<PAGE>
As filed with the Securities and Exchange Commission on May 18, 1998
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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HONEYWELL INC.
(Exact name of registrant as specified in its charter)
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Delaware 41-0415010
(State or other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization)
HONEYWELL EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Edward D. Grayson
Vice President and General Counsel
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-0090
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of Securities Amount to be offering price aggregate registration
to be registered registered per unit offering price fee
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<S> <C> <C> <C> <C>
Honeywell Inc.
Common Stock
par value $1.50 1,000,000
per share shares $91.3125* $91,312,500* $26,937.19
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<FN>
*Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457 under the Securities Act of 1933.
Approximate Date of Proposed Sale to the Public:
From time to time after July 1, 1998.
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Page 2
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.
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Page 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The registrant hereby incorporates the following documents by reference into
this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
(b) Current Report on Form 8-K dated April 7, 1998;
(c) Registrant's Quarterly Report on Form 10-Q for the period ended April 5,
1998 and all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report referred to in (a) above;
(d) (i) Description of the Common Stock contained in Form 10 Registration
Statement dated May, 1935, and all amendments thereto; and
(ii) Description of Preferred Stock Purchase Rights on Form 8-A
Registration
Statement dated March 4, 1996.
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
None.
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Page 4
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 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.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8: EXHIBITS
4 Rights Agreement between Honeywell Inc. and Chemical Mellon Shareholder
Services L.L.C., as Rights Agent, dated as of January 16, 1996 is hereby
incorporated by reference to Exhibit 4 to Honeywell's Current Report on
Form 8-K dated January 31, 1996.
5 Opinion and consent of Warren E. Simpson regarding legality of securities
being registered.
23.1 Independent Auditors' Consent.
24 Powers of Attorney.
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;
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Page 5
(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 (i) and (ii) 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 Exchange Act 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.
(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 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.
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Page 6
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, May 18, 1998.
HONEYWELL INC.
(Registrant)
By: /s/ Edward D. Grayson
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Edward D. Grayson
Vice President and General Counsel
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 TITLE
M. R. BONSIGNORE Chairman of the Board, Chief Executive Officer
and Director (principal executive officer)
L. W. STRANGHOENER 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
G. FERRARI Director
R. D. FULLERTON Director
J. J. HOWARD III Director
K. M. HUDSON Director
B. E. KARATZ Director
A. B. RAND Director
S. G. ROTHMEIER Director
M. W. WRIGHT Director
By: /s/ Edward D. Grayson
--------------------------------
Edward D. Grayson
Attorney-in-Fact
Date: May 18, 1998
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INDEX TO EXHIBITS
Exhibit No. Page No.
5 Opinion and consent of Warren E. Simpson regarding legality of i
securities being registered.
23.1 Independent Auditors' Consent. ii
24 Powers of Attorney. iii
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EXHIBIT 5
May 18, 1998
Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408
Gentlemen:
Reference is made to the Registration Statement on Form S-8 being filed by
Honeywell Inc. (`Honeywell') with the Securities and Exchange Commission on May
18, 1998 to register, pursuant to the Securities Act of 1933, 1,000,000 shares
of Honeywell Common Stock issuable upon the exercise of options to be granted to
U.S. employees of Honeywell, its U.S. subsidiaries and affiliates under the
Honeywell Employee Stock Purchase Plan (the `Plan').
I have examined such records, documents and matters of law and have satisfied
myself as to such matters of fact as I have considered relevant for the purposes
of this opinion. Based upon the foregoing, I am of the opinion that:
1. The Plan has been duly authorized and adopted by appropriate corporate
action, including approval of the Plan by the shareholders of Honeywell at
its Annual Meeting of Shareholders held on April 21, 1998.
2. The Honeywell Common Stock to be issued upon the exercise of options
granted pursuant to the Plan will, when purchased pursuant to the terms of
the Plan, be legally issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement referenced above.
By: /s/ Warren E. Simpson
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Warren E. Simpson
Senior Counsel
i
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
HONEYWELL INC.:
We consent to the incorporation by reference in this Registration Statement for
the Honeywell Employee Stock Purchase Plan on Form S-8 of our report dated
February 10, 1998, appearing in the Annual Report on Form 10-K of Honeywell Inc.
for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
May 18, 1998
ii
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EXHIBIT 24
Page 1 of 2
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, James T. Porter and Kathleen M. Gibson, with full power to act without
the other, as his or her true and lawful attorney-in-fact and agent with full
power of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign one or more Registration Statements on Form
S-8 and any or all amendments or post-effective amendments thereto, relating to
the offering by Honeywell Inc. of 1,000,000 shares of its common stock to
employees of Honeywell Inc., its subsidiaries and affiliates, pursuant to the
Honeywell Employee Stock Purchase Plan, 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 or she might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 21st
day of April, 1997, by the following director.
By: /s/ Michael R. Bonsignore By: /s/ Katherine M. Hudson
----------------------------- -----------------------------
Michael R. Bonsignore Katherine M. Hudson
By: /s/ Albert J. Baciocco, Jr. By: /s/ Bruce E. Karatz
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Albert J. Baciocco, Jr. Bruce E. Karatz
By: /s/ Elizabeth E. Bailey By: /s/ A. Barry Rand
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Elizabeth E. Bailey A. Barry Rand
By: /s/ Giannantonio Ferrari By: /s/ Steven G. Rothmeier
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Giannantonio Ferrari Steven G. Rothmeier
By: /s/ R. Donald Fullerton By: /s/ Michael W. Wright
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R. Donald Fullerton Michael W. Wright
By: /s/ James J. Howard
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James J. Howard III
iii
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EXHIBIT 24
Page 2 of 2
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, James T. Porter and Kathleen M. Gibson, with full power 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 one or more Registration Statements on Form S-8 and any or
all amendments or post-effective amendments thereto, relating to the offering by
Honeywell Inc. of 1,000,000 shares of its common stock to employees of Honeywell
Inc., its subsidiaries and affiliates, pursuant to the Honeywell Employee Stock
Purchase Plan, 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 21st
day of April, 1998, by the following officer.
By: /s/ Philip M. Palazzari By: /s/Lawrence W.
Stranghoener
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Philip M. Palazzari Lawrence W. Stranghoener
iv
