As filed with the Securities and Exchange Commission on November 3, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Honeywell International Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
(Address of Principal Executive Offices) (Zip Code)
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Supplemental Non-Qualified Savings Plans for Highly Compensated
Employees of Honeywell International Inc. and its Subsidiaries for
Career Bands 5 and below and for Career Band 6 and above
(Full title of the plan)
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PETER M. KREINDLER, ESQ.
Senior Vice President and General Counsel
Honeywell International Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497 (Name and
address of agent for service)
(973) 455-2000
(Telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered Registered share (1) price (1) fee (1)
Common Stock,
par value $1.00
per share 1,050,000 sh. $52.625 $55,256,250 $14,587.65
(1) Estimated in accordance with Rule 457(h) of the Act,
solely for the purpose of calculating the registration fee. $52.625
represents the average of the high and low sales prices of common stock
on the New York Stock Exchange Composite Tape on October
30, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in
Part I of Form S-8 will be sent or given to participants in
the Supplemental Non-Qualified Savings Plans for Highly
Compensated Employees of Honeywell International Inc. and its
Subsidiaries for Career Bands 5 and below and for Career Band
6 and above as specified by Rule 428(b)(1) promulgated by the
SEC under the Securities Act of 1933.
Such document(s) are not being filed with the SEC, but
constitute (along with the documents incorporated by
reference into this registration statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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:
HONEYWELL'S SEC FILINGS (FILE NO. 1-8974)
Annual Report on Form 10-K for the year ended December 31, 1999.
Quarterly Reports on Form 10-Q for the quarters ended March 31 and
30, 2000.
Current Reports on Form 8-K filed on January 21, February 14,
February 29, September 8 and October 25, 2000.
Registration Statement on Form 8-B filed on August 16,
1985 describing Honeywell's common stock.
We incorporate by reference additional documents that
Honeywell may file with the SEC after the date of this registration
statement. These documents include periodic reports, which may include
Honeywell's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K, as well as proxy
statements.
Item 4. Description of Securities
The securities to be offered are registered under
Section 12(b) of the Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel
The legality of the common stock offered hereby has been
passed upon by J. Edward Smith, Assistant General Counsel,
Corporate and Finance, of Honeywell. Mr. Smith beneficially
owns shares of Honeywell common stock and has options to
purchase shares of Honeywell common stock.
Item 6. Indemnification of Directors and Officers
Delaware law 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 of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, shareowner vote, agreement, or otherwise.
Delaware law 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 Honeywell's Restated
Certificate of Incorporation, each person who is or was a
director or officer of Honeywell, and each director or officer of
Honeywell who serves or served any other enterprise or
organization at the request of Honeywell, shall be
indemnified by Honeywell to the full extent permitted by
Delaware law.
Under Delaware law, 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
Honeywell, or serves or served any other enterprise or
organization at the request of Honeywell, 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 Honeywell, 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 Honeywell, 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 Honeywell
except that if such person is adjudged to be liable in such
suit to Honeywell, 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, Honeywell 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.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
persons controlling Honeywell pursuant to Honeywell's
Restated Certificate of Incorporation, Delaware law, or
otherwise, Honeywell has been informed that in the opinion of
the SEC such indemnification is against public policy as
expressed in the Securities Act and it therefore
unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
No. Description
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4.1 Honeywell's Restated Certificate of Incorporation,
(incorporated by reference to Exhibit 3(i) to our Form 8-K filed
December 3, 1999).
4.2 Honeywell's By-laws, as amended (incorporated by reference to
Exhibit 3(ii) to our Form 10-Q for the quarter ended June 30, 2000).
5 Opinion of J. Edward Smith, Esq., with respect to the legality
of the securities being registered hereby (filed herewith).
15 Independent Accountants Acknowledgment Letter as to the
incorporation of their reports relating to unaudited
interim financial information (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
23.3 The consent of J. Edward Smith, Esq. is contained in his opinion
filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement.
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above 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.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, and each filing
of the Plan's annual report pursuant to 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.
SIGNATURES
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 Township of
Morris, State of New Jersey, on the 3rd day of November,
2000.
Honeywell International Inc.
By: /s/ Richard F. Wallman
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Richard F. Wallman
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
* Director, Chairman and Chief Executive
---------------------------- Officer
(Michael R. Bonsignore)
* Director
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(Hans W. Becherer)
* Director
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(Gordon M. Bethune)
* Director
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(Marshall N. Carter)
* Director
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(Jaime Chico Pardo)
* Director
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(Ann M. Fudge)
* Director
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(James J. Howard)
* Director
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(Bruce Karatz)
* Director
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(Robert P. Luciano)
* Director
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(Russell E. Palmer)
* Director
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(Ivan G. Seidenberg)
* Director
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(John R. Stafford)
* Director
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(Michael W. Wright)
/s/ Richard F. Wallman Senior Vice President and November 3, 2000
---------------------------- Chief Financial Officer
(Richard F. Wallman) (Principal Financial Officer)
/s/ Phillip M. Palazzari Vice President and November 3, 2000
--------------------------- Controller (Principal
(Phillip M. Palazzari) Accounting Officer)
*By: /s/ Peter M. Kreindler
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(Peter M. Kreindler, November 3, 2000
Attorney-in-Fact)
EXHIBIT INDEX
Exhibit
No. Description
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4.1 Honeywell's Restated Certificate of Incorporation,
(incorporated by reference to Exhibit 3(i) to our Form 8-K filed
December 3, 1999).
4.2 Honeywell's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to our Form 10-Q for the quarter ended
June 30, 2000).
5 Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby (filed herewith).
15 Independent Accountants Acknowledgment Letter as to the
incorporation of their reports relating to unaudited
interim financial information (filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
23.3 The consent of J. Edward Smith, Esq. is contained in his opinion
filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
