As filed with the Securities and Exchange Commission on July 28, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TEXTRON INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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05-0315468 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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Incorporation or Organization) |
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Identification No.) |
40 Westminster Street
Providence, Rhode Island 02903
(Address of Principal Executive Offices) (Zip Code)
Textron Savings Plan
Textron Canada Savings Plan
(Full Title of the Plan)
Jayne M. Donegan
Senior Associate General Counsel
Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
(Name and Address of Agent for Service)
401-421-2800
(Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer x |
Accelerated filer o |
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Non-accelerated filer o |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be |
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Amount to be |
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Proposed Maximum |
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Proposed Maximum |
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Amount of Registration |
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Common Stock .125 par value per share |
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20,000,000 shares |
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$37.775 |
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$755,500,000 |
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$97,308.40 |
(1) This registration statement includes 19,500,000 shares of common stock with respect to the Textron Savings Plan and 500,000 shares with respect to the Textron Canada Savings Plan. Such presently indeterminable number of additional shares of common stock is also registered hereunder as may be issued to prevent dilution resulting from stock splits, stock dividends or other similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee, based, in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the “Act”), on the average of the high and low prices per share of Textron’s Common Stock reported on the New York Stock Exchange, Inc. on July 25, 2014.
INTRODUCTION
This registration statement on Form S-8 is filed with the Securities and Exchange Commission by Textron Inc. (“Textron”); it relates to the registration of additional securities of the same class as other securities for which a registration statement is effective relating to the Textron Savings Plan (“TSP”) and the Textron Canada Savings Plan (“TCSP”). Pursuant to General Instruction E of Form S-8, except as otherwise provided herein, this registration statement also incorporates by reference Textron’s registration statement on Form S-8 (Registration No. 333-160944, filed on July 31, 2009) relating to an aggregate of 25,000,000 shares of Textron’s common stock, par value $.125 per share (“Common Stock”) issuable under the TSP and the TCSP, plus an indeterminate amount of interests to be offered and sold pursuant to the TSP. This Registration Statement relates to an additional (i) 19,500,000 shares of Common Stock to be offered and sold under the TSP and (ii) 500,000 shares of Common Stock to be offered and sold under the TCSP.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Except as otherwise provided herein, the contents of Textron’s registration statement on Form S-8 (Registration No. 333-160944), filed with the Securities and Exchange Commission on July 31, 2009, are incorporated by reference herein.
The following documents are incorporated by reference in this registration statement:
(a) The Textron Savings Plan Annual Report on Form 11-K for the fiscal year ended December 31, 2013 and Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013;
(b) Textron’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 29, 2014 and June 28, 2014;
(c) Textron’s Current Reports on Form 8-K filed on January 23, 2014, January 30, 2014, February 28, 2014, March 4, 2014, March 14, 2014 and April 28, 2014;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the registrant document referred to in (a) above; and
(e) The description of Textron’s Common Stock which is contained in the registration statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by Textron 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 hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the 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 subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits
4.1 Restated Certificate of Incorporation of Textron. Incorporated by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010.
4.2 Certificate of Amendment of Restated Certificate of Incorporation of Textron, filed with the Secretary of State of Delaware on April 27, 2011, incorporated into this registration statement by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011.
4.3 Amended and Restated By-Laws of Textron, effective April 28, 2010, and as further amended April 27, 2011 and July 23, 2013, incorporated into this registration statement by reference to Exhibit 3.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2013.
5 Legal Opinion of Jayne M. Donegan, Senior Associate General Counsel.
Note: Textron undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner, and has made or will make all changes required by the IRS in order to qualify the Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Jayne M. Donegan is included in her legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page hereof).
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 Providence, and State of Rhode Island, on this 22nd day of July, 2014.
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TEXTRON INC. | |
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(Registrant) | |
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By: |
/s/ Frank T. Connor |
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Frank T. Connor, |
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Executive Vice President |
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And Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints E. Robert Lupone, Jayne M. Donegan and Ann T. Willaman, and each of them acting individually, as his or her attorney in fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on this 22nd day of July, 2014 by the following persons in the capacities indicated.
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Title |
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Date |
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/s/ Scott C. Donnelly |
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Chairman, President, Chief Executive |
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July 22, 2014 |
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Scott C. Donnelly |
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Officer and Director |
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(principal executive officer) |
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/s/ Kathleen M. Bader |
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Director |
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July 22, 2014 |
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Kathleen M. Bader |
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/s/ R. Kerry Clark |
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Director |
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July 22, 2014 |
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R. Kerry Clark |
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/s/ James T. Conway |
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Director |
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July 22, 2014 |
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James T. Conway |
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/s/ Ivor J. Evans |
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Director |
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July 22, 2014 |
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Ivor J. Evans |
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/s/ Lawrence K. Fish |
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Director |
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July 22, 2014 |
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Lawrence K. Fish |
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/s/ Paul E. Gagné |
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Director |
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July 22, 2014 |
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Paul E. Gagné |
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/s/ Dain M. Hancock |
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Director |
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July 22, 2014 |
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Dain M. Hancock |
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/s/ Lord Powell of Bayswater KCMG |
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Director |
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July 22, 2014 |
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Lord Powell of Bayswater KCMG |
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/s/ Lloyd G. Trotter |
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Director |
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July 22, 2014 |
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Lloyd G. Trotter |
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/s/ James L. Ziemer |
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Director |
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July 22, 2014 |
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James L. Ziemer |
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/s/ Frank T. Connor |
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Executive Vice President and Chief |
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July 22, 2014 |
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Frank T. Connor |
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Financial Officer |
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(principal financial officer) |
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/s/ Mark S. Bamford |
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Vice President and Corporate |
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July 22, 2014 |
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Mark S. Bamford |
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Controller |
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(principal accounting officer) |
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Pursuant to the requirements of the Securities Act of 1933, Textron Inc., as Plan Administrator, has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Providence, State of Rhode Island on July 22, 2014.
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TEXTRON INC., as Plan Administrator for | ||
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the Textron Savings Plan and for the | ||
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Textron Canada Savings Plan | ||
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By: |
/s/ Frank T. Connor | |
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Frank T. Connor, | |
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Executive Vice President | |
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And Chief Financial Officer | |
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Date: July 22, 2014 | ||
EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1 |
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Restated Certificate of Incorporation of Textron. Incorporated by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. |
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4.2 |
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Certificate of Amendment of Restated Certificate of Incorporation of Textron, filed with the Secretary of State of Delaware on April 27, 2011, incorporated into this registration statement by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011. |
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4.3 |
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Amended and Restated By-Laws of Textron, effective April 28, 2010, and as further amended April 27, 2011 and July 23, 2013, incorporated into this registration statement by reference to Exhibit 3.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2013. |
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5 |
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Legal Opinion of Jayne M. Donegan, Senior Associate General Counsel. |
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Note: Textron undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner, and has made or will make all changes required by the IRS in order to qualify the Plan. |
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23.1 |
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Consent of Ernst & Young LLP. |
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23.2 |
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Consent of Jayne M. Donegan is included in her legal opinion filed as Exhibit 5 hereof. |
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Power of Attorney (included on the signature page hereof). |