As filed with the Securities and Exchange Commission on July 28,1999.
Registration No. 333-74075
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AlliedSignal Inc. Delaware 22-2640650
- ---------------------------------------------------------------------------
(Exact name of (State or other (I.R.S. Employer
registrant jurisdiction of Identification
as specified incorporation Number)
in its charter) or organization)
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
(973) 455-2000
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(Address, including zip code, and telephone number, of
registrant's principal executive offices)
PETER M. KREINDLER, ESQ.
Senior Vice President, General Counsel and Secretary
AlliedSignal Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
(973) 455-2000
------------------------------------------
(Name, address, including zip code, and
telephone number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE
BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT
PLANS, PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE
TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE
415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES
OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT
PLANS, CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR
AN OFFERING PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT,
PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(c) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT
<PAGE>
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION
STATEMENT FOR THE SAME OFFERING.[ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE
PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. The information in
this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
<PAGE>
Subject to completion, dated as of July 28, 1999
PROSPECTUS
127,288 Shares
AlliedSignal Inc.
Common Stock
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This prospectus relates to the offering for resale of
127,288 shares of common stock of AlliedSignal Inc. All of the
common stock being registered may be offered and sold from time
to time by certain selling stockholders of AlliedSignal.
AlliedSignal will not receive any proceeds from the sale of the
common stock by the selling stockholders.
Our common stock is listed on the New York, Chicago and
Pacific stock exchanges under the symbol "ALD". On July 27, 1999,
the last reported sales price for the common stock was $64-15/16
per share.
YOU SHOULD READ THE "RISK FACTORS" SECTION ON PAGE 3 OF THIS
PROSPECTUS FOR A DESCRIPTION OF VARIOUS RISKS IN EVALUATING
WHETHER TO BUY ALLIEDSIGNAL COMMON STOCK.
-----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
The date of this prospectus is .
<PAGE>
TABLE OF CONTENTS
Page
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AlliedSignal Inc................................................ 3
Risk Factors.................................................... 3
Forward-Looking Statements...................................... 5
Where You Can Find More Information About AlliedSignal.......... 6
Incorporation of Information We File With the SEC............... 6
Description of Common Stock..................................... 7
Selling Stockholders............................................ 9
Manner of Offering.............................................. 10
Legal Matters................................................... 11
Experts......................................................... 11
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You should rely only on the information incorporated by
reference or provided in this prospectus. We have authorized no
one to provide you with different information. These securities
are not being offered in any state where such offer is not
permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the
front page of the prospectus.
---------------
2
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ALLIEDSIGNAL INC.
AlliedSignal is an advanced technology and manufacturing
company serving customers worldwide with aerospace products and
services, automotive products, chemicals, fibers, plastics and
advanced materials. AlliedSignal is organized into eleven
strategic business units reporting results of operations in the
following five business segments: Aerospace Systems, Specialty
Chemicals & Electronic Solutions, Turbine Technologies,
Performance Polymers and Transportation Products.
AlliedSignal is a Delaware corporation with its principal
executive offices located at 101 Columbia Road, Morris Township,
NJ 07962. Our telephone number is (973) 455-2000.
RISK FACTORS
A LARGE DECLINE IN THE AEROSPACE MARKET COULD HAVE A
NEGATIVE IMPACT ON OUR REVENUES AND RESULTS OF OPERATIONS, GIVEN
THAT A SIGNIFICANT PERCENTAGE OF OUR SALES ARE TO AEROSPACE CUSTOMERS.
In 1998, approximately half of our sales were to aerospace
customers, including sales of aircraft engines and components
through our Turbine Technologies business unit. Approximately
17% of our 1998 sales were to original equipment aerospace
manufacturers. If there were a large decline in sales of aircraft
that use our components, our sales revenue and results of
operation could be negatively impacted. In addition, approximately
25% of our 1998 sales were to aftermarket customers of aerospace
products and services. If there were a large decline in number of
flight hours for aircraft that use our components or services, our
sales revenue and results of operation could be negatively impacted.
THE PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED IF
OUR PROPOSED MERGER WITH HONEYWELL INC. IS NOT COMPLETED.
