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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1998
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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ITT INDUSTRIES, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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<S> <C>
INDIANA 13-5158950
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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4 WEST RED OAK LANE, WHITE PLAINS, NY 10604
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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ITT INDUSTRIES 1997 LONG-TERM
INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
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GWENN L. CARR, VICE PRESIDENT, SECRETARY AND ASSOCIATE GENERAL COUNSEL
ITT INDUSTRIES, INC.
4 WEST RED OAK LANE
WHITE PLAINS, NY 10604
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (914) 641-2000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE** OFFERING PRICE** FEE
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<S> <C> <C> <C> <C>
Common Stock ($1 par value per
share).......................... 500,000 $35.34 $17,670,000 $4,912.26
shares
Series A Participating Cumulative
Preferred Stock Purchase
Rights.......................... 500,000
rights+
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** Estimated solely for the purpose of determining the registration fee
and, in accordance with Rule 457(h), based upon the average of the high and low
sale prices of the Common Stock reported in the consolidated reporting system
for October 26, 1998.
+ The Series A Participating Cumulative Preferred Stock Purchase Rights
(the "Rights") are appurtenant to and trade with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market value of the
Common Stock and the registration fee for the Rights is included in the fee for
the Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") (File No. 1-5627) are hereby incorporated
by reference in this registration statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 1998;
(c) Form 8-K Current Report dated October 13, 1998;
(d) Proxy Statement for the Special Meeting of Shareholders on
September 21, 1995 (Filed with the Commission on August 28, 1995); and
(e) Form 8-A dated December 20, 1995.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing with the Commission of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part thereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in the registration
statement or in any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The audited financial statements and schedules incorporated by reference in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.
Reference is made to the report dated January 26, 1998 included in ITT
Industries, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1997, which includes an explanatory paragraph with respect to the change in the
method of accounting for reengineering costs incurred in connection with the
development of and installation of software for internal use in 1997 as
discussed in Note 2 to the financial statements.
Robert W. Beicke, Esq., whose legal opinion with respect to the securities
registered hereunder is filed as Exhibit 5 hereto, is an employee of the Company
and participates in certain of its stock benefit plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23-1-37-8 and 23-1-37-13 of the Indiana Business Corporation Law
("IBCL") provide that the Company may indemnify any individual made a party to a
proceeding (including a proceeding by or in the right of the Company) because
the individual is or was a director, officer, employee or agent of the Company
against liability incurred in the proceeding if the individual acted in good
faith and reasonably believed (i) in the case of conduct in the individual's
official capacity with the Company, that the individual's conduct was in the
Company's best interests and (ii) in all other cases, that the individual's
conduct was at least not opposed to the Company's best interests. In the case of
any criminal proceeding, the individual must have had either reasonable cause to
believe the conduct was lawful or no reasonable cause to believe that it was
unlawful. The Company's By-laws provide for the above indemnification of
directors and officers. Reference is made to the Company's By-laws filed with
the Company's Form 8-K Current Report dated June 5, 1997. In addition,
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Sections 23-1-37-9 and 23-1-37-13 of the IBCL provide that the Company, unless
limited by its Articles of Incorporation, must indemnify a director or officer
who was wholly successful in the defense of any proceeding to which the director
or officer was a party because the director or officer is or was a director or
officer of the Company against reasonable expenses incurred by the director or
officer in connection with the proceeding. The Company's Articles of
Incorporation do not limit the indemnification provided by the IBCL. Reference
is made to the Company's Restated Articles of Incorporation filed with the
Company's Form 10-Q for the quarterly period ended June 30, 1997.
The Company also has provided liability insurance for the directors and
officers for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers and has entered into
an indemnification agreement with each of its directors. Under its form of
indemnification agreement, the Company agrees to indemnify its directors against
all expenses, liabilities or losses incurred by the directors in their capacity
as such: (i) to the fullest extent permitted by applicable law; (ii) as provided
in the By-laws of the Company as in effect on the date of such agreement; and
(iii) in the event the Company does not maintain the aforementioned insurance or
comparable coverage, to the full extent provided in the applicable policies as
in effect on the date of such agreement (the Company's obligations described in
(ii) and (iii) being subject to certain exceptions).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index elsewhere herein.
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;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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 the
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and 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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, 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; and
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual
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report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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
of 1933 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a 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 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, AND BY THE UNDERSIGNED IN THE CAPACITY INDICATED, IN THE CITY OF
WHITE PLAINS AND STATE OF NEW YORK ON THIS 27TH DAY OF OCTOBER, 1998.
