As filed with the Securities and Exchange Commission on September 3, 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 22-2640650
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
(Address of Principal Executive Offices) (Zip Code)
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Honeywell Savings and Ownership Plan II
(Full title of the plan)
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THOMAS F. LARKINS
Vice President, Corporate Secretary
and Deputy General Counsel
Honeywell International Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
(Name and address of agent for service)
(973) 455-2000
(Telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered (1) Registered share (2) price (2) fee (2)
Common Stock,
par value $1.00
per share (3) 4,000,000 sh. $28.70 $114,800,000 $9,287.32
(1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
offered or sold pursuant to the plan.
(2) Estimated in accordance with Rule 457(h) of the Act, solely for the purpose
of calculating the registration fee. $28.70 represents the average of the
high and low sales prices of common stock on the New York Stock Exchange
Composite Tape on August 28, 2003.
(3) The shares of common stock being registered consist of shares of common
stock acquired by the plan trustee pursuant to the plan for the account of
participants.
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 Honeywell Savings and Ownership Plan II (the
"Plan")
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Honeywell Savings and Ownership
Plan II (formerly known as the AlliedSignal Thrift Plan) as specified by Rule
428(b)(1) promulgated by the SEC under the Securities Act of 1933.
Such document(s) are not being filed with the SEC, but constitute
(along with the documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information filed with the SEC after the date of this prospectus will update and
supersede information on file with the SEC as of the date of this prospectus. We
incorporate by reference:
HONEYWELL'S SEC FILINGS (FILE NO. 1-8974)
Annual Report on Form 10-K for the year ended December 31, 2002.
Quarterly Report on Form 10-Q for the quarters ended March 31, 2003 and
June 30, 2003.
Current Reports on Form 8-K filed on January 30, 31, April 17, and
July 17, 2003.
Annual Report on Form 11-K of the Plan for the year ended December 31,
2002.
Honeywell's Proxy Statement filed on March 17, 2003.
Registration Statement on Form S-3 filed on November 25, 2002
describing Honeywell's common stock.
We incorporate by reference additional documents that Honeywell or the
Plan may file with the SEC after the date of this registration statement. These
documents include periodic reports, which may include the Plan's Annual Report
on Form 11-K, and Honeywell's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K, as well as proxy statements.
Item 4. Description of Securities
The securities to be offered are registered under Section 12(b) of the
Securities Exchange Act of 1934.
Item 5. Interests of Independent Accountants and Counsel
Independent Accountants
With respect to the unaudited financial information of Honeywell
International Inc. for the three-month periods ended March 31, 2003 and 2002,
and for the three and six-month periods ended June 30, 2003 and 2002,
incorporated by reference in this Registration Statement, PricewaterhouseCoopers
LLP reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate reports dated May 5, 2003 and August 8, 2003 incorporated by reference
herein, states that they did not audit and they do not express an opinion on
that unaudited financial information. Accordingly, the degree of reliance on
their report on such information should be restricted in light of the limited
nature of the review procedures applied. PricewaterhouseCoopers LLP is not
subject to the liability provisions of Section 11 of the Securities Act of 1933
for their report on the unaudited financial information because that report is
not a "report" or a "part" of the registration statement prepared or certified
by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Act.
Internal Counsel
The legality of the common stock offered hereby has been passed upon by
Gail E. Lehman, Assistant General Counsel--Securities and Finance of Honeywell.
As of August 18, 2003, Ms. Lehman beneficially owned 2,195.53 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
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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.
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
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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
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4.1 Honeywell's Restated Certificate of Incorporation, (incorporated by
reference to Exhibit 3(i) to our Form 8-K filed December 3, 1999).
4.2 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).
5 Opinion of Gail E. Lehman, Esq., with respect to the legality of the
securities being registered hereby (filed herewith).
15 Independent Accountants Acknowledgment Letter as to the incorporation
of their reports relating to unaudited interim financial information
(filed herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 The consent of Gail E. Lehman Esq. is contained in her opinion filed as
Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
Item 9. Undertakings
(a) 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
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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 (a)(1)(i) and (a)(1)(ii) above do
not apply if 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.
(2) That, for the purpose 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.
(b) 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 each filing of the 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.
SIGNATURES
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 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 Township of Morris, State of New Jersey, on the 3rd day
of September, 2003.
Honeywell International Inc.
By: /s/ David J. Anderson
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David J. Anderson
Senior 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 and on the dates indicated.
Name Title Date
---- ----- ----
* Chairman and Chief Executive
---------------------------- Officer
(David M. Cote)
* Director
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(Hans W. Becherer)
* Director
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(Gordon M. Bethune)
* Director
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(Marshall N. Carter)
* Director
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(Jaime Chico Pardo)
* Director
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(Clive R. Hollick)
* Director
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(James J. Howard)
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* Director
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(Bruce Karatz)
* Director
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(Robert P. Luciano)
* Director
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(Russell E. Palmer)
* Director
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(Ivan G. Seidenberg)
* Director
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(John R. Stafford)
* Director
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(Michael W. Wright)
Senior Vice President and September 3, 2003
/s/ David J. Anderson Chief Financial Officer
------------------------------ (Principal Financial Officer)
(David J. Anderson)
Vice President and September 3, 2003
/s/ John J. Tus Controller (Principal
------------------------------ Accounting Officer)
(John J. Tus)
*By: /s/ Thomas F. Larkins
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(Thomas F. Larkins, September 3, 2003
Attorney-in-Fact)
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan administrator has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 3rd day of September, 2003.
Honeywell Savings and Ownership Plan II
By:
/s/ David M. Cote
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David M. Cote
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
No. Description
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4.1 Honeywell's Restated Certificate of Incorporation, (incorporated by
reference to Exhibit 3(i) to our Form 8-K filed December 3, 1999).
4.2 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).
5 Opinion of Gail E. Lehman, Esq., with respect to the legality of the
securities being registered hereby (filed herewith).
15 Independent Accountants Acknowledgment Letter as to the incorporation of
their reports relating to unaudited interim financial information (filed
herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 The consent of Gail E. Lehman, Esq. is contained in her opinion filed as
Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
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