On June 4, 1999, AlliedSignal and Honeywell signed a merger
agreement pursuant to which Honeywell is to merge with one of our
wholly-owned subsidiaries. At the effective time of the merger,
AlliedSignal will change its name to "Honeywell International Inc."
We expect that the merger will provide us with significant
cost savings and sales enhancements. In addition, Michael R.
Bonsignore, Chairman of the Board and Chief Executive Officer of
Honeywell, is to become Chief Executive Officer of the combined
company at the effective time of the merger, and Mr. Bonsignore
is to become Chairman of the Board of the combined company on
April 1, 2000, or upon the earlier retirement of Lawrence A. Bossidy,
our current Chairman of the Board and Chief Executive Officer.
The merger is subject to numerous conditions, including:
- approval of the proposed merger by AlliedSignal's and
Honeywell's shareowners;
- expiration or termination of the relevant waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act;
- receipt of all material regulatory approvals that are
required to complete the merger, including the approval of the
European Commission;
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- AlliedSignal's and Honeywell's independent public
accountants confirming that the merger will qualify for
pooling of interest method of accounting;
- AlliedSignal's and Honeywell's attorneys having issued
opinions that the proposed merger will qualify as a
reorganization;
- there being no legal proceeding existing in which a
governmental agency is seeking to require the combined company to
divest assets or to limit its ability to conduct business to an
extent that could be reasonably expected to have a material
adverse effect on the combined company; and
- there being no law or court order in effect that would be
reasonably expected to have a material adverse effect on the
combined company.
If we cannot complete the merger because of a failure to meet
any of these conditions, the price of our common stock may decline.
THE PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED IF
THE COST SAVINGS AND SALES ENHANCEMENTS EXPECTED AS A RESULT OF
OUR INTEGRATION WITH HONEYWELL ARE NOT REALIZED.
We expect that our integration with Honeywell following the
proposed merger will provide us with significant cost savings and
enhanced sales. However, our success in realizing these cost
savings and sales enhancements, and the timing of this realization,
depends on the quality and speed of the integration of the two
companies. We and Honeywell have already established an integration
team that has identified specific areas for cost savings and is
continuing to plan the integration of our two companies. However,
we may not realize the cost savings and sales enhancements that we
anticipate from integrating our operations following the completion
of the merger as fully or as quickly as we expect for a number
of reasons, including:
- our large size and worldwide presence and the resulting
complexity of our organizations;
- errors in our planning or integration;
- unexpected events such as major changes in the markets in
which we operate; and
- conditions antitrust or competition regulatory authorities
may impose on us in connection with granting approval of the
merger, such as divestiture of product lines.
If we do not realize the cost savings and sales enhancements
that we anticipate from integrating our operations following the
completion of the merger as fully or as quickly as we expect, the
price of our common stock may decline.
IF THE PROPOSED MERGER WITH HONEYWELL IS COMPLETED, THE COMBINED
COMPANY MAY BE REQUIRED TO MAKE SIGNIFICANT PAYMENTS WHEN HONEYWELL'S
CURRENT LITIGATION WITH LITTON SYSTEMS, INC. IS RESOLVED.
Litton Systems, Inc. has filed two lawsuits against Honeywell
alleging that Honeywell is engaging in monopolistic practices in
violation of federal antitrust laws and has infringed a Litton patent.
Depending on the ultimate resolution of these lawsuits, the combined
company may be required to make significant payments after the proposed
merger is completed.
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Earlier this year, a federal District Court entered a $750
million judgment against Honeywell on the antitrust claim. Although
Honeywell's obligation to satisfy this judgment is suspended pending
post-judgment motions and appeals, at this time, we are not able to
predict the outcome of these motions and appeals. The potential
remains for adverse judgments against Honeywell which could have a
material adverse impact on the combined company's financial position
or results of operations.
