<PAGE>
As filed with the Securities and Exchange Commission on July 27, 1994
Registration No. 33-
The Section 10(a) Prospectus Under This Registration Statement Is A Combined
Prospectus Which Also Relates To Registration Statement No. 33-33312.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PITTWAY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-5616408
(State of Incorporation) (I.R.S. Employer Identification No.)
200 South Wacker Drive, Suite 700, Chicago, Illinois 60606-5802
(Address of Principal Executive Offices) (Zip Code)
PITTWAY CORPORATION 1990 STOCK AWARDS PLAN
(Full Title of the Plan)
Nicholas J. Caccamo
PITTWAY CORPORATION
200 South Wacker Drive
Chicago, Illinois 60606-5802
(Name and Address of Agent for Service)
312/831-4133
(Telephone Number, Including Area Code, of Agent for Service)
______________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
===========================================================================================
Title of Amount Proposed Proposed
Securities to be Maximum Maximum Amount of
to be Registered Offering Price Aggregate Offering Registration
Registered (1) Per Share (2) Price(2) Fee
_________________________ _______________ ______________ __________________ ____________
<S> <C> <C> <C> <C>
Class A Stock, of the Par
Value of $1.00 Per Share 500,000 shs. $34.1875 $17,093,750 $5,894.44
Common Stock, of the Par
Value of $1.00 Per Share 500,000 shs.(3) None None None
===========================================================================================
<FN>
(1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to
cover any additional shares of Class A Stock or Common Stock issuable
pursuant to the antidilution provisions of the Plan.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, on the basis of the average of the high and low prices
of Class A Stock on July 25, 1994 as set forth in the American Stock
Exchange -- Composite Transactions.
(3) These are shares of Common Stock into which the shares of Class A Stock
being registered herein may be changed in accordance with the Registrant's
Restated Certificate of Incorporation, as amended.
</TABLE>
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<PAGE>
INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION STATEMENT
Pittway Corporation ("Registrant" or the "Company") has earlier filed a
registration statement on Form S-8 (Registration No. 33-33312) relating to
the Pittway Corporation 1990 Stock Awards Plan (the "Earlier Registration
Statement"). This Registration Statement registers additional shares for
offering pursuant to such Plan. Subject to the final paragraph of Item 3
of Part II of this Registration Statement, the contents of the Earlier
Registration Statement are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is contained in documents
sent or given to award holders as specified by Rule 428(b)(1) under the
Securities Act of 1933 (the "Securities Act"). Such documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the Section 10(a)
prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated, as of their respective dates, in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31,
1993.
(c) The description of the Class A Stock and Common Stock contained
in the Registration Statement of the Company (then known as Standard
Shares, Inc.) on Form 8-A dated October 18, 1989, including any
amendment or report filed for the purpose of updating such
description.
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<PAGE>
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to
the date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document
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 the original Section 10(a) prospectus
(as regards any statement in any previously filed document incorporated by
reference herein), or a statement in any subsequently filed document that
is also incorporated by reference herein or a statement in any subsequent
Section 10(a) prospectus, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors, Officers and Controlling Persons.
Under certain provisions of the Delaware General Corporation Law, the
registrant has the power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, by reason of the fact that he or she is or was
a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee
or agent of another corporation or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement reasonably incurred by him or her in connection with such
action, suit or proceeding; except that under such provisions
indemnification relating to a derivative action or suit is limited to
expenses reasonably incurred in connection with the defense or settlement
thereof. To be eligible for indemnification under such provisions as to a
particular action, suit or proceeding (or claim, issue or matter therein),
a director, officer, employee or agent must either be successful in his or
her defense thereof (in which event indemnification against related
-3-
<PAGE>
expenses is mandatory) or must meet certain statutory standards (generally,
that he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the registrant,
and, with respect to any criminal action or proceeding, that he or she had
no reasonable cause to believe his or her conduct was unlawful). The
indemnification provided by such provisions does not exclude any other
rights to which a person seeking indemnification may otherwise be entitled.
