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As filed with the Securities and Exchange Commission on
April 21, 1998
Registration No. 33-58689
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
___________________________
Post-Effective Amendment No. 1 to
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 DIRECTOR COMPENSATION PLAN
(Full title of the plans)
Mary Ann Hynes
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)
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
----------------
Item 2. Registrant Information and Employee Plan Annual
-----------------------------------------------
Information.*
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*Information required by Part I to be contained in a prospectus
that meets the requirements of Section 10(a) 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, 1997, which is dated March 10, 1998,
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 Company's
Registration Statement on Form 8-A/A (Amendment No. 2) dated
November 27, 1995, and the amended description of the rights
contained in the Company's Registration Statement on Form
8-A12B/A (Amendment No. 3) dated May 10, 1996, and including
any amendment or report filed for the purpose of further
updating such description.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by
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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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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, 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.
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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.
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
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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 hereafter 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.
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Not applicable.
Item 8. Exhibits.
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The exhibits filed herewith are set forth in the
Exhibit Index filed as part of this Registration Statement on
pages II-8 - II-9 hereof.
Item 9. Undertakings.
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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 the Sundstrand
Corporation Director Compensation Plan, a post-effective
amendment to this Registration Statement:
(i) (Not applicable);
(ii) (Not applicable);
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(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 shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. 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 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.
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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 21, 1998.
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 21, 1998.
/s/ Robert H. Jenkins Chairman of the Board,
- ------------------------- President and Chief Executive
Robert H. Jenkins Officer and Director
/s/ Paul Donovan Executive Vice President and
- ------------------------- Chief Financial Officer
Paul Donovan
/s/ DeWayne J. Fellows Vice President and Controller
- --------------------------
DeWayne J. Fellows
Gerald Grinstein* Director
- --------------------------
Gerald Grinstein
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Charles Marshall* Director
- --------------------------
Charles Marshall
Klaus H. Murmann* Director
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Klaus H. Murmann
Ward Smith* Director
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Ward Smith
Berger G. Wallin* Director
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Berger G. Wallin
- -------------------------- Director
J.P. Bolduc
- -------------------------- Director
Richard A. Abdoo
- -------------------------- Director
Ilene S. Gordon
*By: /s/ Paul Donovan April 21, 1998
--------------------------
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.
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EXHIBIT INDEX
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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); Amendment No. 1 dated
October 15, 1993, and Amendment No.
2 dated October 31, 1994, to the
Credit Agreement (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); and Amendment No. 3
dated November 30, 1995, to the
Credit Agreement (filed as Exhibit
4(c) to Registrant's Annual Report
on Form 10-K for the fiscal year
ended December 31, 1995, File No. 1-
5358, and incorporated herein by
reference); and Amended and
Restated Credit Agreement dated
December 16, 1996, to the Credit
Agreement (filed as Exhibit 4(a) to
Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1996, File No. 1-5358,
and incorporated herein by
reference).
4(b) Second Amended and Restated Rights
Agreement between Registrant and
Harris Trust and Savings Bank, as
Rights Agent, dated November 21,
1995 (filed as Exhibit 1 to
Registrant's Form 8-A/A (Amendment
No. 2) dated November 27, 1995,
File No. 1-5358, and incorporated
herein by reference); and First
Amendment to Second Amended and
Restated Rights Agreement, dated
February 20, 1996 (filed as Exhibit
4(e) to Registrant's Annual Report
on Form 10-K for the fiscal year
ended December 31, 1995, File No. 1-
5358, and incorporated herein by
reference).
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4(c) 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).
4(d) 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); and Amendment effective
December 31, 1991, to the Note
Agreement (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(e) 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); and Amendment dated
December 1, 1995, to the Note
Agreement (filed as Exhibit 4(1) to
Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1995, File No. 1-5358,
and incorporated herein by
reference).
4(f) 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.
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Exhibit (23)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Post-Effective Amendment No. 1 to Form S-8) to be filed
April 21, 1998, and related Prospectus pertaining to the Sundstrand
Corporation Nonemployee Director Stock Option Plan and the
Sundstrand Corporation Director Compensation Plan, of our report
dated January 27, 1998, with respect to the consolidated financial
statements of Sundstrand Corporation and subsidiaries, included in
the Annual Report (Form 10-K) for the year ended December 31, 1997,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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ERNST & YOUNG LLP
Chicago, Illinois
April 17, 1998
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Exhibit (24)
POWER OF ATTORNEY
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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
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SIGNATURE TITLE
- --------- -----
/s/ Don R. O'Hare Chairman of the Board and
- ------------------------- Chief Executive Officer
Don R. O'Hare
/s/ Paul Donovan Executive Vice President and
- ------------------------- Chief Financial Officer
Paul Donovan
/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
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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