In January 1995, a $1.2 billion jury verdict rendered
against Honeywell in the patent infringement suit was set aside
by a federal District Court. On appeal, the Litton patent was
found to be valid but not literally infringed by Honeywell. The
matter has been returned to the District Court before which
motions to dispose of the matter are now pending. If the
District Court does not dispose of the matter, Litton may request
a jury trial to address its allegations with respect to the
patent infringement claim and other claims under state law. If
the jury finds Honeywell liable under any of these claims, it
could return another verdict against Honeywell which could have a
material adverse impact on the combined company's financial
position or results of operations.
IF THE PROPOSED MERGER WITH HONEYWELL IS COMPLETED, WE MAY BECOME
SUBJECT TO YEAR 2000 LITIGATION AS A RESULT OF OLDER HONEYWELL PRODUCTS.
While substantially all of Honeywell's current product
offerings are year 2000 ready, certain older Honeywell products
still in use by customers may not be year 2000 ready, including
access control systems used in public and private institutions
and industrial process control systems used in petroleum refineries
and chemical processing plants. Honeywell has communicated with,
and is continuing to locate and communicate with, distributors and
customers to make them aware of potential year 2000 problems with
these products and encourage them to modify or replace the affected
products. We cannot assure you that all customers with these products
will be located or that all necessary modifications and replacements
to these products will be made by customers. The failure of Honeywell
products that are not year 2000 ready to be properly modified or
replaced could result in these products malfunctioning and the combined
company becoming subject to litigation after the proposed merger
is completed.
FORWARD-LOOKING STATEMENTS
This prospectus, including information incorporated herein,
contains forward-looking statements. We have based these forward-
looking statements on our current expectations and projections of
future events. These forward-looking statements are subject to
risks, uncertainties and assumptions, including those related to:
- Domestic and global economic conditions;
- Competitive factors and responses to our marketing initiatives;
- Successful development and market introduction of new products;
- Our ability to successfully integrate acquisitions and to make
divestitures;
- Changes in laws and regulations, including taxes; and
- Unstable governments and business conditions in foreign countries.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and
assumptions, these forward-looking events discussed in this prospectus,
including information incorporated herein, might not occur.
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WHERE YOU CAN FIND MORE INFORMATION
ABOUT ALLIEDSIGNAL
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we
file at the SEC's public reference rooms in the following locations:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, DC 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov.
You should also be able to inspect reports, proxy statements
and other information about AlliedSignal at the offices of the New York
Stock Exchange Inc., 20 Broad Street, New York, NY 10005; the Chicago
Stock Exchange, One Financial Place, 440 South LaSalle Street,
Chicago, IL 60605; and the Pacific Exchange, 301 Pine Street,
San Francisco, CA 94104.
INCORPORATION OF INFORMATION WE FILE
WITH THE SEC
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we
can disclose important information to you by referring you to
those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information filed
with the SEC after the date of this prospectus will update and
supersede information on file with the SEC as of the date of this
prospectus. We incorporate by reference:
- Our Annual Report on Form 10-K for the year ended December
31, 1998;
- Our Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
- Our Current Reports on Form 8-K filed June 8, 1999, as
amended by Form 8-K/A filed July 16, 1999, and July 16, 1999; and
- Any future filings made with the SEC under Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
our offering is completed.
You may request a copy of these filings, at no cost, by writing to
or telephoning us at the following address:
Office of the Secretary
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962
973-455-5067.
6
<PAGE>
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, we are authorized to
issue up to 1,000,000,000 shares of common stock. As of June 30,
1999, we had issued 716,457,484 shares of common stock (including
166,236,824 shares held in treasury) and had reserved approximately
59,175,153 shares of common stock for issuance under various employee
or director incentive, compensation and option plans.
The Bank of New York is the transfer agent and registrar for
the common stock. Shares of common stock are listed on the New York,
Chicago and Pacific stock exchanges and trade under the symbol "ALD".
The following summary is not complete. You should refer to
the applicable provisions of AlliedSignal's Restated Certificate
of Incorporation (its "charter") and by-laws and to the Delaware
General Corporation Law (the "DGCL") for a complete statement of
the terms and rights of the common stock.
Dividends. Holders of common stock are entitled to receive
dividends when, as and if declared by the Board of Directors, out
of funds legally available for their payment (subject to the
rights of holders of any preferred stock).
