SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TEXTRON INC
(Exact Name of Registrant as Specified in Its Charter)
Delaware 05-0315468
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
40 Westminster Street
Providence, Rhode Island 02903
(Address of Principal Executive Offices) (Zip Code)
TEXTRON 1994 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
THOMAS D. SOUTTER, ESQ.
Executive Vice President and General Counsel
Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
(Name and Address of Agent for Service)
401-421-2800
(Telephone Number, Including Area Code, of Agent for
Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registrati
to be Registered Offering Aggregate on Fee
Registered Price Per Offering
Share Price
Common 5,000,000 $49.1875 $245,937,5 $84,806.03
Stock .125 shares (1) 00 (1) (1)
per value
(1) Estimated in accordance with Rule 457(c) solely for the
purpose of calculating the reg- istration fee, on the basis
of the average of the high and low prices per share of the
Registrant's Common Stock on the New York Stock Exchange
Composite Tape on December 15, 1994.
<PAGE>1
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference
in this registration statement:
(a) Textron's Annual Report on Form 10-K for the fiscal
year ended January 1, 1994.
(b) Textron's Quarterly Reports on Form 10-Q for the
quarters ended April 2, July 2, and October 1, 1994.
(c) The descriptions of Textron's Common Stock and the
associated Preferred Stock Purchase Rights which are
contained in registration statements filed under the
Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such descriptions.
All documents subsequently filed by Textron and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law and
Article XII of Textron's By-Laws contain provisions for
indemnification of directors and officers in certain
circumstances, which may include indemnity against expenses,
including attorney's fees, and judgments, fines and amounts
paid in settlement under the Securities Act of 1933. Also,
Textron has obtained policies of directors' and officers'
liability insurance which contain additional provisions for
indemnification of directors and officers in certain
circumstances and has entered into indemnity agreements with
its directors and officers indemnifying them against certain
liabilities arising out of their service as officers or
directors of Textron and its affiliates.
<PAGE>2
Item 7 Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
4 Restated Certificate of Incorporation of
Textron, as filed March 24, 1988, incorporated
by reference to Exhibit 3.1 to Textron's Annual
Report on Form 10-K for the fiscal year ended
January 2, 1988.
5 Opinion and Consent of Thomas D. Soutter, Esq.,
Executive Vice President and General Counsel of
Textron.
23 Consent of Ernst & Young LLP; reference is made
to Exhibit 5 for the consent of Thomas D.
Soutter, Esq.
24(a) Power of Attorney
24(b) Certified Resolutions of the Board of
Directors of Textron
Item 9. Undertakings
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;
(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 (1)(i) and (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 section 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
<PAGE>3
statement
relating to the securities offered therein, and the offering
of such securities at hat 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
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrants
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual 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.
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 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 Act and will be governed
by the final adjudication of such issue.
<PAGE>4
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, in the City of Providence, and
State of Rhode Island, on this 21st day of December, 1994.
TEXTRON INC.
(Registrant)
By:. /s/ W.Robert Kemp
W. Robert Kemp
Attorney-in-fact
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below on
the 21st day of December, 1994, by the following persons in
the capacities indicated.
Name Title
*
.........................
(James F. Hardymon) Chairman and Chief Executive Officer
(principal executive officer)
Director
*
........................
(Lewis B. Campbell) President and Chief Operating
Officer, Director
*
.......................
(H. Jesse Arnelle) Director
*
.......................
(R. Stuart Dickson) Director
*
.......................
(B. F. Dolan) Director
<PAGE>5
*
.......................
(Webb C. Hayes, III) Director
*
......................
(John D. Macomber) Director
*
......................
(Barbara Scott Preiskel) Director
*
......................
(Sam F. Segnar) Director
*
......................
(Jean Head Sisco) Director
*
......................
(John W. Snow) Director
*
......................
(Martin D. Walker) Director
*
......................
(Thomas B. Wheeler) Director
*
......................
(Richard A. McWhirter) Executive Vice President
and Chief Financial Officer
(principal financial officer)
<PAGE>6
*
......................
(William P. Janovitz) Vice President and Controller
(principal accounting officer)
*By../s/ W. Robert Kemp..................
W. Robert Kemp
Attorney-in-fact
<PAGE>7
EXHIBIT INDEX
Exhibit No. Description
4 Restated Certificate of
Incorporation of Textron, as filed
March 24, 1988, incorporated by
reference to Exhibit 3.1 to
Textron's Annual Report on Form 10-
K for the fiscal year ended January
2, 1988.
5 Opinion and Consent of Thomas D.
Soutter, Esq., Executive Vice
President and General Counsel of
Textron.
23 Consent of Ernst & Young LLP;
reference is made to Exhibit 5 for
the consent of Thomas D. Soutter,
Esq.
24(a) Powers of Attorney
24(b) Certified Resolutions of the Board
of Directors of Textron.
<PAGE>8
EXHIBIT 5
December 21, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Registration Statement on Form S-8
Dear Sir/Madam:
I am Executive Vice President and General Counsel of
Textron Inc., a Delaware corporation ("Textron"). As such I
have acted as its counsel in connection with the preparation
and filing by Textron of a registration statement on Form S-
8 (the "Registration Statement") under the Securities Act of
1933 with respect to the proposed future issuance by Textron
of up to 5,000,000 shares of its Common Stock, par value
$.125 per share (the "Securities"), pursuant to the Textron
1994 Long-Term Incentive Plan.
I am familiar with Textron's Restated Certificate of
Incorporation and By-laws, each as amended to date, and I
have examined such corporate proceedings of Textron and such
matters of law as I have deemed necessary to enable me to
render this opinion.
