As filed with the Securities and Exchange Commission on May 7, 2003
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HONEYWELL INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-264058
(State of Incorporation) (I.R.S. Employer Identification No.)
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101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
(973) 455-2000
(Address of Principal Executive Offices) (Zip Code)
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2003 Stock Incentive Plan of Honeywell International Inc. and its Affiliates
(Full Titles of the Plans)
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Thomas F. Larkins, Esq.
Vice President, Corporate Secretary and Deputy General Counsel
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
(973) 455-2000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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With Copies To:
Robert M. Chilstrom, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Time Square
New York, New York 10036
(212) 735-3000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
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Common stock, par value $1.00
per share: Shares available for
future grants under the 2003 24,907,657 $23.89 $595,043,925.73 $48,139.05(1)
Stock Incentive Plan of
Honeywell International Inc. and
its Affiliates
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Total 24,907,657 $23.89 $595,043,925.73 $48,139.05
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(1) The estimated exercise price of $23.89 per share was computed in accordance
with Rule 457(c) under the Securities Act by averaging the high and low sales
prices of Honeywell International Inc. common stock as reported by the New York
Stock Exchange Composite Tape on May 2, 2003.
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EXPLANATORY NOTE
Honeywell International Inc. ("Honeywell" or the "Company") has prepared
this registration statement in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended (the "Securities Act"), to register
shares of its common stock, par value $1.00 per share (the "Common Stock"),
issuable pursuant to the 2003 Stock Incentive Plan of Honeywell International
Inc. and its Affiliates (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will send or give the documents containing the information
specified in Part I of Form S-8 to employees as specified by the Securities and
Exchange Commission Rule 428(b)(1) under the Securities Act. The Company does
not need to file these documents with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements under Rule 424 of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Honeywell International Inc., a Delaware
corporation, pursuant to the Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed pursuant to the Exchange Act on March 6, 2003;
(b) The Company's Current Reports on Form 8-K, filed pursuant to the
Exchange Act on January 30, 2003, January 31, 2003 and April 17, 2003; and
(c) The Company's Registration Statement on Form 8-B filed with the
Commission on August 16, 1985 pursuant to the Exchange Act.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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 a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein 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.
The validity of the common stock offered hereby will be passed upon for us
by Gail E. Lehman, Assistant General Counsel, Securities and Finance, of
Honeywell. As of May 5, 2003, Ms. Lehman beneficially owned 2,043 shares of
Honeywell common stock, and had 27,460 options to acquire additional shares of
Honeywell common stock granted under option plans of Honeywell.
Item 6. Indemnification of Directors and Officers.
Delaware law provides that a corporation may indemnify directors and
officers as well as other employees and individuals against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement in connection
with specified actions, suits, proceedings whether civil, criminal,
administrative, or investigative (other than action by or in the right of the
corporation -a "derivative
action"), if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such action, and the statute requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's charter,
by-laws, disinterested director vote, shareowner vote, agreement, or otherwise.
Delaware law permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its shareowners for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duly of loyalty to the corporation or its shareowners, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Under Article ELEVENTH of Honeywell's Restated Certificate of
Incorporation, each person who is or was a director or officer of Honeywell, and
each director or officer of Honeywell who serves or served any other enterprise
or organization at the request of Honeywell, shall be indemnified by Honeywell
to the full extent permitted by Delaware law.
Under Delaware law, to the extent that such a person is successful on the
merits or otherwise in defense of a suit or proceeding brought against such
person by reason of the fact that such person is or was a director or officer of
Honeywell, or serves or served any other enterprise or organization at the
request of Honeywell, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of Honeywell, and with respect to any criminal action, had no
reasonable cause to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of
Honeywell, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of Honeywell except that if such person is
adjudged to be liable in such suit to Honeywell, such person cannot be made
whole even for expenses unless the court determines that such person is fairly
and reasonably entitled to indemnity for such expenses.