Voting Rights. A holder of common stock is entitled to one
vote per share. Subject to the rights of the holders of any
preferred stock pursuant to applicable law or the provision of
the certificate of designations creating that series, all voting
rights are vested in the holders of common stock. Holders of
shares of common stock have noncumulative voting rights, which
means that the holders of more than 50% of the shares voting for
the election of directors can elect 100% of the directors.
Rights Upon Liquidation. In the event of our voluntary or
involuntary liquidation, dissolution or winding up, the holders
of common stock will be entitled to share equally in any of our
assets available for distribution after the payment in full of
all debts and distributions and after the holders of any
outstanding preferred stock have received their liquidation
preferences in full.
Other Rights. The issued and outstanding shares of common
stock are fully paid and nonassessable. Holders of common stock
are not entitled to preemptive rights. Shares of common stock are
not convertible into shares of any other class of capital stock.
If we merge or consolidate with or into another company and as a
result our common stock is converted into or exchangeable for
other securities or property (including cash), all holders of
common stock will be entitled to receive the same kind and amount
of such consideration for each share of common stock.
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Possible Anti-Takeover Provisions. AlliedSignal's charter
and by-laws provide:
- for a board of directors that is divided into three
classes as nearly equal in number as is possible, with the
term of one class expiring at the annual meeting in each year;
- that the board of directors may establish the number of
seats on the board, subject to the right of preferred
stock holders to elect directors in certain circumstances
and shareowners' rights to set the number of seats upon the vote
of holders of 80% of the outstanding shares of common stock;
- that vacancies on the board of directors other than at
the annual meeting are filled by a vote of the remaining directors;
- that special meetings of shareowners generally may be
called only by the Chief Executive Officer or by a majority
of the authorized number of directors;
- that action may be taken by shareowners only at annual or
special meetings and not by written consent;
- that advance notice must be given to AlliedSignal for a shareowner
to nominate directors for election at a shareowner meeting;
- that the following actions require approval by holders of
80% of the outstanding shares entitled to vote:
- The removal for cause of directors at other than the
expiration of their terms.
- The amendment or repeal of AlliedSignal's charter
and/or by-law provisions relating to the classified
board or directors, the number of seats on the board
of directors, the filling of board vacancies,
removal of directors for cause, calling of special
meetings of shareowners, prohibition of shareowner
action by written consent and amendment or repeal of
provisions requiring an 80% vote of shareowners.
Any of these provisions could delay, deter or prevent a
tender offer or takeover attempt of AlliedSignal.
Our charter permits us to issue up to 20 million shares of
preferred stock with terms set by our board of directors or a
committee of the board. Such preferred stock could have terms
that could delay, deter or prevent a tender offer or takeover
attempt of AlliedSignal.
Under Section 203 of the DGCL, an acquirer of 15% or more of
our shares of stock must wait three years before a business
combination with us unless one of the following exceptions is
available:
- approval by our board of directors prior to the time the
acquirer became a 15% shareowner of AlliedSignal;
- acquisition of at least 85% of our voting stock in the
transaction in which the acquirer became a 15% shareowner of
AlliedSignal; or
- approval of the business combination by our board of
directors and at least two-thirds of our disinterested shareowners.
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SELLING STOCKHOLDERS
The following table sets forth certain information, as of
June 17, 1999, with respect to common stock beneficially owned
and being offered by the selling stockholders listed below. All
the shares of common stock offered hereby were issued to or for
the benefit of the stockholders of Southwest Microelectronic
Materials, Inc., an Arizona corporation ("Southwest"), in a
merger of Southwest into AlliedSignal effected under an Agreement
and Plan of Merger among Southwest, Southwest's stockholders and
us dated December 22, 1998 (the "Acquisition Agreement"). The
shares of offered common stock are being registered pursuant to
registration rights granted the selling stockholders in
connection with our acquisition of Southwest.
