<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998
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 NON-EMPLOYEE DIRECTORS FEE AND STOCK UNIT 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) 951-0660
(Name, address, including zip code, and 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 $91.5625* $9,156,250* $2,701.10*
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 April 20, 1998, 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 (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, 1997;
(b) Current Report on Form 8-K dated April 7, 1998;
(c) (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
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, 1997 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.
Article III, 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 (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 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.
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 Independent Auditors, 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.
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
4
<PAGE>
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 April 27,
1998.
HONEYWELL INC.
(Registrant)
By/s/ Edward D. Grayson
-------------------------------------
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 and Title
M. R. BONSIGNORE
Chairman of the Board and
Chief Executive Officer and Director
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
W. H. DONALDSON
Director
G. FERRARI By /s/ Edward D. Grayson
Director -----------------------------
R. D. FULLERTON Edward D. Grayson
Director Attorney-in-fact
J. J. HOWARD
Director April 27, 1998
B. E. KARATZ
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-iv
99(i) Prospectus v-ix
<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. Resolutions of the Board of Directors of the Company adopted on
January 16, 1996, January 21, 1997 and June 17, 1997.
4. Honeywell Non-Employee Directors Fee and Stock Unit Plan dated as of
April 16, 1996, as amended through June 17, 1997.
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 law 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: April 27, 1998
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 10, 1998, appearing in
the Annual Report on Form 10-K of Honeywell Inc. for the year ended December 31,
1997 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
April 21, 1998
ii
<PAGE>
Exhibit 24
POWERS OF ATTORNEY
The undersigned director of HONEYWELL INC., a Delaware corporation,
appoints KATHLEEN M. GIBSON, EDWARD D. GRAYSON and LAWRENCE W. STRANGHOENER,
each of them with full power to act without the other, as true and lawful
attorneys-in-fact, to sign on my behalf the Registration Statement on Form S-8
(and any amendments thereto), for the registration under the Securities Act of
1933, as amended, of 300,000 shares of Honeywell Inc.'s common stock, offered
and to be offered to non-employee directors of Honeywell Inc. pursuant to the
Honeywell Non-Employee Directors Fee and Stock Unit Plan, as amended from time
to time with full power to file such registration statement 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.
IN WITNESS WHEREOF, I have signed this Power of Attorney as of the
21st day of April, 1998.
/s/ M. R. Bonsignore
- --------------------------------------
M. R. Bonsignore
Chairman of the Board and
Chief Executive Officer, and Director
/s/ A. J. Baciocco, Jr. /s/ E. E. Bailey
- --------------------------- ---------------------------
A. J. Baciocco, Jr. E. E. Bailey
Director Director
/s/ W. H. Donaldson s/ G. Ferrari
- --------------------------- ---------------------------
W. H. Donaldson G. Ferrari
Director Director
/s/ R. D. Fullerton /s/ J. J. Howard
- --------------------------- ---------------------------
R. D. Fullerton J. J. Howard
Director Director
/s/ B. E. Karatz /s/ A. B. Rand
- --------------------------- ---------------------------
B. E. Karatz A. B. Rand
Director Director
/s/ S. G. Rothmeier /s/ M. W. Wright
- --------------------------- ---------------------------
S. G. Rothmeier M. W. Wright
Director Director
iii
<PAGE>
The undersigned officer of HONEYWELL INC., a Delaware corporation, appoints
KATHLEEN M. GIBSON, EDWARD D. GRAYSON and LAWRENCE W. STRANGHOENER, each of them
with full power to act without the other, as true and lawful attorneys-in-fact,
to sign on my behalf the Registration Statement on Form S-8 (and any amendments
thereto), for the registration under the Securities Act of 1933, as amended, of
300,000 shares of Honeywell Inc.'s common stock, offered and to be offered to
non-employee directors of Honeywell Inc. pursuant to the Honeywell Non-Employee
Directors Fee and Stock Unit Plan, as amended from time to time with full power
to file such registration statement 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.
IN WITNESS WHEREOF, I have signed this Power of Attorney as of the
21st day of April, 1998.