Based upon the foregoing, it is my opinion that when
the Securities have been sold as described in the
Registration Statement, they will be legally issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Thomas D. Soutter
Thomas D. Soutter
Executive Vice President
and General Counsel
EX23CON.DOCFWRK:DLY 23 Doc
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Textron
1994 Long-Term Incentive Plan of our report dated February
3, 1994, with respect to the consolidated financial
statements and schedules of Textron Inc. included or
incorporated by reference in its Annual Report (Form 10-K)
for the fiscal year ended January 1, 1994, filed with the
Securities and Exchange Commission
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
December 19 1994
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned, Textron Inc. ("Textron"), a Delaware
corporation, and the undersigned directors and officers of
Textron, do hereby constitute and appoint Thomas D.
Soutter, Arnold M. Friedman, Michael D. Cahn and W. Robert
Kemp, and each of them, with full powers of substitution,
their true and lawful attorneys and agents to do or cause
to be done any and all acts and things and to execute and
deliver any and all instruments and documents which said
attorneys and agents, or any of them, may deem necessary or
advisable in order to enable Textron to comply with the
Securities Act of 1933, as amended, and any requirements of
the Securities and Exchange Commission in respect thereof,
in connection with the Registration under the Securities
Act of 1933, as amended, of the offering of up to 5,000,000
shares of Textron's Common Stock pursuant to theTextron
1994 Long-Term Incentive Plan, including specifically, but
without limitation, power and authority to sign the names
of the undersigned directors and officers in the capacities
indicated below and to sign the names of such officers on
behalf of Textron to the Registration Statement filed with
the Securities and Exchange Commission in respect of such
offering of common stock, to any and all amendments to such
Registration Statement (including post-effective
amendments), and to any instruments or documents or other
writings of which the original or copies thereof are to be
filed as a part of or in connection with such Registration
Statement or amendments thereto, and to file or cause to be
filed the same with the Securities and Exchange Commission;
and each of the undersigned hereby ratifies and confirms
all that such attorneys and agents, and each of them, shall
do or cause to be done hereunder, and such attorneys and
agents, and each of them, shall have, and may exercise, all
of the powers hereby conferred.
IN WITNESS WHEREOF, Textron has caused this Power of
Attorney to be executed and delivered in its name and on
its behalf by the undersigned duly authorized officer and
its corporate seal affixed, and each of the undersigned has
signed his or her name hereto, on this 27th day of April,
1994.
TEXTRON INC.
/s/ James F. Hardymon
James F. Hardymon
Chairman, President and
Chief Executive Officer
ATTEST:
/s/ Karen A. Quin-Quintin
Karen A. Quinn-Quintin
Vice President and
Secretary
TEXTRON BOARD MEMBERS
/s/ James F. Hardymon /s/ Sam F. Segnar
Chairman and Chief Sam F. Segnar
Executive Officer Director
(principal executive officer)
Director
/s/ Jean Head Sisco
/s/ Lewis B. Campbell Jean Head Sisco
President and Chief Operating Director
Officer, Director
/s/ John W. Snow
/s/ H. Jesse Arnelle John W. Snow
H. Jesse Arnelle Director
Director
/s/ Martin D. Walker
/s/ R. Stuart Dickson Martin D. Walker
R. Stuart Dickson Director
Director
/s/ Thomas B. Wheeler
/s/ B.F. Dolan Thomas B. Wheeler
B.F. Dolan Director
Director
/s/ Richard A. McWhirter
/s/ Webb C. Hayes, III Executive Vice President
Webb C. Hayes, III and Chief Financial
Director Officer
(principal financial
/s/ John D. Macomber officer)
John D. Macomber
Director /s/ William P. Janovitz
Vice President and
/s/ Barbara Scott Preiskel Controller
Barbara Scott Preiskel (principal accounting
Director officer)
Exhibit 24(b)
CERTIFICATE
The undersigned, Michael D. Cahn, duly elected Assistant
Secretary of Textron Inc., a Delaware corporation (the
"Company"), hereby certifies that attached hereto is a true
and correct copy of resolutions duly adopted by the Board of
Directors of the Company at a meeting held on April 27, 1994
and that the same have not been modified or amended, but
remain in full force and effect as of the date hereof.
Date: December 21, 1994
/s/ Michael D. Cahn
Michael D. Cahn
Assistant Secretary
RESOLVED: that the officers of the Corporation be, and
they hereby are, authorized, in the name and on behalf of
the Corporation, to prepare, execute and file, or cause to
be prepared, executed and filed, with the Securities and
Exchange Commission a Registration Statement under the
Securities Act of 1933 in respect of the offering of
5,000,000 shares of Common Stock pursuant to the Textron
1994 Long-Term Incentive Plan, with full power and
authority to make such changes or additions thereto as any
of them may approve, such approval to be conclusively
evidenced by the execution thereof, and to prepare, execute
and file any amendments to such Registration Statement
(including, without limitation, post-effective amendments)
or supplements to the Prospectus contained therein, together
with all documents required as exhibits to such Registration
Statement, or any amendments or supplements thereto, and all
certificates, letters, instruments, applications and other
documents which may be required to be filed with respect
thereto, and to take any and all action with respect to any
of the foregoing that any such officer shall deem necessary
or advisable; and
RESOLVED: that the officers of the Corporation be and
they hereby are, authorized, in the name and on behalf of
the Corporation, to execute and deliver a power of attorney
appointing Thomas D. Soutter, Arnold M. Friedman, Michael D.
Cahn and W. Robert Kemp, or any of them, to act as attorneys-
in-fact for the Corporation for the purpose of executing and
filing any such Registration Statement and amendments or
supplements thereto, with the Securities and Exchange
Commission.