SHARES OF SHARES OF SHARES
COMMON STOCK OFFERED BENEFICIALLY
BENEFICIALLY COMMON OWNED AFTER
NAME OWNED (1) STOCK (2) OFFERING (1)(2)
James G. Favier, Jr. (3)...... 48,641 48,376 265
Michael A. Dodd (4)........... 42,479 42,431 48
Robert J. Bealky and
Linda L. Bealky (5)....... 26,734 26,734 --
Larry W. Dodd (6)............. 6,363 6,363 --
Robert J. Pfarr, Jr. and
Roxanne P. Pfarr (7)...... 2,546 2,546 --
Thomas J. Moyers II and
Shirley M. Moyers (8)..... 419 419 --
James Eugene Richards II (8).. 419 419 --
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(1) Less than 1% of common stock outstanding.
(2) Assumes all shares of offered common stock are sold in this
offering. There is no assurance that the selling stockholders
will sell any or all of the shares of offered common stock.
(3) Includes 28,634 shares of common stock held in escrow subject
to certain contingencies in connection with the Acquisition Agreement.
(4) Includes 25,115 shares of common stock held in escrow subject
to certain contingencies in connection with the Acquisition Agreement.
(5) Includes 15,824 shares of common stock held in escrow subject
to certain contingencies in connection with the Acquisition Agreement.
(6) Includes 3,766 shares of common stock held in escrow subject
to certain contingencies in connection with the Acquisition Agreement.
(7) Includes 1,507 shares of common stock held in escrow subject
to certain contingencies in connection with the Acquisition Agreement.
(8) Includes 248 shares of common stock held in escrow subject to
certain contingencies in connection with the Acquisition Agreement.
Some of the selling stockholders have become employees of
AlliedSignal following our acquisition of Southwest. In connection
with such employment, we have entered into retention arrangements
with selling stockholders who have become our employees providing
incentives for them to continue working at AlliedSignal.
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MANNER OF OFFERING
The shares of offered common stock may be sold from time to
time by the selling stockholders, or by pledgees, donees, transferees
or other successors in interest. Such sales may be made on one or
more stock exchanges or in the over-the-counter market or otherwise.
Such sales may be made at prices and at terms then prevailing on
such markets or at prices related to the then current market price,
or in negotiated transactions. The shares of offered common stock
may be sold in one or more of the following:
- a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell
a portion of the block as principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by
such broker-dealer for its account pursuant to this prospectus;
- an exchange distribution in accordance with the rules of
such exchange; and
- ordinary brokerage transactions and transactions in which
the broker solicits purchasers.
In effecting sales, broker-dealers engaged by the selling stockholders
may arrange for other broker-dealers to participate in resales.
In connection with distribution of the shares of offered
common stock or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers. In connection with
such transactions, broker-dealers may engage in short sales of
shares of common stock in the course of hedging the positions
they assume with the selling stockholders. The selling stockholders
may also sell shares of common stock short and deliver shares of
offered common stock to close out such short positions. The selling
stockholders may also enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of
shares of offered common stock, which the broker-dealer may resell
or otherwise transfer pursuant to this prospectus. The selling
stockholder may also lend or pledge the shares of offered common
stock to a broker-dealer and the broker-dealer may sell the shares
of common stock so lent or upon default the broker-dealer may effect
sales of the pledged shares pursuant to this prospectus. The selling
stockholders may also pledge shares of offered common stock to a
lender other than a broker-dealer, and upon default such lender may
sell the shares of common stock so pledged pursuant to this prospectus.
The selling stockholders may also contribute or sell shares of
offered common stock to trusts or other entities for the benefit
of the contributing selling stockholder and members of his or her family.
Broker-dealers or agents may receive compensation in the
form of commissions, discounts or concessions from the selling
stockholders in amounts to be negotiated in connection with the
sale of offered common stock. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933 in connection
with such sales. Any such commission, discount or concession may
be deemed to be underwriting discounts or commissions under the
Securities Act. In addition, any securities covered by the
prospectus which qualify for sale under Rule 144 under the
Securities Act may be sold pursuant to Rule 144 rather than
pursuant to this prospectus.
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All costs, expenses and fees in connection with the
registration of the offered common stock shall be borne by us.
