<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission
on April 18, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
___________________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_________________________
SUNDSTRAND CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-1840610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Sundstrand Corporation
4949 Harrison Avenue
P.O. Box 7003
Rockford, Illinois 61125-7003
(Address of principal executive offices and zip code)
SUNDSTRAND CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
SUNDSTRAND CORPORATION NONEMPLOYEE DIRECTOR COMPENSATION PLAN
(Full title of the plans)
Richard M. Schilling
Sundstrand Corporation
4949 Harrison Avenue
P.O. Box 7003
Rockford, Illinois 61125-7003
(Name and address of agent for service)
(815) 226-6000
(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF PROPOSED SALE: From time to time after the effective
date of this Registration Statement.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$ .50
par value 232,000 (1) $50.31 (1) $11,671,920.00 (1)$4,024.80
- ---------------------------------------------------------------------------
Common Stock
Purchase
Rights (2) (2) (2) (2)
- ---------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457 of the Securities Act of
1933 solely for the purpose of calculating the amount of the
registration fee, assuming that the price of the Common Stock
is $50.31 per share, the average of the high and low sales
prices on the New York Stock Exchange on April 11, 1995.
(2) There are hereby registered Common Stock Purchase Rights
("Rights"), which Rights are related to shares of Common
Stock in the ratio of one Right to one share, are not
evidenced by separate certificates and may not be transferred
except upon transfer of the related shares. The value
attributable to the Rights is reflected in the market value
of the related shares of Common Stock and, therefore, the
inclusion of the Rights does not increase the proposed
maximum aggregate offering price under this Registration
Statement. Consequently, there is no additional registration
fee payable for the registration of such Rights.
<PAGE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
*Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 ("1933
Act") and the note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, which is dated March 10, 1995,
File No. 1-5358.
(b) The description of the Registrant's Common Stock, $.50 par
value per share ("Common Stock"), which is contained in a
registration statement filed under Section 12 of the
securities Exchange Act of 1934 ("1934 Act"), including any
amendments or reports filed for the purpose of updating such
description.
(c) The description of the Rights contained in the Registrant's
Registration Statement on Form 8-A dated April 18, 1986, as
amended by Amendment No. 1 on Form 8 dated December 18, 1987,
and including any amendment or report filed for the purpose
of further updating such description.
II-1
<PAGE>
<PAGE> 3
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or
after the date of this Registration Statement and 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 in this Registration Statement by reference and to
be part hereof from the date of filing of such documents. Any
statement contained herein or 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 such statement is modified or
superseded by any other subsequently filed document which is
incorporated or is deemed to be incorporated by reference herein.
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 and Officers.
Section 145 of the General Corporation Law of Delaware
provides that a corporation created thereunder may 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 is or was a director or
officer of such corporation or is or was serving at the request
of such corporation as a director or officer of another
corporation or other enterprise against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding, subject to certain limitations
referred to therein.
Article VI of the Registrant's By-Laws provides for
indemnification of directors and officers as follows:
The Corporation shall, to the fullest extent to which it
is empowered to do so by the General Corporation Law of
Delaware, or any other applicable laws, as from time to time
in effect, 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, whether civil, criminal,
II-2
<PAGE>
<PAGE> 4
administrative or investigative, by reason of the
fact that he is or was a director or officer of the
Corporation or a division thereof, or is or was serving at
the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or
other enterprise, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such action, suit or proceeding.
The provisions of this Article shall be deemed to be a
contract between the Corporation and each director or officer
who serves in any such capacity at any time while this
Article and the relevant provisions of the General
Corporation Law of Delaware or other applicable law, if any,
are in effect, and any repeal or modification of any such law
or of this Article shall not affect any rights or obligations
then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding
theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts.
The Corporation shall, to the fullest extent to which it
is empowered to do so by the General Corporation Law of
Delaware, and with respect to the Employee Retirement Income
Security Act of 1974, or any other applicable laws, as from
time to time in effect, indemnify any officer, director or
employee of the Corporation or an affiliated corporation, 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, by
reason of the fact that he is or was serving at the request
of the Corporation as an individual Trustee, Committee
member, administrator or fiduciary of a pension or other
benefit plan for employees of the Corporation, or of an
affiliated corporation or other enterprise.
Persons who are not covered by the foregoing provisions
of this Article and who are or were employees or agents of
the Corporation or a division thereof, or are or were serving
at the request of the Corporation as employees or agents of
another corporation, partnership, joint venture, trust or
other enterprise, may be indemnified to the extent authorized
at any time or from time to time by the Board of Directors of
the Corporation.
The indemnification provided or permitted by this
Article shall not be deemed exclusive of any other rights to
which those indemnified may be entitled by law or otherwise,
and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
II-3
<PAGE>
<PAGE> 5
The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article.