ITT Industries, Inc.
By: /s/ EDWARD W. WILLIAMS
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Edward W. Williams
Vice President and Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints VINCENT A. MAFFEO, GWENN L. CARR and ROBERT W.
BEICKE, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all such capacities, to sign any and all
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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, 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 any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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/s/ TRAVIS ENGEN Chairman, President and October 27, 1998
- ----------------------------------------------------- Chief
Travis Engen Executive and Director
(Principal Executive Officer)
/s/ HEIDI KUNZ Senior Vice President and October 27, 1998
- ----------------------------------------------------- Chief Financial Officer
Heidi Kunz
(Principal Financial Officer)
/s/ RAND V. ARASKOG Director October 27, 1998
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Rand V. Araskog
/s/ ROBERT A. BURNETT Director October 27, 1998
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Robert A. Burnett
/s/ MICHEL DAVID-WEILL Director October 27, 1998
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Michel David-Weill
/s/ S. PARKER GILBERT Director October 27, 1998
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S. Parker Gilbert
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SIGNATURE TITLE DATE
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/s/ CHRISTINA A. GOLD Director October 27, 1998
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Christina A. Gold
/s/ EDWARD C. MEYER Director October 27, 1998
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Edward C. Meyer
/s/ LINDA S. SANFORD Director October 27, 1998
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Linda S. Sanford
/s/ SIDNEY TAUREL Director October 27, 1998
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Sidney Taurel
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ITT Industries, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
January 26, 1998 included in ITT Industries, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1997 and to all references to our firm included
in or made a part of this Registration Statement.
Arthur Andersen LLP
Stamford, CT
October 28, 1998
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION LOCATION
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4. (a) ITT Industries, Inc.'s Restated Articles of Incorporation..... Incorporated by reference to
Exhibit 3(i) to ITT
Industries' Form 10-Q for the
quarterly period ended June
30, 1997 (CIK No. 216228,
File No. 1-5627).
(b) Form of Rights Agreement between ITT Indiana, Inc. and The
Bank of New York, as Rights Agent............................. Incorporated by reference to
Exhibit 1 to ITT Industries'
Form 8-A dated December 20,
1995 (CIK No. 216228, File
No. 1-5627).
(c) ITT Industries, Inc.'s By-laws, as amended.................... Incorporated by reference to
Exhibit 3(b) to ITT
Industries' Form 8-K Current
Report dated June 5, 1997
(CIK No. 216228, File No.
1-5627).
5. Opinion re legality........................................... Filed herewith.
15. Letter re unaudited interim financial information............. Not applicable.
23. Consents of experts and counsel............................... The consent of independent
public accountants is filed
herewith. The consent of
counsel is incorporated by
reference to Exhibit 5 filed
herewith.
24. Power of attorney............................................. See page II-4 of this
registration statement.
99. Additional exhibits........................................... None.
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EXHIBIT 5
ITT INDUSTRIES, INC.
4 West Red Oak Lane
White Plains, NY 10604
October 27, 1998
ITT Industries, Inc.
4 West Red Oak Lane
White Plains, NY 10604
Dear Sirs:
I am familiar with the ITT Industries 1997 Long-Term Incentive Plan (the
"Plan") of ITT Industries, Inc., an Indiana corporation ("ITT Industries"),
under which 500,000 shares of ITT Industries common stock, par value $1 per
share, will be made available initially for issuance (the "Shares"). I have
acted as counsel to ITT Industries in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the registration under the Act of the Shares and
500,000 Series A Participating Cumulative Preferred Stock Purchase Rights (the
"Rights") which are appurtenant to, and trade with, the Shares. I have examined
such records, documents and proceedings as I have deemed relevant and necessary
as a basis for the opinion expressed herein.
Based upon the foregoing, I am of the opinion that the Shares, when issued
pursuant to the provisions of the Plan as set forth in the Registration
Statement and ITT Industries' policies relating thereto, and any conditions or
restrictions relating thereto shall have been satisfied, will be legally issued,
fully paid and non-assessable. When the Rights are issued in accordance with the
terms of the Plan and the Rights Agreement between ITT Industries and The Bank
of New York, as Rights Agent, the Rights will be duly and validly issued.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ ROBERT W. BEICKE
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Robert W. Beicke
Vice President, Associate
General Counsel
and Assistant Secretary