Commissions and discounts, if any, attributable to the sales of
shares of offered common stock will be borne by the selling
stockholders. The selling stockholders may agree to indemnify any
broker-dealer or agent that participates in transaction involving
sales of offered common stock against certain liabilities,
including liabilities arising under the Securities Act. We have
agreed to indemnify the selling stockholders against certain
liabilities in connection with the offering of the offered common
stock, including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the shares of offered common stock have been
passed upon for us by J. Edward Smith, Assistant General Counsel,
Corporate and Finance, of AlliedSignal. Mr. Smith beneficially
owns shares of our common stock and has options to acquire
additional shares of common stock granted under our option plans.
EXPERTS
The audited financial statements incorporated in this
prospectus by reference to our Annual Report on Form 10-K for the
year ended December 31, 1998 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in
auditing and accounting.
With respect to the unaudited consolidated financial
information of AlliedSignal for the three-month periods ended
March 31, 1999 and 1998 incorporated by reference in this
prospectus, PricewaterhouseCoopers LLP reported that they have
applied limited procedures in accordance with professional
standards for a review of such information. However, their
separate report dated May 13, 1999 incorporated by reference in
this prospectus, states that they did not audit and did not
express an opinion on that unaudited consolidated financial
information. Accordingly, the degree of reliance on their report
on such information should be restricted in light of the limited
nature of the review procedures applied. PricewaterhouseCoopers
LLP is not subject to the liability provisions of Section 11 of
the Securities Act for their report on the unaudited consolidated
financial information because that report is not a "report" or a
"part" of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and
11 of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission Registration Fee..........$ 1,461
Printing..................................................... 1,000*
Accountants' Fees and Expenses............................... 5,000*
Miscellaneous Expenses....................................... 1,539*
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Total..................................................$ 9,000*
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*Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (DGCL)
provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement
in connection with specified actions, suits, proceedings whether
civil, criminal, administrative, or investigative (other than action
by or in the right of the corporation -a "derivative action"),
if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such action,
and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is
not exclusive or other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote,
shareowner vote, agreement, or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to
provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation
or its shareowners for monetary damages for breach of fiduciary
duty as a director, except for liability for (i) any breach of
the director's duly of loyalty to the corporation or its
shareowners, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) payment of unlawful dividends or unlawful stock purchases
or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Under Article ELEVENTH of AlliedSignal's Restated Certificate
of Incorporation, each person who is or was a director or officer
of AlliedSignal, and each director or officer of AlliedSignal who
serves or served any other enterprise or organization at the request
of AlliedSignal, shall be indemnified by AlliedSignal to the full
extent permitted by the Delaware General Corporation Law.
II-1
<PAGE>
Under the DGCL, to the extent that such a person is
successful on the merits or otherwise in defense of a suit or
proceeding brought against such person by reason of the fact that
such person is or was a director or officer of AlliedSignal, or
serves or served any other enterprise or organization at the
request of AlliedSignal, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred in connection with such action.
If unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such a suit is settled, such a person shall
be indemnified under such law against both (1) expenses (including
attorneys' fees) and (2) judgments, fines and amounts paid in settlement
if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests
of AlliedSignal, and with respect to any criminal action, had no
reasonable cause to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the
right of AlliedSignal, or if such suit is settled, such a person
shall be indemnified under such law only against expenses
(including attorneys' fees) actually and reasonably incurred in
the defense or settlement of such suit if such person acted in
good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of AlliedSignal except
that if such a person is adjudged to be liable in such suit to
AlliedSignal, such person cannot be made whole even for expenses
unless the court determines that such person is fairly and
reasonably entitled to indemnity for such expenses.
In addition, AlliedSignal maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form
policies. The risks covered by such policies include certain
liabilities under the securities laws.
ITEM 16. EXHIBITS.
EXHIBIT NO.
- -----------
2 Agreement and Plan of Merger by and among
Southwest Microelectronic Materials, Inc. and its
shareholders named therein, and AlliedSignal Inc. dated
as of December 22, 1998 (previously filed).
4.1 AlliedSignal's Restated Certificate of
Incorporation (incorporated by reference to Exhibit
3(i) to our Form 10-Q for the quarter ended March 31,
1997).
