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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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ROCKWELL INTERNATIONAL CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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Delaware 95-1054708
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2201 Seal Beach Boulevard 90740-8250
Seal Beach, California (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
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ROCKWELL INTERNATIONAL CORPORATION
1995 LONG-TERM INCENTIVES PLAN
(FULL TITLE OF THE PLAN)
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WILLIAM J. CALISE, JR. Esq.
Senior Vice President, General Counsel and Secretary
Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, California 90740-8250
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 797-5362
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
PETER R. KOLYER, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, Par Value $1
per share................. 16,000,000 shs. (1) $721,010,893.75(1) $248,625
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
Securities Act), as follows: $26,141,718.75 with respect to 728,150 shares of
Common Stock that are currently under option, based on the aggregate option
price (ranging from $35.625 to $46.75 per share) at which such shares may be
purchased by the optionees; and $694,869,175 with respect to 15,271,850 shares
of Common Stock, based on a price of $45.50 per share, the average of the high
and low trading prices for the Common Stock on October 23, 1995, as reported in
the New York Stock Exchange--Composite Transactions.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which Rockwell International Corporation
(Rockwell) has filed (file number 1-1035) with the Securities and Exchange
Commission (the Commission), are incorporated herein by reference and made a
part hereof:
(a) Rockwell's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994.
(b) Rockwell's Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1994, March 31, 1995 and June 30, 1995.
(c) Rockwell's Current Reports on Form 8-K dated December 21, 1994,
February 23, 1995 and June 14, 1995.
(d) Item 1 of the Registration Statement on Form 8-C pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), filed by North American Aviation, Inc. (now Rockwell) April 16,
1967.
(e) Item 1 of Rockwell's Registration Statement on Form 8-A pursuant to
Section 12(b) or (g) of the Exchange Act, filed January 28, 1988.
All documents subsequently filed by Rockwell pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement 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 that
statement. Any such statement so modified or superseded shall not constitute a
part of this Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
This Item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William J. Calise, Jr., Esq., who has passed upon the legality of any newly
issued Common Stock of Rockwell covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of Rockwell.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of fiduciary
duty as directors, subject to certain limitations (8 Del. G.C.L. sec.102(b)(7) )
and also provides for indemnification of directors, officers, employees and
agents subject to certain limitations (8 Del. G.C.L. sec.145).
The third paragraph of Article Eighth of Rockwell's Restated Certificate of
Incorporation, as amended, eliminates monetary liability of directors for breach
of fiduciary duty as directors to the extent permitted by Delaware law.
Section 15 of Article III of the By-Laws of Rockwell and the appendix
thereto entitled Procedures for Submission and Determination of Claims for
Indemnification Pursuant to Article III, Section 15 of the By-Laws provides, in
substance, for the indemnification of directors, officers, employees and agents
of Rockwell to the extent permitted by Delaware law.
Rockwell's directors and officers are insured against certain liabilities
for actions taken in such capacities, including liabilities under the Securities
Act.
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In addition, Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which Rockwell
or such persons may be required to make in respect thereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Item is not applicable.
ITEM 8. EXHIBITS.
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4-a --Copy of Rockwell's Restated Certificate of Incorporation, as amended, filed
as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, is incorporated herein by reference.
4-b --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly Report
on Form
10-Q for the fiscal quarter ended June 30, 1995, is incorporated herein by
reference.
4-c --Copy of Rockwell's 1995 Long-Term Incentives Plan, as of October 1, 1994,
filed as Exhibit 10-e-1 to Rockwell's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, is incorporated herein by reference.
5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, as to the legality of any newly issued
Common Stock of Rockwell covered by this Registration Statement.
23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page
II-5 of this Registration Statement.
23-b --Consent of Price Waterhouse LLP, independent accountants, set forth on page
II-6 of this Registration Statement.
23-c --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit
5-a to this Registration Statement.
23-d --Consent of Chadbourne & Parke LLP, set forth on page II-7 of this
Registration Statement.
24 --Powers of Attorney authorizing certain persons to sign this Registration
Statement and amendments hereto on behalf of certain directors and officers
of the Company, filed as Exhibit 24 to Rockwell's Registration Statement on
Form S-3 (Registration No. 33-61723), are incorporated herein by reference.
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ITEM 9. UNDERTAKINGS.
A. Rockwell 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;
(ii) 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 (iii) 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 clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the Commission by Rockwell pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in this 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 that time shall be deemed to be the
initial bona fide offering thereof.
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(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) That, for purposes of determining any liability under the
Securities Act, each filing of Rockwell's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by reference in
this 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.
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Rockwell
pursuant to the foregoing provisions, or otherwise, Rockwell has been advised
that in the opinion of the Securities and Exchange 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 Rockwell of expenses
incurred or paid by a director, officer or controlling person of Rockwell 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, Rockwell 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.
