As filed with the Securities and Exchange Commission on April 6, 1999.
Registration No. 333-
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ILLINOIS TOOL WORKS INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-1258310
(State of incorporation) (I.R.S. Employer Identification No.)
3600 West Lake Avenue
Glenview, Illinois 60025-5811
(Address of principal executive offices)
ILLINOIS TOOL WORKS INC.
NON-OFFICER DIRECTORS' FEE CONVERSION PLAN
(Full title of the Plan)
Stewart S. Hudnut, Esq.
Senior Vice President, General Counsel & Secretary
Illinois Tool Works Inc.
3600 West Lake Avenue
Glenview, Illinois 60025-5811
(847) 724-7500
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Proposed maximum Proposed maximum Amount of
Title of each Amount to be offering price aggregate registration
class of registered (1) per share (2) offering fee
securities to price (2)
be registered
_______________________________________________________________________________
Common Stock
$.01 50,000 shares $61.19 $3,059,500.00 $850.54
_______________________________________________________________________________
(1) In addition, pursuant to Rule 416 promulgated under the Securities
Act of 1933 (the "Securities Act") this registration statement also covers an
indeterminate amount of additional securities in order to adjust the number of
securities reserved for issuance pursuant to the plan as a result of a stock
split, stock dividend or similar transaction affecting the Common Stock.
(2) Computed pursuant to Rule 457(c) and (h)(1) under the Securities
Act solely for the purpose of calculating the registration fee based on the
average of the high and low prices of the Common Stock for April 1, 1999, as
reported by The Wall Street Journal under New York Stock Exchange Composite
Transactions.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Illinois Tool Works Inc. (the "Registrant") incorporates herein by
reference the following documents, as filed with the Securities and Exchange
Commission (the "Commission"):
(i) the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998, and the current reports on Form 8-K filed with the
Commission on February 16, 1999 and March 3, 1999;
(ii) the Registrant's definitive proxy statement filed pursuant
to Section 14 of the Securities Exchange Act of 1934 (the "Exchange
Act") in connection with the 1999 annual meeting of its stockholders; and
(iii) the description of the Registrant's capital stock, filed as
Exhibit 99 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (Commission File No. 1-4797).
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment, which indicates that all of the
securities offered hereby have been sold or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
-------------------------
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
As of December 15, 1998, Stewart S. Hudnut, Senior Vice President,
General Counsel & Secretary of the Registrant, who is delivering the opinion
attached hereto as Exhibit 5, owns 6,000 shares of the Registrant's Common Stock
directly and 778 shares indirectly through the ITW Savings and Investment Plan.
Mr. Hudnut also holds options to acquire an additional 105,450 shares of Common
Stock.
1
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to indemnify directors and officers under certain
circumstances. ITW's restated certificate of incorporation and by-laws provide
that ITW shall, subject to certain limitations, indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.
Section 102 of the DGCL permits a Delaware corporation to include in
its certificate of incorporation a provision eliminating or limiting a
director's liability to a corporation or its stockholders for monetary damages
for breaches of fiduciary duty. DGCL Section 102 provides, however, that
liability for breaches of the duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct, or knowing violation of the law, and
the unlawful purchase or redemption of stock or payment of unlawful dividends or
the receipt of improper personal benefits cannot be eliminated or limited in
this manner. ITW's restated certificate of incorporation includes a provision
that eliminates, to the fullest extent permitted, director liability for
monetary damages for breaches of fiduciary duty.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibits to this Registration Statement are listed in the Exhibit
Index.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
2
<PAGE>
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(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 (a)(1)(i) and(a)(1)(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 with the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 (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, 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 the 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) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Glenview, State of Illinois, on April 6, 1999.
ILLINOIS TOOL WORKS INC.
By: /s/ STEWART S. HUDNUT
--------------------------------------
Stewart S. Hudnut, Senior Vice President,
General Counsel & Secretary
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Registrant hereby
constitutes and appoints W. James Farrell, Jon C. Kinney, John Karpan and
Stewart S. Hudnut and each of them, his true and lawful attorneys with full
power to them and to each of them singly, to sign, in any and all capacities,
any and all amendments to this Registration Statement, including post-effective
amendments, to file the same with all exhibits thereto, and other documents in
connection therewith, with the Commission under the Securities Act.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on April 6, 1999.
