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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 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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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 1986 INCENTIVE STOCK PLAN
1994 ITT INDUSTRIES INCENTIVE STOCK PLAN
(FULL TITLE OF THE PLANS)
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KATHLEEN S. STOLAR, 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).......................... 6,500,000 $32.34 $210,210,000 $55,495.44
shares
Series A Participating Cumulative
Preferred Stock Purchase
Rights.......................... 6,500,000
rights+
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* In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
this registration statement also covers any additional securities to be offered
or issued in connection with a stock split, stock dividend or similar
transaction.
** Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h), based upon the average of the high and low sale prices
of the Common Stock as reported in the consolidated reporting system for July
17, 2000.
+ 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 Company is the successor to ITT Corporation, a Delaware corporation
("ITT"). The following documents filed by the Company and, in the case of item
(c), ITT, with the Securities and Exchange Commission (the "Commission") (File
No. 1-5627) are hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1999;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
(c) Proxy Statement for the Special Meeting of Shareholders on
September 21, 1995 (Filed with the Commission on August 28, 1995); and
(d) 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 Exchange Act 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The audited financial statements and schedule 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 24, 2000 included in ITT
Industries, Inc.'s Annual Report on Form 10K for the year ended December 31,
1999, which includes an explanatory paragraph with respect to the change in the
method of accounting for reengineering costs incurred in connection with the
development 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 10-K Annual Report for the year ended December 31, 1999. In
addition, Sections 23-1-37-9 and 23-1-37-13 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.
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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 outside directors. Under its form
of indemnification agreement, the Company agrees to indemnify such 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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 report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in
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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 provisions described under Item 6 above, 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 of 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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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints VINCENT
A. MAFFEO, ROBERT W. BEICKE and KATHLEEN S. STOLAR, 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.
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 20TH DAY OF JULY, 2000.
ITT Industries, Inc.
By: EDWARD W. WILLIAMS
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Edward W. Williams
Vice President and Corporate
Controller
(Principal Accounting Officer)
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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TRAVIS ENGEN Chairman and Chief July 11, 2000
----------------------------------------------------- Executive and Director
Travis Engen
(Principal Executive Officer)
DAVID J. ANDERSON Senior Vice President and July 11, 2000
----------------------------------------------------- Chief
David J. Anderson Financial Officer
RAND V. ARASKOG Director July 11, 2000
-----------------------------------------------------
Rand V. Araskog
CURTIS J. CRAWFORD Director July 11, 2000
-----------------------------------------------------
Curtis J. Crawford
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SIGNATURE TITLE DATE
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Director July 11, 2000
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Michel David-Weill
CHRISTINA A. GOLD Director July 11, 2000
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Christina A. Gold
RAYMOND W. LEBOEUF Director July 11, 2000
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Raymond W. LeBoeuf
EDWARD C. MEYER Director July 11, 2000
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Edward C. Meyer
LINDA S. SANFORD Director July 11, 2000
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Linda S. Sanford
Director July 11, 2000
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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 24, 2000 on the consolidated financial statements of ITT Industries,
Inc. and subsidiaries included in ITT Industries, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1999 and to all references to our firm
included in or made a part of this Registration Statement.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Stamford, CT
July 20, 2000
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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(c) to ITT
Industries' Form 10-K Annual
Report for the year ended
December 31, 1999 (CIK No.
216228, File No. 1-5627).
5. (a) Opinion re legality........................................... Filed herewith.
(b) Internal Revenue Service determination letter................. The Registrant will submit
amendments to the Plan to the
Internal Revenue Service (the
"IRS") in a timely manner and
will make all changes
required by the IRS to
maintain the qualification of
the Plan.
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(a)
filed herewith.
24. Power of attorney............................................. See page II-4 of this
registration statement.
99. Additional exhibits........................................... None.
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