Article Sixth, Section 2, of the registrant's Restated Certificate of
Incorporation, as amended, provides that each person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the registrant)
by reason of the fact that he or she (i) is or was a director, officer,
employee or agent of the registrant or (ii) is or was serving, at the
request of the registrant, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the registrant to the fullest extent permitted by
law, against all expenses (including attorneys' fees), judgments, fines and
amounts paid or to be paid in settlement actually and reasonably incurred
by him or her in connection with such action, act or proceeding. Article
Sixth, Section 2, provides that such indemnification shall continue as to
any such person who has ceased to be a director, officer, employee or agent
of the registrant and shall inure to the benefit of his or her heirs,
executors, administrators and personal administrators. Article Sixth,
Section 2, provides that the rights conferred thereunder shall not be
exclusive of any other right to which any person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office.
The Company maintains a liability insurance policy which, subject to
various exclusions and deductibles and subject to annual renewal and
certain rights of the insurer to terminate, covers its directors and
officers (and the registrant's indemnification obligations to them) to an
aggregate maximum of $20 million of coverage against claims made during the
policy period relating to certain civil liabilities, including liabilities
under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits filed herewith are specified on the Index to Exhibits at page
8 hereof.
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<PAGE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 purposes 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) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the
start of any delayed offering or throughout a continuous offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
-5-
<PAGE>
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-6-
<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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
July 27, 1994.
PITTWAY CORPORATION
BY /s/ Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President
and Treasurer
Each person whose signature appears below hereby authorizes King Harris,
Edward J. Schwartz, Paul R. Gauvreau and Nicholas J. Caccamo or any of
them, with full power of substitution, to execute in his name and on his
behalf, and to file, any amendments (including, without limitation, post-
effective amendments) to this registration statement necessary or advisable
in the opinion of any of them to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in
respect thereof, which amendments may make such other changes in this
registration statement as any of them deems advisable.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 27th day of July, 1994:
/s/ Neison Harris /s/ Anthony Downs
Neison Harris, Director and Anthony Downs, Director
Chairman of the Board
/s/ King Harris /s/ Fred Conforti
King Harris, Director, President Fred Conforti, Director
and Chief Executive Officer
/s/ Paul R. Gauvreau /s/ Leo A. Guthart
Paul R. Gauvreau, Principal Leo A. Guthart, Director
Financial and Accounting Officer
/s/ Eugene L. Barnett /s/ Irving B. Harris
Eugene L. Barnett, Director Irving B. Harris, Director
/s/ Sidney Barrows /s/ William W. Harris
Sidney Barrows, Director William W. Harris, Director
/s/ E. David Coolidge III /s/ Jerome Kahn, Jr.
E. David Coolidge III, Director Jerome Kahn Jr., Director
-7-
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered Page
4.4 Pittway Corporation 1990 Stock Award Plan as amended
May 19, 1994. 9-16
5 Opinion of Kirkland & Ellis. 17
23.1 Consent of Kirkland & Ellis (included in Exhibit 5). 17
23.2 Consent of Price Waterhouse. 18
24 Powers of Attorney (included on the Signatures page hereof). 7
-8-
<PAGE>
Exhibit 4.4
PITTWAY CORPORATION
1990 STOCK AWARDS PLAN, Amended Effective May 19, 1994
1. Purpose. The purpose of the Pittway Corporation 1990 Stock Awards
Plan (the "Plan") is to promote the long-term financial interests of the
Company and its Affiliates by (a) attracting and retaining personnel, (b)
motivating personnel by means of growth-related incentives, (c) providing
incentive compensation opportunities that are competitive with those of
other major corporations and (d) furthering the identity of interests of
participants with those of the stockholders of the Company.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" means (a) any subsidiary and (b) any other entity in which
the Company has a direct or indirect equity interest which is designated an
"Affiliate" by the Committee.
"Board of Directors" means the Board of Directors of the Company.
"Class A Stock" means Class A Stock, of the par value of $1.00 per
share, of the Company (or, from and after any change of such Class A Stock
into Common Stock on a share-for-share basis pursuant to the Company's
Restated Certificate of Incorporation, as amended, Common Stock) or such
other securities as may be substituted therefor pursuant to paragraph 5(c).
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute.
"Committee" means the Compensation Committee of the Board of Directors
or, if the Board of Directors so determines, another committee of two or
more directors of the Company who are "disinterested persons" as such term
is used in Rule 16b-3 and "outside directors" as such term is used in
Section 162(m).