In addition, Honeywell maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Honeywell
pursuant to Honeywell's Restated Certificate of Incorporation, Delaware law,
or otherwise, Honeywell has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
and it therefore unenforceable.
Item 7. Exemption from Registration Claimed.
The securities that are to be reoffered or resold pursuant to this
registration statement were issued to employees of the registrant pursuant to
employee benefit plans maintained by the registrant in transactions that were
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereto and/or Rule 701 thereunder.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
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3.1 Honeywell's Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3(i) to our Form 8-K filed on December 3,
1999).
3.2 Honeywell's By-laws, as amended (incorporated by reference to
Exhibit 3 (ii) to our Form 10-Q for the quarter ended September
30, 2001).
4.1 Form of certificate representing shares of Common Stock
(incorporated by reference to our Registration Statement on Form
8-B filed on August 16, 1985 (Registration No. 333-30548).
5.1 Opinion of Gail E. Lehman, Esq., with respect to the legality of
the securities being registered hereby.+
10.1 2003 Stock Incentive Plan of Honeywell International Inc. and its
Affiliates (incorporated by reference to Exhibit A to our
Definitive Proxy Statement on Schedule 14A filed on March 17,
2003).
23.1 Consent of PricewaterhouseCoopers LLP.+
23.2 Consent of Gail E. Lehman, Esq. is contained in her opinion filed
as Exhibit 5.1 to this registration statement.+
24.1 Powers of Attorney.+
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+ Filed herewith.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set froth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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 (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each 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.
(c) 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.
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange 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 shall be deemed to be the initial bona
fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities 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
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any
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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 Securities Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement has been signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 7th day of May,
2003.
Honeywell International Inc.
By: /s/ James V. Gelly
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James V. Gelly
Treasurer
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POWER OF ATTORNEY
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 this 7th day of May, 2003.
Name Title Date
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* Chairman of the Board of Directors and May 7, 2003
---------------------------- Chief Executive Officer (Principal
David M. Cote Executive Officer)
* Director May 7, 2003
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Hans W. Becherer
* Director May 7, 2003
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Gordon M. Bethune
* Director May 7, 2003
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Marshall N. Carter
* Director May 7, 2003
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Jaime Chico Pardo
* Director May 7, 2003
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Ann M. Fudge
* Director May 7, 2003
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James J. Howard
* Director May 7, 2003
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Bruce Karatz
* Director May 7, 2003
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Robert P. Luciano
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* Director May 7, 2003
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Michael W. Wright
* Director May 7, 2003
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Russell E. Palmer
* Director May 7, 2003
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Ivan G. Seidenberg
* Director May 7, 2003
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John R. Stafford
/s/ John J. Tus Vice President and Controller May 7, 2003
---------------------------- (Principal Accounting Officer)
John J. Tus
* By: /s/ Thomas F. Larkins May 7, 2003
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Thomas F. Larkins,
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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3.1 Honeywell's Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3(i) to our Form 8-K filed on December 3,
1999).
3.2 Honeywell's By-laws, as amended (incorporated by reference to
Exhibit 3 (ii) to our Form 10-Q for the quarter ended September
30, 2001).
4.1 Form of certificate representing shares of Common Stock
(incorporated by reference to our Registration Statement on
Form 8-B filed on August 16, 1985 (Registration No. 333-30548)).
5.1 Opinion of Gail E. Lehman, Esq., with respect to the legality of
the securities being registered hereby.+
10.1 2003 Stock Incentive Plan of Honeywell International Inc. and its
Affiliates (incorporated by reference to Exhibit A to our
Definitive Proxy Statement on Schedule 14A filed on March 17,
2003).
23.1 Consent of PricewaterhouseCoopers LLP.+
23.2 Consent of Gail E. Lehman, Esq. is contained in her opinion filed
as Exhibit 5.1 to this registration statement.+
24.1 Powers of Attorney.+
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+ Filed herewith.
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