4.2 AlliedSignal's By-laws, as amended (incorporated
by reference to Exhibit 3(ii) to our Form 10-Q for the
quarter ended March 31, 1996).
5 Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby (previously
filed).
15 Independent Accountants' Acknowledgement Letter as
to the incorporation of their report relating to
unaudited interim financial information (filed
herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed
herewith).
23.2 The consent of J. Edward Smith, Esq. is contained
in his opinion filed as Exhibit 5 to this registration
statement.
24 Powers of Attorney (previously filed).
II-2
<PAGE>
ITEM 17. 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;
(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; 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 by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 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.
(4) For purposes of determining any liability under the
Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(b) under the Act shall
be deemed to be part of this registration statement as of the
time it was declared effective.
(5) 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 Commission such indemnification
is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
(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 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.
II-4
<PAGE>
Signatures
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-3 and has duly caused
this amended registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Morris,
State of New Jersey, on the 28th day of July, 1999.
ALLIEDSIGNAL INC.
By: /s/ Richard F. Wallman
------------------------
Richard F. Wallman
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this amended registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Name Title Date
* Director, Chairman of the
- ---------------------------- Board and Chief Executive Officer
(Lawrence A. Bossidy)
*
- ---------------------------- Director
(Hans W. Becherer)
*
- ---------------------------- Director
(Marshall N. Carter)
*
- ---------------------------- Director
(Ann M. Fudge)
*
- ---------------------------- Director
(Robert P. Luciano)
*
- ---------------------------- Director
(Robert B. Palmer)
*
- ---------------------------- Director
(Russell E. Palmer)
*
- ---------------------------- Director
(Frederic M. Poses)
<PAGE>
*
- ---------------------------- Director
(Ivan G. Seidenberg)
*
- ---------------------------- Director
(Andrew C. Sigler)
*
- ---------------------------- Director
(John R. Stafford)
*
- ---------------------------- Director
(Thomas P. Stafford)
*
- ---------------------------- Director
(Robert C. Winters)
*
- ---------------------------- Director
(Henry T. Yang)
/s/ Richard F. Wallman
- ---------------------------- Senior Vice President and July 28, 1999
(Richard F. Wallman) Chief Financial Officer
(Principal Financial Officer)
/s/ Richard J. Diemer, Jr.
- ---------------------------- Vice President and July 28, 1999
(Richard J. Diemer, Jr.) Controller
(Principal Accounting
Officer)
*By: /s/ Peter M. Kreindler
- ---------------------------- July 28, 1999
(Peter M. Kreindler,
Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Omitted (inapplicable).
2 Agreement and Plan of Merger by and among Southwest
Microelectronic Materials, Inc. and its shareholders
named therein, and AlliedSignal Inc., dated as of
December 22, 1998 (previously filed).
4.1 AlliedSignal's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i) to our Form 10-Q
for the quarter ended March 31, 1997).
4.2 AlliedSignal's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to our Form 10-Q for the
quarter ended March 31, 1996).
5 Opinion of J. Edward Smith, Esq., with respect to
the legality of the securities being registered hereby
(previously filed).
8 Omitted (inapplicable).
12 Omitted (inapplicable).
15 Independent Accountants' Acknowledgment Letter as to the
incorporation of their report relating to unaudited
interim financial information (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 The consent of J. Edward Smith, Esq. is contained in
his opinion filed as Exhibit 5 to this registration
statement.
24 Powers of Attorney (previously filed).
25 Omitted (inapplicable).
26 Omitted (inapplicable).
27 Omitted (inapplicable).
28 Omitted (inapplicable).
99 Omitted (inapplicable).
Exhibit 15
July 28, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Commissioners:
We are aware that our report dated May 13, 1999 on our
review of interim financial information of AlliedSignal Inc.
for the period ended March 31, 1999 and included in the
Company's quarterly report on Form 10-Q for the quarter then
ended is incorporated by reference in its Registration
Statement on Form S-3 dated July 28, 1999.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
February 1, 1999 relating to the financial statements, which
appears in the 1998 Annual Report to Shareowners of
AlliedSignal Inc., which is incorporated by reference in
AlliedSignal's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
July 28, 1999
