<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1995
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
HONEYWELL INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0415010
(State of Incorporation) (I.R.S. Employer
Identification No.)
Honeywell Plaza, Minneapolis, Minnesota 55408
(Address of Principal Executive Offices) (Zip Code)
Honeywell Inc. Compensation Plan for Outside Directors
(Full title of the plan)
SIGURD UELAND, JR.
Vice President and Secretary
Honeywell Plaza
Minneapolis, Minnesota 55408
(Name and address of agent for service)
(612) 951-0090
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale of securities to the public:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit price registration fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.50 100,000 $38.625 * $3,862,500 * $1,331.90 *
per share shares
- --------------------------------------------------------------------------------------------------
<FN>
* Estimated pursuant to Rule 457(h)(6) solely for the purpose of calculating
the registration fee and based upon the average of the high and low sale
prices of the Registrant's Common Stock on May 10, 1995, as reported in
the Wall Street Journal.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
EXPLANATORY NOTE: As permitted by the rules of the Securities and Exchange
Commission, this Registration Statement omits the information specified in Part
I of Form S-8.
Notwithstanding, restricted securities of the same class as those to be offered
pursuant to this Registration Statement, which were acquired by directors of the
registrant pursuant to an employee benefit plan, are exempt from registration
and may be re-offered or resold pursuant to this Registration Statement in
accordance with Rule 415 (Section 230.415) of the Securities Act of 1933. A
re-offer prospectus covering such restricted securities is attached hereto.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the registrant, which have been filed with the
Commission, are hereby incorporated by reference into this Registration
Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1994;
(b) Current Reports on Form 8-K dated January 9 and February 6, 1995;
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 1995;
and
(d) Description of the Common Stock contained in Form 10 Registration Statement
dated May, 1935, and all amendments thereto, and description of Preferred
Stock Purchase Rights on Form 8-A Registration Statement dated March 3,
1986, and all amendments thereto.
All documents subsequently filed by the registrant 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 have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4: DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
An opinion of counsel as to the legality of the securities being registered
herewith has been issued by Warren E. Simpson, Esq., Senior Counsel of the
registrant, and is filed as an exhibit herewith.
The financial statements and the related financial statement schedules
incorporated in this Registration Statement by reference from the registrant's
Annual Report on Form 10-K for the year ended December 31, 1994 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given their authority as experts in
accounting and auditing.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Seventh (h) of the registrant's Restated Certificate of
Incorporation provides that a director shall not be personally liable to the
registrant or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except for liability provided by applicable law (i) for
breach of the director's duty of loyalty to the registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) under the Delaware statutory
provision making directors personally liable for unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) for any transaction for which the
director derived an improper personal benefit.
Section 17 of the registrant's Bylaws and the registrant's Directors' and
Officers' Liability Insurance Policy provide for indemnification of the
directors and officers of the registrant against certain liabilities.
3
<PAGE>
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
In accordance with Rule 415 ( Section 230.415) of the Securities Act of 1933,
restricted securities of the same class as those to be offered pursuant to
this Registration Statement, which were acquired by directors of the
registrant pursuant to an employee benefit plan, are exempt from registration
and may be re-offered or resold pursuant to this Registration Statement.
ITEM 8: EXHIBITS
4.1 Rights Agreement between Honeywell Inc. and Manufacturers Hanover Trust
Company, as Rights Agent, dated as of February 24, 1986, Amended and
Restated as of June 17, 1986, Amended and Restated as of December 12, 1988,
Amended as of April 2, 1990, is incorporated by reference to Exhibit 4 to
the registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.
4.2 Indenture, dated as of August 1, 1994, between Honeywell Inc. and The Chase
Manhattan Bank (National Association), as Trustee for Honeywell Inc. Medium
Term Notes, Series A, is incorporated by reference to Exhibit 4(b) to the
registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1994..
