As filed with the Securities and Exchange Commission April 24, 1998
Registration No. 333-
_____________________________________________________________________
- ---------------------------------------------------------------------
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
(or 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 CANADA SAVINGS PLAN
(Full Title of the Plan)
MICHAEL D. CAHN
Group General Counsel - Financial Services
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 Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share Price
Common Stock 500,000 shares $78.75 (1) $39,375,000 (1) $11,615.63 (1)
.125 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 April 21, 1998.
<PAGE>
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 3, 1998.
(b) 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, as amended, 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.
Item 7 Exemption from Registration Claimed
<PAGE> 2
Inapplicable.
Item 8. Exhibits
4 Restated Certificate of Incorporation of
Textron, as filed January 29, 1998, incorporated
by reference to Exhibit 3.1 to Textron's Annual
Report on Form 10-K for the fiscal year ended
January 3, 1998.
23 Consent of Ernst & Young LLP.
24 Power of Attorney
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 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.
<PAGE> 3
(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 Section 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 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.
(h) 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 24th day of April, 1998.
TEXTRON INC.
(Registrant)
By s/Michael D. Cahn
Michael D. Cahn
Group General Counsel -
Financial Services and Assistant
Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below on
the 24th day of April, 1998, 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
*
.........................
(Teresa Beck) Director
<PAGE> 5
*
..........................
(R. Stuart Dickson) Director
*
.........................
(Paul E. Gagne) Director
*
.........................
(John D. Macomber) Director
*
.........................
(Dana G. Mead) Director
*
.........................
(Brian H. Rowe) Director
*
..........................
(Sam F. Segnar) Director
*
...........................
(Jean Head Sisco) Director
*
...........................
(John W. Snow) Director
*
..........................
(Martin D. Walker) Director
*
...........................
(Thomas B. Wheeler) Director
<PAGE> 6
* Executive Vice President and
.......................... Chief Financial Officer
(Stephen L. Key) (principal financial officer)
*
...........................
(Richard L. Yates) Vice President and Controller
(principal accounting officer)
*By s/Michael D. Cahn
Michael D. Cahn
Attorney-in-fact
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Description
4 Restated Certificate of
Incorporation of Textron Inc., as
filed January 29, 1998,
incorporated by reference to
Exhibit 3.1 to Textron Inc.'s
Annual Report on Form 10-K for the
fiscal year ended January 3, 1998.
23 Consent of Ernst & Young LLP.
24 Power of Attorney
<PAGE> 8
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Textron Canada Savings
Plan of Textron Inc. of our report dated January 27, 1998, with
respect to the consolidated financial statements of Textron Inc.
incorporated by reference in its Annual Report (Form 10-K) for
the year ended January 3, 1998 and the related financial
statement schedules included therein, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
April 24, 1998
Exhibit 24
POWER OF ATTORNEY
The undersigned, Textron Inc. ("Textron"), a Delaware
corporation, and the undersigned directors and officers of
Textron, do hereby constitute and appoint Wayne W. Juchatz,
Arnold M. Friedman and Michael D. Cahn, 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 500,000 additional shares
of Textron's Common Stock pursuant to the Textron Canada
Savings 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 22nd day of April
1998.
TEXTRON INC.
s/James F. Hardymon
James F. Hardymon
Chairman and
Chief Executive Officer
ATTEST:
s/Frederick K. Butler
Frederick K. Butler
Vice President and Secretary
s/James F. Hardymon s/Brian H. Rowe
James F. Hardymon Brian H. Rowe
Chairman and Chief Director
Executive Officer, Director
(principal executive officer)
s/Lewis B. Campbell s/Sam F. Segnar
Lewis B. Campbell Sam F. Segnar
President and Chief Operating Director
Officer, Director
s/H. Jesse Arnelle s/Jean Head Sisco
H. Jesse Arnelle Jean Head Sisco
Director Director
s/Teresa Beck s/John W. Snow
Teresa Beck John W. Snow
Director Director
s/R. Stuart Dickson s/Martin D. Walker
R. Stuart Dickson Martin D. Walker
Director Director
s/Paul E. Gagne s/Thomas B. Wheeler
Paul E. Gagne Thomas B. Wheeler
Director Director
s/John D. Macomber s/Stephen L. Key
John D. Macomber Stephen L. Key
Director Executive Vice President
and Chief Financial Officer
(principal financial officer)
s/Dana G. Mead s/Richard L. Yates
Dana G. Mead Richard L. Yates
Director Vice President and Controller
(principal accounting officer)