Signature Capacity
/s/ W. JAMES FARRELL Chairman and Chief Executive Officer and
- ------------------------------------ Director (Principal Executive Officer)
W. James Farrell
/s/ JON C. KINNEY Senior Vice President and
- ------------------------------------ Chief Financial Officer
Jon C. Kinney (Principal Financial and Accounting
Officer)
/s/ WILLIAM F. ALDINGER III Director
- ------------------------------------
William F. Aldinger III
S-1
<PAGE>
/s/ MICHAEL J. BIRCK Director
- ------------------------------------
Michael J. Birck
/s/ MARVIN D. BRAILSFORD Director
- ------------------------------------
Marvin D. Brailsford
/s/ SUSAN CROWN Director
- ------------------------------------
Susan Crown
/s/ H. RICHARD CROWTHER
- ------------------------------------ Director
H. Richard Crowther
/s/ ROBERT C. McCORMACK Director
- ------------------------------------
Robert C. McCormack
/s/ PHILLIP B. ROONEY Director
- ------------------------------------
Phillip B. Rooney
/s/ HAROLD B. SMITH Director
- ------------------------------------
Harold B. Smith
/s/ ORMAND J. WADE Director
- ------------------------------------
Ormand J. Wade
S-2
<PAGE>
EXHIBIT INDEX
4.1 Illinois Tool Works Inc. Non-officer
Directors' Fee Conversion Plan.
4.2 Restated Certificate of Incorporation of
Illinois Tool Works Inc., filed as Exhibit
3(a) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31,
1997, and incorporated herein by reference.
4.3 By-laws of Illinois Tool Works Inc., as
amended, filed as Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998, and
incorporated herein by reference.
5 Opinion of Stewart S. Hudnut, Senior
Vice President, General Counsel &
Secretary regarding the validity of the
shares of Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stewart S. Hudnut (included in
Exhibit 5).
24 Powers of Attorney of directors and certain
officers of the Registrant are included on
the signature page.
E-1
<PAGE>
EXHIBIT 4.1
ILLINOIS TOOL WORKS INC.
NON-OFFICER DIRECTORS' FEE CONVERSION PLAN
RESOLVED: that
1. The Company establishes the "Non-officer Directors'
Fee Conversion Plan" ("Plan") pursuant to which each
non-officer Director of the Company can elect that all or a portion of
his or her retainer and meeting fees be paid in the form of shares of
ITW Common Stock ("ITW Shares");
2. An appropriate election shall be made annually,
but may be rescinded at any time.
3. The number of ITW Shares to be issued to a Director
shall be determined by dividing the dollar amount of the fee subject
to the election by the closing price of ITW shares on the date such
fee would have otherwise been paid in cash, as reported in the
Wall Street Journal for such date or, if no sales of ITW Shares were
reported for that date, on the most recent preceding date on which
such stock was traded. Any fractional shares resulting from this
calculation will be paid in cash; and
4. The Board shall have broad discretion to administer
this Plan.
FURTHER RESOLVED: that management is authorized to prepare and execute
a Registration Statement and to file such Registration Statement with
the Securities and Exchange Commission (the "SEC") for the registration
under the Securities Act of 1933, as amended, of 50,000 ITW Shares to
be offered under the Plan and to take any and all other actions
(including the preparation of a prospectus summarizing the Plan
underlying such Registration Statement) as may be necessary or
desirable to cause the Registration Statement to be filed and to become
effective; and
FURTHER RESOLVED: that management is authorized to do or cause to have
done any and all further acts, as management may, with the advice of
counsel, deem necessary or desirable to carry out the purpose and
intent of this resolution and to comply with all legal requirement
relating thereto.
EXHIBIT 5
[ILLINOIS TOOL WORKS INC. LETTERHEAD]
April 6, 1999
Illinois Tool Works Inc.
3600 West Lake Avenue
Glenview, IL 60025-5811
Ladies and Gentlemen:
As General Counsel of Illinois Tool Works Inc., a Delaware corporation
(the "Company"), I have participated in the corporate and other proceedings
taken by the Company to authorize the issuance of up to 50,000 shares (the
"Shares") of the Registrant's Common Stock pursuant to the Illinois Tool Works
Inc. Non-Officer Directors' Fee Conversion Plan (the "Plan"). The Shares are
covered by the Registration Statement on Form S-8 filed by the Company with the
Securities and Exchange Commission. I participated in the preparation of the
Registration Statement and have examined such other documents and such legal
authorities as I have deemed necessary for purposes of this opinion.
Based upon the foregoing, I am of the opinion that when the Shares have
been duly issued in accordance with the terms of the Plan, such Shares will be
duly authorized, validly issued and fully paid and nonassessable.
I consent to the use of my name under item 5 in the Registration
Statement and to the filing of this opinion as an Exhibit to such Registration
Statement.
Very truly yours,
/s/Stewart S. Hudnut
Stewart S. Hudnut
Senior Vice President, General
Counsel & Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 27, 1999
included in Illinois Tool Works Inc. Form 10-K for the year ended December 31,
1998 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
April 6, 1999