5. Opinion and consent of Warren E. Simpson, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Warren E. Simpson, Esq. (included in Exhibit 5)
24 Powers 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:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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) which, 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 (a) and (b) do not apply if 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 this 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.
(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.
4
<PAGE>
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.
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.
5
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Minneapolis, State of Minnesota, on May 15 ,
1995.
HONEYWELL INC.
(Registrant)
By /s/ Sigurd Ueland, Jr.
--------------------------------
Sigurd Ueland, Jr.
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE AND TITLE
M. R. BONSIGNORE
Chairman of the Board and
Chief Executive Officer and Director
W. M. HJERPE
Vice President and
Chief Financial Officer
(principal financial officer)
P. M. PALAZZARI
Vice President and Controller
(principal accounting officer)
A. J. BACIOCCO, JR.
Director
E. E. BAILEY
Director By /s/ Sigurd Ueland, Jr.
E. H. CLARK, JR. ----------------------
Director Sigurd Ueland, Jr.
W. H. DONALDSON Attorney-in-Fact
Director
R. D. FULLERTON May 15, 1995
Director
J. J. HOWARD
Director
B. E. KARATZ
Director
D. L. MOORE
Director
A. B. RAND
Director
S. G. ROTHMEIER
Director
M. W. WRIGHT
Director
6
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
- ----------- --------
5 Opinion and consent of Warren E. Simpson, Esq. i
23.1 Consent of Deloitte & Touche LLP. ii
23.2 Consent of Warren E. Simpson, Esq. (Included in Exhibit 5) NA
24 Powers of Attorney iii-v
<PAGE>
OPINION OF WARREN E. SIMPSON
Exhibit 5
The Board of Directors
Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408
Ladies and Gentlemen:
This opinion is being furnished to you in connection with the proposed
registration of 100,000 shares (the "Shares") of Common Stock, $1.50 par value
of Honeywell Inc. (the "Company"). In this connection, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of the following:
1. The Restated Certificate of Incorporation of the Company.
2. The Bylaws of the Company.
3. A resolution of the Board of Directors of the Company adopted on July
19, 1994 (the "Resolution").
4. Honeywell Inc. Compensation Plan for Outside Directors, dated as of
July 19, 1994.
5. The Registration Statement on Form S-8, including exhibits (the
"Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission") on or about the date hereof in
connection with the registration of the Shares under the Securities
Act of 1933, as amended.
I have also examined such documents and reviewed such questions of law as I
have considered necessary and appropriate for the purposes of this opinion.
In such examination, I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted to me as copies. I
have also assumed the legal capacity for all purposes relevant hereto of all
natural persons.
I am admitted to practice in the State of Minnesota and I express no
opinion as to the laws of any other jurisdiction other than the corporate laws
of the State of Delaware and the securities laws of the United States of America
to the extent referenced herein.
Based on the foregoing, I am of the opinion that all of the Shares which
are the subject of the Registration Statement referenced in item 5 above, are or
will be when issued, validly issued, fully paid and nonassessable.
I hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Validity of
the Shares" contained in the Prospectus included therein. Except as otherwise
provided herein, this opinion is solely for your benefit and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without my
express permission.
Dated: May 15, 1995
Very truly yours,
/s/ Warren E. Simpson
-------------------------
Warren E. Simpson
i
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Exhibit 23.1
We consent to the incorporation by reference in this Registration Statement of
Honeywell Inc. on Form S-8 of our report dated February 13, 1995, appearing in
the Annual Report on Form 10-K of Honeywell Inc. for the year ended December 31,
1994 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
Deloitte & Touche LLP
Minneapolis, Minnesota
May 15, 1995
ii
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign the Registration Statement on Form S-8 relating to the
offering by Honeywell Inc. of up to 100,000 shares of its common stock to
directors of Honeywell Inc. pursuant to the Honeywell Inc. Compensation Plan for
Outside Directors, and any or all amendments or post-effective amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and to file
the same with such state commissions and other agencies as necessary, granting
unto each such attorney-in-fact and agent 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 might or could do
in person, hereby ratifying and confirming all that each such attorney-in-fact
and agent, or his substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following directors.