The Corporation shall, to the fullest extent to which it
is empowered to do so by the General Corporation Law of
Delaware, or any other applicable laws, as from time to time
in effect, pay expenses, including attorneys' fees, incurred
in defending any action, suit or proceeding, in advance of
the final disposition of such action, suit or proceeding, to
any person who is or was a party or is threatened to be made
a party to any such threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is
or was a director or officer of the Corporation, upon
receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the
Corporation as authorized by applicable laws.
Article Sixteenth of the Registrant's Restated Certificate of
Incorporation provides that "No director of this Corporation
shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation
thereof is not permitted under the Delaware General Corporation
Law as the same exists or may thereafter be amended. This
provision shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the effective
date of this Article."
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The exhibits filed herewith are set forth in the Exhibit
Index filed as part of this Registration Statement on pages II-9
- - II-10 hereof.
II-4
<PAGE>
<PAGE> 6
Item 9. Undertakings.
A. Undertaking Pursuant to Rule 415:
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales of
Common Stock are being made under the Sundstrand Corporation
Nonemployee Director Stock Option Plan or Sundstrand Corporation
Nonemployee Director Compensation Plan, a post-effective
amendment to this Registration Statement:
(i) (Not applicable);
(ii) (Not applicable);
(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.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment will be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
will be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. Undertaking Regarding Documents Subsequently Filed Under
the 1934 Act:
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time will be
deemed to be the initial bona fide offering thereof.
C. Undertaking Regarding Indemnification:
Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or
II-5
<PAGE>
<PAGE> 7
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 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
II-6
<PAGE>
<PAGE> 8
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Rockford, State of
Illinois, on April 18, 1995.
SUNDSTRAND CORPORATION
By: /s/ Paul Donovan
--------------------------------
Paul Donovan
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on April 18, 1995.
Don R. O'Hare*
- --------------------------- Chairman of the Board
Don R. O'Hare and Chief Executive Officer
/s/ Paul Donovan
- --------------------------- Executive Vice President and
Paul Donovan Chief Financial Officer
DeWayne J. Fellows*
- --------------------------- Vice President and Controller
DeWayne J. Fellows
Gerald Grinstein*
- --------------------------- Director
Gerald Grinstein
Charles Marshall*
- --------------------------- Director
Charles Marshall
II-7
<PAGE>
<PAGE> 9
Klaus H. Murmann*
- --------------------------- Director
Klaus H. Murmann
Donald E. Nordlund*
- --------------------------- Director
Donald E. Nordlund
Thomas G. Pownall*
- --------------------------- Director
Thomas G. Pownall
Ward Smith*
- --------------------------- Director
Ward Smith
Robert J. Smuland*
- --------------------------- Director
Robert J. Smuland
Berger G. Wallin*
- --------------------------- Director
Berger G. Wallin
*By: /s/ Paul Donovan
---------------------- April 18, 1995
Paul Donovan, Attorney-in-Fact
Paul Donovan, by signing his name hereto, does hereby sign
this document on behalf of each of the persons whose name appears
above with an asterisk, pursuant to powers of attorney executed
by such persons, which are included as Exhibit 24 to this
Registration Statement.
II-8
<PAGE>
<PAGE> 10
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- -------- ----------------------
4(a) Credit Agreement dated as of January 28, 1993, among
Registrant and seven banking institutions including
Morgan Guaranty Trust Company of New York, as Agent
(filed as Exhibit (4)(a) to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1992, File No. 1-5358, and incorporated herein by
reference).
4(b) Amendment No. 1 dated October 15, 1993, and Amendment
No. 2 dated October 31, 1994, to Credit Agreement
dated as of January 28, 1993, among Registrant and
seven banking institutions (filed as Exhibit (4)(b)
to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, File No. 1-5358,
and incorporated herein by reference).
4(c) Amended and Restated Rights Agreement dated December
4, 1987, and Amendment thereto dated March 5, 1990
(filed as Exhibit 4(a) and 4(b) to Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, File No. 1-5358, and incorporated
herein by reference).
4(d) Lease dated as of December 14, 1987, between
Registrant and Greyhound Real Estate Investment Six,
Inc. (filed as Exhibit (4)(f) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1987, File No. 1-5358, and incorporated herein by
reference).
II-9
<PAGE>
<PAGE> 11
4(e) Note Agreement of Registrant dated May 15, 1991 (filed
as Exhibit (19)(c) to Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1991, File
No. 1-5358, and incorporated herein by reference).
4(f) Amendment effective December 31, 1991, to Registrant's
Note Agreement dated as of May 15, 1991 (filed as
Exhibit (19)(c) to Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1992,
File No. 1-5358, and incorporated herein by
reference).