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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-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF CALIFORNIA ON THE 27TH DAY OF
OCTOBER, 1995.
ROCKWELL INTERNATIONAL CORPORATION
/s/ WILLIAM J. CALISE, JR.
By ______________________________________________
(WILLIAM J. CALISE, JR., SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 27TH DAY OF OCTOBER, 1995 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
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SIGNATURE TITLE
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DONALD R. BEALL* Chairman of the Board and Chief Executive
Officer (principal executive officer) and
Director
LEW ALLEN, JR.* Director
RICHARD M. BRESSLER* Director
JOHN J. CREEDON* Director
DON H. DAVIS* Director
ROBIN CHANDLER DUKE* Director
JUDITH L. ESTRIN* Director
WILLIAM H. GRAY, III* Director
JAMES CLAYBURN LA FORCE, JR.* Director
WILLIAM T. MCCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
WILLIAM S. SNEATH* Director
JOSEPH F. TOOT, JR.* Director
W. MICHAEL BARNES* Senior Vice President, Finance & Planning and
Chief Financial Officer (principal financial officer)
LAWRENCE J. KOMATZ* Vice President and Controller
(principal accounting officer)
/s/ WILLIAM J. CALISE, JR.
* By ___________________________________________
(WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
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** By authority of the powers of attorney filed as Exhibit 24 to Rockwell's
Registration Statement on Form S-3 (Registration No. 33-61723).
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Rockwell International Corporation on Form S-8 of our reports dated November
1, 1994, except as to Note 2 to Financial Statements, as to which the date is
November 21, 1994, appearing in and incorporated by reference in the 1994
Annual Report on Form 10-K of Rockwell International Corporation and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
such Registration Statement.
DELOITTE & TOUCHE LLP
Pittsburgh Pennsylvania
October 27, 1995
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CONSENT OF COUNSEL
The consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, is included in his opinion filed as Exhibit
5-a hereto.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Rockwell International Corporation and the Prospectus
with respect to the securities covered thereby of our report dated February 3,
1994 relating to the consolidated financial statements of Reliance Electric
Company which appears in the Current Report on Form 8-K of Rockwell
International Corporation dated December 21, 1994. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Cleveland, Ohio
October 26, 1995
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CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of the
summary of our opinion under the caption "Tax Consequences" in the Prospectus
related to this Registration Statement on Form S-8 filed by Rockwell
International Corporation in respect of its 1995 Long-Term Incentives Plan.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
October 27, 1995
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EXHIBIT INDEX
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EXHIBIT
NUMBER PAGE
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4-a --Copy of Rockwell's Restated Certificate of Incorporation, as amended,
filed as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, is incorporated herein by
reference.
4-b --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1995, is
incorporated herein by reference.
4-c --Copy of Rockwell's 1995 Long-Term Incentives Plan, as of October 1,
1994, filed as Exhibit 10-e-1 to Rockwell's Annual Report on Form 10-K
for the fiscal year ended September 30, 1994, is incorporated herein by
reference.
5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, as to the legality of any newly
issued Common Stock of Rockwell covered by this Registration Statement.
23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on
page II-5 of this Registration Statement.
23-b --Consent of Price Waterhouse LLP, independent accountants, set forth on
page II-6 of this Registration Statement.
23-c --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, contained in his opinion filed as
Exhibit 5-a to this Registration Statement.
23-d --Consent of Chadbourne & Parke LLP, set forth on page II-7 of this
Registration Statement.
24 --Powers of Attorney authorizing certain persons to sign this Registration
Statement and amendments hereto on behalf of certain directors and
officers of the Company, filed as Exhibit 24 to Rockwell's Registration
Statement on Form S-3 (Registration No. 33-61723), are incorporated
herein by reference.
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Exhibit 5-a
October 27, 1995
Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, CA 90740
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Rockwell
International Corporation, a Delaware corporation (the "Company"), and am
delivering this opinion in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") registering
under the Securities Act of 1933, as amended (the "Act"), 16,000,000 shares of
Common Stock, par value $1.00 per share, of the Company (the "Common Shares")
that may be issued in accordance with the Company's 1995 Long-Term Incentives
Plan (such plan, the "Plan").
I have examined such documents, records and matters of law as I have deemed
necessary as a basis for the opinions hereinafter expressed.
On the basis of the foregoing, and having regard for legal considerations that I
deem relevant, I am of the opinion that when the Registration Statement becomes
effective under the Act, any Common Shares issued and delivered in
accordance with the Plan will, when so delivered, be legally issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.
I express no opinion herein as to any laws other than the General Corporate Law
of the State of Delaware and the Federal laws of the United States.
Very truly yours,
William J. Calise, Jr.