/s/ A. J. Baciocco, Jr. /s/ E. E. Bailey
- ------------------------------ ------------------------------
A. J. Baciocco, Jr. E. E. Bailey
/s/ M. R. Bonsignore /s/ E. H. Clark
- ------------------------------ ------------------------------
M. R. Bonsignore E. H. Clark
/s/ W. H. Donaldson /s/ R. D. Fullerton
- ------------------------------ ------------------------------
W. H. Donaldson R. D. Fullerton
/s/ J. J. Howard /s/ B. E. Karatz
- ------------------------------ ------------------------------
J. J. Howard B. E. Karatz
/s/ D. L. Moore /s/ A. B. Rand
- ------------------------------ ------------------------------
D. L. Moore A. B. Rand
/s/ S. G. Rothmeier /s/ M. W. Wright
- ------------------------------ ------------------------------
S. G. Rothmeier M. W. Wright
iii
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned officer of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to each to act without the other, as his
true and lawful attorney-in-fact and agent with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-8 relating to the offering by Honeywell Inc. of
up to 100,000 shares of its common stock to directors of Honeywell Inc. pursuant
to the Honeywell Inc. Compensation Plan for Outside Directors, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent 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 might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995, by the following officer.
/s/ W. M. Hjerpe
------------------------------
W. M. HJERPE
Vice President and Chief
Financial Officer
iv
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned officer of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign the Registration Statement on Form S-8 relating to the
offering by Honeywell Inc. of up to 100,000 shares of its common stock to
directors of Honeywell Inc. pursuant to the Honeywell Inc. Compensation Plan for
Outside Directors, and any or all amendments or post-effective amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and to file
the same with such state commissions and other agencies as necessary, granting
unto each such attorney-in-fact and agent 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 might or could do
in person, hereby ratifying and confirming all that each such attorney-in-fact
and agent, or his substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995, by the following officer.
/s/ P. M. Palazzari
------------------------------
P. M. PALAZZARI
Vice President and Controller
v
<PAGE>
PROSPECTUS
10,865 SHARES
HONEYWELL INC.
COMMON STOCK
PAR VALUE $1.50 PER SHARE
.....................
This Prospectus relates to an aggregate of 10,865 shares (the "Shares") of
Common Stock, par value $1.50 per share (the "Common Stock"), of Honeywell Inc.
(the "Company") previously issued by the Company to various members of the Board
of Directors thereof as compensation for certain directors' fees described below
at prices ranging from $31.0625 to $38.1875 per share and to be sold from time
to time by such directors (the "Selling Shareholders") in transactions on the
New York Stock Exchange ("NYSE") through licensed broker-dealers, at then
prevailing market prices or otherwise at prices and on terms then obtainable.
The expenses of the registration of the Shares, including legal and accounting
fees, will be paid by the Company.
The Selling Shareholders have advised the Company that they have not made
any arrangement with any broker-dealer for the sale of the Shares. The Selling
Shareholders and any broker-dealer acting in connection with the sale of the
Shares hereunder may be deemed to be underwriters within the meaning of the
Securities Act of 1933 (the "Act"), in which case any commissions received by a
broker-dealer and any profit realized by them on the resale of the Shares as
principal may be deemed to be underwriting compensation under the Act. See
"Plan of Distribution."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction and any broker-dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the NYSE. On May 12, 1995 the closing price
of the Common Stock, as reported by the NYSE, was $39.375.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
THE DATE OF THIS PROSPECTUS IS MAY 15, 1995.