"Company" means Pittway Corporation, a Delaware corporation, and its
successors.
"Common Stock" means Common Stock, of the par value of $1.00 per share,
of the Company.
"eligible employee" means any full-time employee of the Company or an
Affiliate, other than Irving B. Harris and Neison Harris.
The "fair market value" of the Class A Stock shall be determined in
accordance with procedures established by the Committee.
"participant" means any employee of the Company or an Affiliate who has
been granted an award pursuant to the Plan.
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<PAGE>
"Rule 16b-3" means such rule adopted under the Securities Exchange Act
of 1934, as amended, or any successor rule.
"Section 162(m)" means Section 162(m) of the Code and any successor
section of the Code.
"subsidiary" means any corporation fifty percent or more of the voting
stock of which is owned, directly or indirectly, by the Company.
3. Limitation on Aggregate Shares/Individual Annual Limitation on
Option and SAR Awards. Subject to adjustment as provided in paragraph
5(c), the number of shares of Class A Stock which may be issued upon the
exercise or payment of awards granted under the Plan shall not exceed, in
the aggregate, 1,000,000 shares; it being understood that to the extent any
awards expire unexercised or unpaid or are cancelled, terminated or
forfeited in any manner without the issuance of shares of Class A Stock
thereunder, such shares shall again be available under the Plan unless such
availability would prevent the Plan from complying with Rule 16b-3. Such
1,000,000 shares of Class A Stock may be either authorized and unissued
shares, treasury shares, or a combination thereof, as the Committee shall
determine. Subject to adjustment as provided in paragraph 5(c), the number
of shares of Class A Stock with respect to which options and/or stock
appreciation rights may be awarded during any calendar year to any eligible
employee may not exceed, in the aggregate, 50,000 shares.
4. Awards. The Committee may grant to eligible employees, in
accordance with this paragraph 4 and the other provisions of the Plan,
stock options, stock appreciation rights ("SARs"), restricted stock and
other awards.
(a) Options.
(i) Options granted under the Plan may be incentive stock options
("ISOs") within the meaning of Section 422A of the Code or any successor
provision, or in such other form, consistent with the Plan, as the
Committee may determine; except that, so long as so provided in such
Section, no ISO may be granted under the Plan after January 16, 2000 or to
any employee of an Affiliate which is not a subsidiary corporation (as such
term is used in subsection (b) of such Section) of the Company.
(ii) The option price per share of Class A Stock shall be fixed by the
Committee at (a) in the case of ISOs, not less than 100% of the fair market
value of a share of Class A Stock on the date of grant and not less than
the par value of a share of Class A Stock and (b) in the case of other
options, not less than 85% of the fair market value of a share of Class A
Stock on the date of grant and not less than the par value of a share of
Class A Stock.
(iii) Options shall be exercisable at such time or times as the Committee
shall determine at or subsequent to grant.
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<PAGE>
(iv) An option shall be exercised in whole or in part by written notice
to the Company (to the attention of the Treasurer) at any time prior to its
stated expiration and payment in full of the option price for the shares as
to which the option is being exercised. Payment of the option price may be
made, at the discretion of the optionee, and to the extent permitted by the
Committee, (A) in cash (including check, bank draft, or money order), (B)
in Class A Stock already owned by the optionee (valued at the fair market
value thereof on the date of exercise), (C) in Common Stock already owned
by the optionee (valued at the fair market value thereof on the date of
exercise), (D) by a combination of any or all of the foregoing, or (E) with
any other consideration.
(b) SARs.
(i) An SAR shall entitle its holder to receive from the Company, at the
time of exercise of such right, an amount equal to the excess of the fair
market value (at the date of exercise) of a share of Class A Stock over a
specified price fixed by the Committee multiplied by the number of shares
as to which the holder is exercising the SAR. SARs may be in tandem with
any previously or contemporaneously granted option or independent of any
option. The specified price of a tandem SAR shall be the option price of
the related option. The amount payable may be paid by the Company in Class
A Stock (valued at its fair market value on the date of exercise), cash or
a combination thereof, as the Committee may determine, which determination
may take into consideration any preference expressed by the holder.
(ii) An SAR shall be exercised by written notice to the Company (to the
attention of the Treasurer) at any time prior to its stated expiration. To
the extent a tandem SAR is exercised, the related option will be cancelled
and to the extent the related option is exercised, the tandem SAR will be
cancelled.