4(g) Amendment and Restatement dated May 15, 1991, of
Registrant's Note Agreement dated January 18, 1980
(filed as Exhibit (19)(d) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1991, File No. 1-5358, and incorporated herein by
reference).
4(h) Amendment effective December 31, 1991, to Registrant's
May 15, 1991, Amended and Restated Note Agreement
(filed as Exhibit (19)(d) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September
30, 1992, File No. 1-5358, and incorporated herein by
reference).
4(i) Note Agreement of Registrant dated October 31, 1991
(filed as Exhibit (4)(l) to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1991, File No. 1-5358, and incorporated herein by
reference).
4(j) Note Agreement of Registrant dated December 2, 1991
(filed as Exhibit (4)(m) to Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1991, File No. 1-5358 and incorporated herein by
reference).
23 Consent of Independent Auditors.
24 Power of Attorney.
II-10
<PAGE>
<PAGE> 12
Exhibit (23)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) to be filed April 18, 1995 and related
Prospectus, pertaining to the Sundstrand Corporation Nonemployee
Director Stock Option Plan and the Sundstrand Corporation
Nonemployee Director Compensation Plan of our report dated
January 26, 1995 (except for the Subsequent Event note, as to
which the date is February 21, 1995), with respect to the
consolidated financial statements of Sundstrand Corporation
and subsidiaries, incorporated by reference in the Annual
Report (Form 10-K) for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Chicago, Illinois
April 18, 1995
<PAGE>
<PAGE> 13
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
SUNDSTRAND CORPORATION, a Delaware corporation, does hereby
nominate, constitute and appoint DON R. O'HARE and PAUL DONOVAN
and either or both of them, as its true and lawful attorneys-in-
fact, in its name and on its behalf to file with the Securities
and Exchange Commission a Registration Statement on Form S-8 and
any amendments, supplements and post-effective amendments
thereto, in connection with the registration under the Securities
Act of 1933, as amended, of up to 232,000 shares of the
Corporation's Common Stock, par value $.50 per share, which are
available for grant under the proposed Sundstrand Corporation
Nonemployee Director Stock Option Plan and Sundstrand Corporation
Nonemployee Director Compensation Plan.
That each of the undersigned directors and officers of
said Corporation does hereby nominate, constitute and appoint DON
R. O'HARE and PAUL DONOVAN and either or both of them, as his
true and lawful attorneys-in-fact, in his name and in the
capacity indicated below, to execute the aforesaid Form S-8.
And the undersigned do hereby authorize and direct the
said attorneys-in-fact, and any one or all of them, to execute
and deliver such other documents to the Securities and Exchange
Commission and to take all such other action as they or any one
of them may consider necessary or advisable to the end that said
Form S-8 shall comply with the Securities Act of 1933, as
amended, and the applicable rules, rulings and regulations of the
Securities and Exchange Commission.
IN WITNESS WHEREOF, each of the undersigned has
subscribed these presents this 21st day of February, 1995.
SUNDSTRAND CORPORATION
By: /s/ Don R. O'Hare
--------------------------
Don R. O'Hare
Chairman of the Board and
Chief Executive Officer
(CORPORATE SEAL)
ATTEST:
/s/ Richard M. Schilling
- -----------------------------
Richard M. Schilling
Secretary
<PAGE>
<PAGE> 14
SIGNATURE TITLE
- --------- -----
/s/ Don R. O'Hare
- --------------------------- Chairman of the Board and
Don R. O'Hare Chief Executive Officer
/s/ Paul Donovan
- ---------------------------- Executive Vice President and
Paul Donovan Chief Financial Officer
/s/ DeWayne J. Fellows
- ---------------------------- Vice President and Controller
DeWayne J. Fellows
- ---------------------------- Director
J. P. Bolduc
/s/ Gerald Grinstein
- ---------------------------- Director
Gerald Grinstein
/s/ Charles Marshall
- ---------------------------- Director
Charles Marshall
/s/ Klaus H. Murmann
- ---------------------------- Director
Klaus H. Murmann
<PAGE>
<PAGE> 15
SIGNATURE TITLE
- --------- -----
/s/ Donald E. Nordlund
- ---------------------------- Director
Donald E. Nordlund
/s/ Thomas G. Pownall
- ---------------------------- Director
Thomas G. Pownall
- ---------------------------- Director
John A. Puelicher
/s/ Ward Smith
- ---------------------------- Director
Ward Smith
/s/ Robert J. Smuland
- ---------------------------- Director
Robert J. Smuland
/s/ Berger G. Wallin
- ---------------------------- Director
Berger G. Wallin