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission may be inspected and
copied at the public reference facilities and the Commission at Room 2400,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices, located at Seven World Trade Center, 13th Floor,
New York, New York 10048 and Northwestern Atrium Center, 14th Floor, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, reports, proxy statements and other information concerning the Company
may be inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement. The Registration Statement may be inspected
without charge at the offices of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained from
the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference into this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1994;
(b) Current Reports on Form 8-K dated January 9 and February 6, 1995;
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended April 2,
1995; and
(d) Description of the Common Stock contained in Form 10 Registration
Statement dated May, 1935, and all amendments thereto, and description
of Preferred Stock Purchase Rights on Form 8-A Registration Statement
dated March 3, 1986, and all amendments thereto.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained herein or in a
document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (not
including exhibits to the documents incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
the Registration Statement incorporates). Requests for such copies should be
directed to Office of Corporate Secretary, Honeywell Inc., Honeywell Plaza, P.O.
Box 524, Minneapolis, Minnesota 55440-0524, telephone number (612) 951-0091.
2
<PAGE>
USE OF PROCEEDS
Not applicable. The Shares have been issued by the Company to the Selling
Shareholders in consideration for services rendered by them as directors of the
Company. The Company does not intend to sell any of the Shares directly.
SELLING SHAREHOLDERS
Certain information about the Selling Shareholders is set forth below:
<TABLE>
<CAPTION>
Name of Amount of Shares Amount of Shares
Selling Shareholder to be Offered* Owned before and after Offering*
- --------------------------------------------------------------------------------------
<S> <C> <C>
A. Baciocco 921 6,179
E. Bailey 1,382 9,530
E. Clark 995 8,905
W. Donaldson 921 10,489
R. Fullerton 2,841 5,406
J. Howard 921 4,898
B. Karatz 1,614 4,855
A. Rand 349 3,101
M. Wright 921 6,448
Each of the Selling Shareholders is a non-employee member of the Board of Directors of the Company.
<FN>
- --------------------
* Note: All of the Shares to be Offered by the Selling Shareholders are Shares
which were previously issued to them as restricted securities, are currently
owned by them, and are now being registered for re-offer and re-sale by such
persons.
</TABLE>
PLAN OF DISTRIBUTION
The Selling Shareholders may offer and sell the Shares from time to time in
transactions on the NYSE through licensed broker-dealers at then prevailing
market prices or otherwise at prices and on terms then obtainable. Sales may be
made to or through broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders or the
purchasers of Shares for whom such broker-dealers may act as agent or to whom
they may sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions).
To the extent required, this Prospectus will be updated to reflect any
change in the Selling Shareholders for whose account Shares are to be offered,
the number of Shares so offered for such Selling Shareholders' account and, if
such offering is to be made by or through underwriters or dealers, the names of
such underwriters or dealers and the principal terms of the arrangements between
the underwriters or dealers and the Selling Shareholders for whose account such
offering is being made.
The Selling Shareholders have advised the Company that they have not made
any arrangement with any broker-dealer for the sale of the Shares. The Selling
Shareholders and any broker-dealer acting in connection with the sale of the
Shares hereunder may be deemed to be "underwriters" within the meaning of the
Act, in which case any commissions received by a broker-dealer and any profit
realized by them on the resale of the Shares as principal may be deemed
underwriting compensation under the Act.
VALIDITY OF THE SHARES
The validity of the Shares has been opined on for the Company by Warren E.
Simpson, Esq., Senior Counsel of the Company.
3
<PAGE>
EXPERTS
The financial statements and the related financial statement schedules
incorporated into this Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1994 have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given their authority as experts in accounting and
auditing.
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. Neither the delivery of
this Prospectus nor any sale made under this Prospectus shall under any
circumstances created any implication that there has been no change in the
affairs of the Company since the date hereof or since the date of any documents
incorporated herein by reference. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities other than the
securities to which it relates or an offer to sell, or a solicitation of an
offer to buy, in any jurisdiction in which it is not lawful to make any such
offer or solicitation.
------------------------------
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Validity of the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
10,865 Shares
HONEYWELL INC.
Common Stock
4