(c) Restricted Stock.
(i) The Committee may award to any eligible employee shares of Class A
Stock, subject to this paragraph 4(c) and such other terms and conditions
as the Committee may prescribe (such shares being called "restricted
stock"). Each certificate for restricted stock shall be registered in the
name of the participant and deposited, together with a stock power endorsed
in blank, with the Company.
(ii) Restricted Stock may be awarded without any consideration other than
services rendered and/or (to the extent permitted by applicable corporate
law on the date of award) services to be rendered.
(iii) There shall be established for each restricted stock award a
restriction period (the "restriction period") of such length as shall be
determined by the Committee. Shares of restricted stock may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as
hereinafter provided, during the restriction period. Except for such
restrictions on transfer and such other restrictions as the Committee may
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impose, the participant shall have all the rights of a holder of Class A
Stock as to such restricted stock. The Committee, in its sole discretion,
may permit or require the payment of cash dividends to be deferred and, if
the Committee so determines, reinvested in additional restricted stock or
otherwise invested or accruing a yield. At the expiration of the
restriction period, the Company shall redeliver to the participant (or the
participant's legal representative or designated beneficiary) the
certificates deposited pursuant to this paragraph.
(iv) Except as otherwise provided by the Committee at or subsequent to
the time of grant, upon a termination of employment for any reason during
the restriction period all shares still subject to restriction shall be
forfeited by the participant.
(d) Other Awards.
(i) Other awards may be granted under the Plan, including, without
limitation, Class A Stock, convertible debentures, other convertible
securities, performance shares and other forms of award measured in whole
or in part by the value of shares of Class A Stock, the performance of the
participant, or the performance of the Company, any Affiliate or any
operating unit thereof. Such awards may be payable in Class A Stock, cash
or a combination thereof, and shall be subject to such restrictions and
conditions, as the Committee shall determine. At the time of such an
award, the Committee shall, if applicable, determine a performance period
and performance goals to be achieved during the performance period, subject
to such later revisions as the Committee shall deem appropriate to reflect
significant unforeseen events such as changes in laws, regulations or
accounting practices or unusual or non-recurring items or occurrences.
Following the conclusion of each performance period, the Committee shall
determine the extent to which performance goals have been attained or a
degree of achievement between maximum and minimum levels during the
performance period in order to evaluate the level of payment to be made, if
any.
(ii) The purchase price per share of Class A Stock under other awards
involving the right to purchase Class A Stock (including for this purpose
the right to acquire Class A Stock upon the conversion of convertible
securities) shall be fixed by the Committee at not less than 85% of the
fair market value of a share of Class A Stock on the date of award and not
less than the par value of a share of Class A Stock. Other awards not
involving the right to purchase Class A Stock may be awarded without any
consideration other than services rendered and/or (to the extent permitted
by applicable corporate law on the date of award) services to be rendered.
(iii) A participant may elect to defer all or a portion of any such award
in accordance with procedures established by the Committee. Deferred
amounts will be subject to such terms and conditions and shall accrue such
yield thereon (which may be measured by the fair market value of the Class
A Stock and dividends thereon) as the Committee may determine. Payment of
deferred amounts may be in cash, Class A Stock or a combination thereof, as
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the Committee may determine. Deferred amounts shall be considered an award
under the Plan. The Committee may establish a trust or trusts to hold
deferred amounts or any portion thereof for the benefit of the
participants.
(e) Cash Payments. SARS and options which are not ISOs may, in the
Committee's discretion, provide that in connection with exercises thereof
the holders will receive cash payments based on formulas designed to
reimburse holders for their income tax liability resulting from such
exercise and the payment made pursuant to this paragraph 4(e).
(f) Surrender. If so provided by the Committee at or subsequent to the
time of grant, an award may be surrendered to the Company on such terms and
conditions, and for such consideration, as the Committee shall determine.
(g) Foreign Alternatives. Without amending and notwithstanding the other
provisions of the Plan, in the case of any award to be held by any
participant who is employed outside the United States or who is a foreign
national, the Committee may specify that such award shall be made on such
terms and conditions different from those specified in the Plan as may, in
the judgment of the Committee, be necessary or desirable to further the
purposes of the Plan.
