John E. Bryson Director
- -------------------------------------------------
John E. Bryson
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
/s/ Kenneth M. Duberstein Director
- -------------------------------------------------
Kenneth M. Duberstein
/s/ John B. Fery Director
- -------------------------------------------------
John B. Fery
/s/ Paul E. Gray Director
- -------------------------------------------------
Paul E. Gray
/s/ John F. Mcdonnell Director
- -------------------------------------------------
John F. McDonnell
/s/ William J. Perry Director
- -------------------------------------------------
William J. Perry
/s/ Charles M. Pigott Director
- -------------------------------------------------
Charles M. Pigott
/s/ Lewis E. Platt Director
- -------------------------------------------------
Lewis E. Platt
/s/ Rozanne L. Ridgway Director
- -------------------------------------------------
Rozanne L. Ridgway
</TABLE>
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THE PLANS
Pursuant to requirements of the Securities Act of 1933, as amended, the persons
who will administer the BAO Deferred Compensation Plan, BAO Retirement and
Savings Plan, Voluntary Savings Plan for BAO Aircraft and Trainer Operations,
Voluntary Savings Plan for BAO Florida I. A. M. Employees, Boeing - Irving
Voluntary Savings Plan, Boeing - Corinth Voluntary Savings Plan, and Boeing -
Oak Ridge, Inc. Voluntary Savings 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 April 19, 2000.
THE BOEING COMPANY VOLUNTARY
INVESTMENT PLAN
By: THE BOEING COMPANY
By: /s/ Deborah C. Hopkins
--------------------------------------------
Deborah C. Hopkins
Senior Vice President and Chief Financial Officer
BAO DEFERRED COMPENSATION VOLUNTARY SAVINGS PLAN
By: THE BOEING COMPANY
By: /s/ Deborah C. Hopkins
--------------------------------------------
Deborah C. Hopkins
Senior Vice President and Chief Financial Officer
BAO RETIREMENT AND SAVINGS PLAN
By: THE BOEING COMPANY
By: /s/ Deborah C. Hopkins
-------------------------------------------
Deborah C. Hopkins
Senior Vice President and Chief Financial Officer
VOLUNTARY SAVINGS PLAN FOR BAO AIRCRAFT AND
TRAINER OPERATIONS EMPLOYEES
By: THE BOEING COMPANY
By: /s/ Deborah C. Hopkins
-------------------------------------------
Deborah C. Hopkins
Senior Vice President and Chief Financial Officer
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VOLUNTARY SAVINGS PLAN FOR BAO
FLORIDA I. A. M. EMPLOYEES
By: THE BOEING COMPANY
By: /s/ Deborah C. Hopkins
-------------------------------------------
Deborah C. Hopkins
Senior Vice President and Chief Financial Officer
BOEING - IRVING VOLUNTARY SAVINGS PLAN
By: THE BOEING COMPANY
By: /s/ Deborah C. Hopkins
-------------------------------------------
Deborah C. Hopkins
Senior Vice President and Chief Financial Officer
BOEING - CORINTH VOLUNTARY SAVINGS PLAN
By: THE BOEING COMPANY
By: /s/ Deborah C. Hopkins
-------------------------------------------
Deborah C. Hopkins
Senior Vice President and Chief Financial Officer
BOEING - OAK RIDGE, INC. VOLUNTARY SAVINGS PLAN
By: THE BOEING COMPANY
By: /s/ Deborah C. Hopkins
--------------------------------------------
Deborah C. Hopkins
Senior Vice President and Chief Financial Officer
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INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
The Boeing Company
Seattle, Washington
We consent to the incorporation by reference in this Registration Statement of
The Boeing Company on Form S-8 of our report dated January 28, 2000, appearing
in and incorporated by reference in the Annual Report on Form 10-K of The Boeing
Company for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
April 19, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of counsel regarding legality of the Common Stock being registered
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>
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EXHIBIT 5.1
April 19, 2000
The Boeing Company
7755 East Marginal Way South
Seattle, Washington 98108
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen and Ladies:
As Assistant General 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 20,909,000 shares of common stock, $5.00
par value, of the Company (the "Shares"). The Shares may be issued pursuant to
the following plans (together, the "Plans"):
<TABLE>
<CAPTION>
<S> <C>
1992 Stock Option Plan for Non-Employee Directors 300,000 shares
The Boeing Company Voluntary Investment Plan 20,000,000 shares
BAO Deferred Compensation Voluntary Savings Plan 29,000 shares
BAO Retirement and Savings Plan 53,000 shares
Voluntary Savings Plan for BAO Aircraft and Trainer Operations Employees 44,000 shares
Voluntary Savings Plan for BAO Florida I. A. M. Employees 16,000 shares
Boeing - Irving Voluntary Savings Plan 255,000 shares
Boeing - Corinth Voluntary Savings Plan 156,000 shares
Boeing - Oak Ridge, Inc. Voluntary Savings Plan 56,000 shares
</TABLE>
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.
<PAGE>
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 as original issuance
shares, 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.
Very truly yours,
/s/ James C. Johnson
------------------------------------------------------
James C. Johnson
Vice President, Corporate Secretary
and Assistant General Counsel
