<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 Retirement Savings Plan
(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>
HONEYWELL RETIREMENT SAVINGS PLAN
The contents of the Registration Statement on Form S-8 bearing registration
number 33-44283, are incorporated herein by reference.
2
<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
E. H. CLARK, JR. By /s/ Sigurd Ueland, Jr.
Director --------------------------------
W. H. DONALDSON Sigurd Ueland, Jr.
Director Attorney-in-Fact
R. D. FULLERTON
Director May 15, 1995
J. J. HOWARD
Director
B. E. KARATZ
Director
D. L. MOORE
Director
A. B. RAND
Director
S. G. ROTHMEIER
Director
M. W. WRIGHT
Director
3
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Committee 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 RETIREMENT SAVINGS PLAN
By /s/ Deborah Veverka
--------------------------------
Deborah Veverka, Vice President
Pension Fund Investments
May 15, 1995
4
<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. The Honeywell Retirement Savings Plan.
4. 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 upon the issuance of
the Shares which are the subject of the Registration Statement referenced in
item 4 above, the Shares will be 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>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned director of
HONEYWELL INC., a Delaware corporation, constitutes and appoints Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., each of them with full
power to act without the other, as true and lawful attorneys-in-fact, for him
and in his name, place and stead (and for and in the name, place and stead of
any of the below-mentioned plans, with respect to which he may hold any
administrative position), in any and all capacities, to sign Registration
Statements on Form S-8 (and any amendments thereto) to be filed with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, for the registration under said Act of 100,000 shares of
Honeywell Inc.'s common stock, and as appropriate, participations in the
Honeywell Stock Fund, offered and to be offered to employees of said
corporation and certain of its subsidiaries pursuant to the Honeywell
Investment Plus Plan and the Honeywell Retirement Savings Plan, each as
amended from time to time with full power to file any such registration
statements and each such amendment so signed, with all exhibits thereto, and
any and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or any said plan might do in person, hereby
ratifying and confirming all that said attorney-in-fact, or any of them, may
lawfully do or cause to be done pursuant thereto.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 20th day of September, 1994.
/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 Edward D.
Grayson and Sigurd Ueland, Jr., each of them with full power to act without
the other, as true and lawful attorneys-in-fact, for him and in his name,
place and stead (and for and in the name, place and stead of any of the
below-mentioned plans, with respect to which he may hold any administrative
position), in any and all capacities, to sign Registration Statements on Form
S-8 (and any amendments thereto) to be filed with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended,
for the registration under said Act of 1,100,000 shares of Honeywell Inc.'s
common stock, and as appropriate, participations in the Honeywell Stock Fund,
offered and to be offered to employees of said corporation and certain of its
subsidiaries pursuant to the Honeywell Investment Plus Plan and the Honeywell
Retirement Savings Plan, each as amended from time to time with full power to
file any such registration statements and each such amendment so signed, with
all exhibits thereto, and any and all other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting unto
said attorneys-in-fact, and each of them, full power and authority to do and
perform any and all acts and things requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or any said
plan might do in person, hereby ratifying and confirming all that said
attorney-in-fact, or any of them, may lawfully do or cause to be done
pursuant thereto.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of
the 1st day of May, 1995, by the following officer.
/s/ W. M. Hjerpe
-------------------------------
W. M. HJERPE
iv
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned officer of
HONEYWELL INC., a Delaware corporation, constitutes and appoints Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., each of them with full
power to act without the other, as true and lawful attorneys-in-fact, for him
and in his name, place and stead (and for and in the name, place and stead of
any of the below-mentioned plans, with respect to which he may hold any
administrative position), in any and all capacities, to sign Registration
Statements on Form S-8 (and any amendments thereto) to be filed with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, for the registration under said Act of 1,100,000 shares
of Honeywell Inc.'s common stock, and as appropriate, participations in the
Honeywell Stock Fund, offered and to be offered to employees of said
corporation and certain of its subsidiaries pursuant to the Honeywell
Investment Plus Plan and the Honeywell Retirement Savings Plan, each as
amended from time to time with full power to file any such registration
statements and each such amendment so signed, with all exhibits thereto, and
any and all other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or any said plan might do in person, hereby
ratifying and confirming all that said attorney-in-fact, or any of them, may
lawfully do or cause to be done pursuant thereto.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of
the 1st day May, 1995, by the following officer.
/s/ P. M. Palazzari
------------------------------
P. M. PALAZZARI
v