5. Miscellaneous Provisions.
(a) Administration. The Plan shall be administered by the Committee.
Subject to the limitations of the Plan, the Committee shall have the sole
and complete authority: (i) to select participants, (ii) to make awards in
such forms and amounts as it shall determine, (iii) to impose such
limitations, restrictions and conditions upon such awards as it shall deem
appropriate, (iv) to interpret the Plan and to adopt, amend and rescind
administrative guidelines and other rules and regulations relating to the
Plan, (v) to correct any defect or omission or to reconcile any
inconsistency in the Plan or in any award granted hereunder and (vi) to
make all other determinations and to take all other actions necessary or
advisable for the implementation and administration of the Plan. The
Committee's determinations on matters within its authority shall be
conclusive and binding upon the Company and all other persons. All
expenses associated with the Plan shall be borne by the Company, subject to
such allocation to its Affiliates and operating units as it deems
appropriate. The Committee may, to the extent that any such action will
not prevent the Plan from complying with Rule 16b-3 or Section 162(m),
delegate any of its authority hereunder to such persons as it deems
appropriate.
(b) Non-Transferability. Subject to the provisions of paragraph 5(f), no
award under the Plan, and no interest therein, shall be transferable by a
participant otherwise than by will or the laws of descent and distribution.
All awards shall be exercisable or received during a participant's lifetime
only by the participant or the participant's legal representative. Any
purported transfer contrary to this provision will nullify the award.
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<PAGE>
(c) Adjustments Upon Certain Changes. In the event of any reorganization,
recapitalization, reclassification, merger, consolidation, or sale of all
or substantially all of the Company's assets followed by liquidation, which
is effected in such a way that holders of Class A Stock are entitled to
receive securities or other assets with respect to or in exchange for Class
A Stock (an "Organic Change"), the Committee shall make appropriate changes
to insure that each outstanding award involving the right to acquire Class
A Stock thereafter represents the right to acquire, in lieu of or in
addition to the shares of Class A Stock immediately theretofore acquirable
upon exercise or payment, such securities or assets as may be issued or
payable with respect to or in exchange for an equivalent number of shares
of Class A Stock, and appropriate changes in other outstanding awards; and
in the event of any stock dividend, stock split or combination of shares,
the Board of Directors shall make appropriate changes in the number of
shares authorized by the Plan to be delivered thereafter and in the maximum
number of shares with respect to which options and/or SARs may be awarded
during any calendar year to any eligible employee, and the Committee shall
make appropriate changes in the numbers of shares covered by, or with
respect to which payments are measured under, outstanding awards and the
exercise prices and reference prices specified therein (and in the event of
a spinoff, the Committee may make similar changes), in order to prevent the
dilution or enlargement of award rights. However, no right to purchase or
receive a fraction of a share shall be created; and if, as a result of any
such change, a fractional share would result or the right to purchase or
receive the same would result, the number of shares in question shall be
decreased to the next lower whole number of shares. The Committee may
provide in the agreement evidencing any award for adjustments to such award
in order to prevent the dilution or enlargement of rights thereunder or for
acceleration of benefits thereunder and/or cash payments in lieu of
benefits thereunder in the event of a change in control (or tender offer or
accumulation of Class A Stock or Common Stock), merger, consolidation,
reorganization, recapitalization, sale or exchange of all or substantially
all of the assets or dissolution of the Company.
(d) Tax Withholding. The Committee shall have the power to withhold, or
require a participant to remit to the Company, an amount sufficient to
satisfy any withholding or other tax due with respect to any amount payable
and/or shares issuable under the Plan, and the Committee may defer such
payment or issuance unless indemnified to its satisfaction. Subject to the
consent of the Committee, a participant may make an irrevocable election to
have shares of Class A Stock otherwise issuable under an award withheld,
tender back to the Company shares of Class A Stock received pursuant to an
award or deliver to the Company shares of Class A Stock or Common Stock
already owned by the participant having a fair market value sufficient to
satisfy all or part of the participant's estimated tax obligations
associated with the transaction. Such election must be made by a
participant prior to the date on which the relevant tax obligation arises.
The Committee may disapprove of any election and may limit, suspend or
terminate the right to make such elections.