/s/ L. W. Stranghoener
----------------------
L. W. Stranghoener
Vice President and
Chief Financial Officer
/s/ P. M. Palazzari
-------------------
P. M. Palazzari
Vice President and Controller, and
Principal Accounting Officer
iv
<PAGE>
Exhibit 99(i)
PROSPECTUS
97,213 SHARES
HONEYWELL INC.
COMMON STOCK
PAR VALUE $1.50 PER SHARE
.....................
This Prospectus relates to a total of 97,213 shares of the Common Stock of
Honeywell Inc. (the `Company'), which are issuable pursuant to stock units
granted to non-employee members of the Board of Directors of the Company (the
`Selling Shareholders') under the Honeywell Non-Employee Directors Fee and Stock
Unit Plan (the `Plan') as compensation for certain directors' fees.
Under the Plan, a director may elect to receive payment of certain
directors' retainer and meeting fees in cash or stock units. If stock units are
selected, Shares are delivered to the director in a lump sum or installments
when his or her service on the Board of Directors terminates. The number of
Shares the director is entitled to receive is determined based on the number of
stock units issued to the director pursuant to the Plan. Shares may be sold by
a director on the New York Stock Exchange (the `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, Each of the Selling
Shareholders has advised the Company that he or she has 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 securities
laws of any state or other jurisdiction and any broker-dealer should assure the
existence of an exemption from such registration or effectuate such registration
in connection with the offer and sale of the Shares.
The Common Stock is traded on the NYSE. On April 24, 1998 the closing
price of the Common Stock, as reported by the NYSE, was $93.4375.
THE SHARES ARE CONSIDERED `SECURITIES' FOR PURPOSES OF THE SECURITIES ACT OF
1933,
THEY 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 APRIL 27, 1998.
v
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the `Exchange Act'). As required by the
Exchange Act, the Company files reports, proxy statements and other information
with the Securities and Exchange Commission (the `Commission'). These reports,
proxy statements and other information which are 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, and may
also be accessed electronically through the internet at the Commission's website
address: www.sec.gov. 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, please refer 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. It may also be accessed electronically through
the internet at the Commission's website address: www.sec.gov.
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, 1997;
(b) Current Report on Form 8-K dated April 7, 1998;
(c) (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 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
vi
<PAGE>
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.
vii
<PAGE>
USE OF PROCEEDS
Stock units have been issued by the Company to the Selling Shareholder in
consideration for services rendered by them as non-employee members of the Board
of Directors of the Company. When a Selling Shareholder's service on the Board
of Directors terminates, the Selling Shareholder is entitled to receive payment
for the stock units allocated to his or her account in a lump sum or annual
installment of cash or Shares, based on the Shareholder's prior election. The
Company does not intend to sell any of the Shares directly.
SELLING SHAREHOLDERS
Certain information about the Selling Shareholder 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 13,281.99 15,565.48
E. Bailey 16,823.17 18,905.17
W. Donaldson** 14,621.87 15,421.87
R. FULLERTON 2,637.03 10,914.93
J. Howard 12,369.24 14,484.97
B. KARATZ 7,329.99 10,738.99
A. Rand 5,371.78 6,377.20
S. Rothmeier 8,632.60 9,760.60
M. Wright 16,144.75 17,344.75
<FN>
- ---------------------
*All of the Shares to be offered by the Selling Shareholders are derived from
stock units previously issued to them as restricted securities, which are
currently owned by them. The Shares will be issuable pursuant thereto based on
the election of each Selling Shareholder, when his or her service as a member of
the Board of Directors of the Company terminates. The Shares are now being
registered for re-offer and re-sale by such person.
**Until April 21, 1998 the Selling Shareholder was a non-employee member of the
Board of Directors of the Company, at which time he retired therefrom.
</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, the number of Shares so offered for such
Selling Shareholders' accounts 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.
Each of the Selling Shareholders has advised the Company that he or she has
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.
viii
<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, 1997 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 create 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
97,213 Shares
HONEYWELL INC.
Common Stock
ix
