As filed with the Securities and Exchange Commission on February 1, 1999
Registration No. 333-
The Section 10(a) Prospectus Under This Registration Statement Is A Combined
Prospectus Which Also Relates To Registration Statements No. 33-33312 and
33-54753.
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)
James F. Vondrak
PITTWAY CORPORATION
200 South Wacker Drive
Chicago, Illinois 60606-5802
(Name and Address of Agent for Service)
312/831-4119
(Telephone Number, Including Area Code, of Agent for Service)
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Title of Amount Proposed Proposed
Securities to be Maximum Maximum Amount of
to be Registered Offering Price Aggregate Offering Registration
Registered (1),(2) Per Share (3) Price(3) Fee
_________________________ _______________ ______________ __________________ ____________
<S> <C> <C> <C> <C>
Class A Stock, of the Par
Value of $1.00 Per Share 3,400,000 shs. $27.75 $94,350,000 $26,229.30
Common Stock, of the Par
Value of $1.00 Per Share 3,400,000 shs.(4) None None None
</TABLE>
(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) A total of 3,000,000 shares of Class A Stock (adjusted for splits) was
previously registered, and a total of $10,050.69 in fees was previously paid,
with earlier registration statements.
(3) 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 January 29, 1999 as set forth in the New York Stock
Exchange -- Composite Transactions.
(4) 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.
INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION STATEMENTS
Pittway Corporation ("Registrant" or the "Company") has earlier filed two
registration statements on Form S-8 (Registration Nos. 33-33312 and 33-
54753) relating to the Pittway Corporation 1990 Stock Awards Plan (the
"Earlier Registration Statements"). 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 Statements 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, 1997.
(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,
1997.
(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 (including any subsequent Form 8-A) filed for the
purpose of updating such description.
-2-
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.
Elimination of Liability in Certain Circumstances
Article Sixth, Section 4, of the registrant's Restated Certificate of
Incorporation, as amended, provides, subject to limited exceptions, that a
director of the registrant shall not be personally liable to the
registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any repeal or modification of this
provision will not adversely affect any right or protection of a director
of the registrant existing at the time of such repeal or modification.
-3-
Indemnification and Insurance
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
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.
-4-
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 $25 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.
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.
-5-
(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
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-
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
February 1, 1999.
PITTWAY CORPORATION
BY /s/ Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President,
Treasurer and Chief
Financial Officer
Each person whose signature appears below hereby authorizes King Harris,
Edward J. Schwartz, Paul R. Gauvreau and James F. Vondrak 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 1st day of February, 1999:
/s/ Neison Harris /s/ Anthony Downs
Neison Harris, Director and Anthony Downs, Director
Chairman of the Board
/s/ King Harris /s/ Leo A. Guthart
King Harris, Director, President Leo A. Guthart, Director
and Chief Executive Officer
/s/ Paul R. Gauvreau /s/ Irving B. Harris
Paul R. Gauvreau, Principal Irving B. Harris, Director
Financial and Accounting Officer
/s/ Eugene L. Barnett
Eugene L. Barnett, Director
/s/ Fred Conforti /s/ Jerome Kahn, Jr.
Fred Conforti, Director Jerome Kahn, Jr., Director
/s/ E. David Coolidge III /s/ John W. McCarter, Jr.
E. David Coolidge III, Director John W. McCarter, Jr., Director
-7-
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered Page
4 Pittway Corporation 1990 Stock Award Plan as amended
May 7, 1998. 9-16
5 Opinion of Kirkland & Ellis. 17
23.1 Consent of Kirkland & Ellis (included in Exhibit 5). 17
23.2 Consent of PricewaterhouseCoopers LLP. 18
24 Powers of Attorney (included on the Signatures page hereof). 7
-8-
Exhibit 4
PITTWAY CORPORATION
1990 STOCK AWARDS PLAN
(As Amended Effective May 7, 1998)
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
intended to consist of two or more directors of the Company who are
"Non-Employee Directors" 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 employees of the Company or
an Affiliate, other than Irving B. Harris and Neison Harris.
-9-
The "fair market value" of the Class A Stock shall be determined in
accordance with procedures established by the Committee.
"1996 Stock Split" means the three-for-two stock split of the
Common Stock and Class A Stock effected in the form of a 50% stock
dividend paid on March 1, 1996.
"participant" means any employee of the Company or an Affiliate who
has been granted an award pursuant to the Plan.
"Rule 16b-3" means such rule adopted under the Securities Exchange
Act of 1934, as amended.
"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.
After retroactive adjustment to the effective date of the Plan to reflect
the 1996 Stock Split, and subject to further 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, 3,200,000 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. Such 3,200,000 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 further 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,
75,000 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 422 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.
-10-
(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.
(iv) An option shall be exercised in whole or in part by
written notice to the Company 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. The Committee may permit
the optionee to elect to pay the option price by authorizing a
third party to sell the shares acquired upon exercise (or a
sufficient portion thereof) and remit to the Company sale
proceeds sufficient to pay the option price and any withholding
or other tax resulting from exercise.
(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 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.
-11-
(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 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
-12-
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 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.
-13-
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 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.
(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
-14-
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.
(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
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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, regulation 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.
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 satisfy the requirements of the
General Corporation Law of the State of Delaware, the American Stock
Exchange, Section 422(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 and
May 7, 1998
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Exhibit 5
[Letterhead of Kirkland & Ellis]
January 29, 1999
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
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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 18, 1998, which
appears on page 39 of the 1997 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, 1997. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 19 of such Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
February 1, 1999
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