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(e) Listing and Legal Compliance. The Committee may suspend the exercise
or payment of any award if it determines that securities exchange listing
or registration or qualification under any securities laws is required in
connection therewith and has not been completed on terms acceptable to the
Committee.
(f) Beneficiary Designation. To the extent permitted by the Committee,
participants may name, from time to time, beneficiaries (who may be named
contingently or successively) to whom benefits under the Plan are to be
paid in the event of their death before they receive any or all of such
benefits. Each designation will revoke all prior designations by the same
participant, shall be in a form prescribed by the Committee, and will be
effective only when filed by the participant in writing with the Committee
during the participant's lifetime. In the absence of any such designation,
benefits remaining unpaid at a participant's death shall be paid to the
participant's estate.
(g) Rights of Participants. Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any Affiliate to terminate any
participant's employment at any time, nor confer upon any participant any
right to continue in the employ of the Company or any Affiliate for any
period of time or to continue his or her present or any other rate of
compensation. No employee shall have a right to be selected as a
participant, or, having been so selected, to be selected again as a
participant.
(h) Amendment, Suspension and Termination of Plan. The Board of Directors
or the Committee may suspend or terminate the Plan or any portion thereof
at any time and may amend it from time to time in such respects as the
Board of Directors or the Committee may deem advisable; provided, however,
that no such amendment shall be made without stockholder approval to the
extent such approval is required by law, agreement or the rules of any
exchange upon which the Class A Stock is listed. No such amendment,
suspension or termination shall impair the rights of participants under
outstanding awards without the consent of the participants affected thereby
or make any change that would disqualify the Plan, or any other plan of the
Company intended to be so qualified, from the exemption provided by Rule
16b-3.
The Committee may amend or modify any award in any manner to the extent
that the Committee would have had the authority under the Plan to initially
grant the award as so amended or modified. No such amendment or
modification shall impair the rights of the participant under such award
without the consent of such participant.
6. Effective Date. The effective date of the Plan shall be
January 17, 1990, the date of its adoption by the Board of Directors.
Notwithstanding the foregoing, the Plan shall be submitted to the
stockholders of the Company for consideration at the Company's 1990 Annual
Meeting of Stockholders and shall cease to be of any further force or
effect if not approved at such Annual Meeting by a vote sufficient to
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<PAGE>
satisfy the requirements of the General Corporation Law of the State of
Delaware, the American Stock Exchange, Section 422A(b) of the Code, and
paragraph (a) of Rule 16b-3 under the Securities Exchange Act of 1934. No
award granted under the Plan before the Company's 1990 Annual Meeting of
Stockholders shall be exercisable or realizable unless the Plan is so
approved at such Annual Meeting.
ADOPTED: January 17, 1990
APPROVED: May 9, 1990
AMENDED: May 19, 1994
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<PAGE>
Exhibit 5
[Letterhead of Kirkland & Ellis]
July 27, 1994
Pittway Corporation
200 South Wacker Drive
Suite 700
Chicago, Illinois 60606-5802
Re: Pittway Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to Pittway Corporation,
a Delaware corporation (the "Company"), in connection with the
registration by the Company under the Securities Act of 1933 on the
Form S-8 Registration Statement to which this opinion is Exhibit 5
(the "Registration Statement") of additional shares of the
Company's Class A Stock of the par value of $1.00 per share (the
"Class A Stock"), and additional shares of the Company's Common
Stock, of the par value of $1.00 per share (the "Common Stock"),
issuable by the Company pursuant to the Pittway Corporation 1990
Stock Awards Plan, as amended to date (the "Plan").
In rendering the opinion contained in this letter, we
have assumed without investigation that the information supplied to
us by the Company is accurate and complete.
Based upon and subject to the foregoing, it is our
opinion that each additional share of Class A Stock and Common
Stock registered by means of the Registration Statement, when
issued pursuant to the Plan, will be legally issued and, provided
the consideration received by the Company for such share equals or
exceeds its par value, fully paid and non-assessable.
We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
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<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 23, 1994, which appears
on page 32 of the 1993 Annual Report to Stockholders of Pittway
Corporation, which is incorporated by reference in Pittway Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 16 of such Annual Report on
Form 10-K.
/s/ Price Waterhouse
PRICE WATERHOUSE
Chicago, Illinois
July 27, 1994
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