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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1995.
REGISTRATION NO. 33-53771
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT No. 1
To
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ITT INDUSTRIES, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
INDIANA 13-5158950
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4 WEST RED OAK LANE, WHITE PLAINS, NY 10604
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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STOCK OPTION INCENTIVE PLAN (1977)
ITT INDUSTRIES 1986 INCENTIVE STOCK PLAN
1994 ITT INDUSTRIES INCENTIVE STOCK PLAN
SUBSTITUTE STOCK OPTIONS
(FULL TITLE OF THE PLANS)
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GWENN L. CARR, VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND SECRETARY
ITT INDUSTRIES, INC.
4 WEST RED OAK LANE
WHITE PLAINS, NY 10604
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (914) 641-2000
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EXPLANATORY NOTE
ITT Industries, Inc., an Indiana corporation, files this Post-Effective
Amendment No. 1 to Registration Statement No. 33-53771 (the "Registration
Statement") as the successor issuer to ITT Corporation, a Delaware corporation,
within the meaning of Rule 414 under the Securities Act of 1933 (the "Act"), as
the result of the reincorporation of ITT Corporation in Indiana pursuant to a
statutory merger of ITT Corporation into ITT Industries, Inc. effective December
20, 1995. This occurred in connection with the distribution (the "Distribution")
on December 19, 1995 to the shareholders of ITT Corporation of all the shares of
common stock of ITT Destinations, Inc., a Nevada corporation, and all the shares
of common stock of ITT Hartford Group, Inc., a Delaware corporation, both of
which were wholly-owned subsidiaries of ITT Corporation. Immediately prior to
the Distribution, ITT Destinations, Inc. changed its name to ITT Corporation.
The succession of ITT Industries, Inc. to ITT Corporation was approved at a
Special Meeting of Shareholders of ITT Corporation held on September 21, 1995,
for which proxies were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (the "1934 Act").
Pursuant to Rule 414(d) under the Act, ITT Industries, Inc., as successor
issuer to ITT Corporation, hereby adopts the Registration Statement as its own
Registration Statement for all purposes of the Act and the 1934 Act. The
Prospectus contained in this Post-Effective Amendment No. 1 to the Registration
Statement sets forth the additional information necessary to reflect any
material changes made in connection with or resulting from such succession, or
necessary to keep the Registration Statement from being misleading in any
material respect.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company is the successor to ITT Corporation ("ITT"). The following
documents filed by ITT and, in the case of item (e) and the Current Report on
Form 8-K dated December 21, 1995 referred to in item (d), the Company, with the
Securities and Exchange Commission (the "Commission") (File No. 1-5627) are
hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1994;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 1995;
(c) Proxy Statement for the Special Meeting of Shareholders on
September 21, 1995 (Filed with the Commission on August 28, 1995);
(d) Current Reports on Form 8-K dated February 6, March 31, June 8,
November 7, November 16, and December 21, 1995; and
(e) Form 8-B dated December 20, 1995.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing with the Commission 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 in the
Registration Statement and to be a part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in the Registration Statement or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference 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 audited financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
Robert W. Beicke, Esq., whose legal opinion with respect to the securities
registered hereunder is filed as Exhibit 5 hereto, is an employee of the Company
and participates in certain of its stock benefit plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 23-1-37-8 and Section 23-1-37-13 of the Indiana Business
Corporation Law ("IBCL") provide that the Company may indemnify any individual
made a party to a proceeding (including a proceeding by or in the right of the
Company) because the individual is or was a director, officer, employee or agent
of the Company against liability incurred in the proceeding if the individual
acted in good faith and reasonably believed (i) in the case of conduct in the
individual's official capacity with the Company, that the individual's conduct
was in the Company's best interests and (ii) in all other cases, that the
individual's conduct was at least not opposed to the Company's best interests.
In the case of any criminal proceeding, the individual must have had either
reasonable cause to believe the conduct was lawful or no reasonable cause to
believe that it
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was unlawful. The Company's By-laws provide for the above indemnification of
directors and officers. Reference is made to the Company's By-laws filed with
the Company's Form 8-B dated December 20, 1995. In addition, Section 23-1-37-9
and Section 23-1-37-13 provide that the Company, unless limited by its articles
of incorporation, must indemnify a director or officer who was wholly successful
in the defense of any proceeding to which the director or officer was a party
because the director or officer is or was a director or officer of the Company
against reasonable expenses incurred by the director or officer in connection
with the proceeding. The Company's Articles of Incorporation do not limit the
indemnification provided by the IBCL. Reference is made to the Company's
Articles of Incorporation, as amended, filed with the Company's Form 8-B dated
December 20, 1995.
The Company also has provided liability insurance for the directors and
officers for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers and has entered into,
or expects to enter into, an indemnification agreement with each of its
directors. Under its form of indemnification agreement, the Company agrees to
indemnify its directors against all expenses, liabilities or losses incurred by
the directors in their capacity as such: (i) to the fullest extent permitted by
applicable law; (ii) as provided in the By-laws of the Company as in effect on
the date of such agreement; and (iii) in the event the Company does not maintain
the aforementioned insurance or comparable coverage, to the full extent provided
in the applicable policies as in effect on the date of such agreement (the
Company's obligations described in (ii) and (iii) being subject to certain
exceptions).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index elsewhere herein.
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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 POST-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE PLAINS AND STATE OF
NEW YORK ON THIS 20TH DAY OF DECEMBER, 1995.
ITT Industries, Inc.
By: /s/ RICHARD J. M. HAMILTON
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Richard J. M. Hamilton
Senior Vice President and Controller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints VINCENT A. MAFFEO, GWENN L. CARR and ROBERT W.
BEICKE, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all such capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
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/s/ D. TRAVIS ENGEN Chairman, President and December 20, 1995
- --------------------------------------------- Chief
D. Travis Engen Executive Officer and
(Principal Executive Officer) Director
/s/ HEIDI KUNZ Senior Vice President and December 20, 1995
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Heidi Kunz Financial Officer
(Principal Financial Officer)
/s/ RAND V. ARASKOG Director December 20, 1995
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Rand V. Araskog
/s/ ROBERT A. BURNETT Director December 20, 1995
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Robert A. Burnett
/s/ MICHEL DAVID-WEILL Director December 20, 1995
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Michel David-Weill
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SIGNATURE TITLE DATE
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/s/ S. PARKER GILBERT Director December 20, 1995
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S. Parker Gilbert
/s/ EDWARD C. MEYER Director December 20, 1995
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Edward C. Meyer
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ITT Industries, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated June
13, 1995 on the consolidated financial statements of ITT Corporation (renamed
ITT Industries, Inc.) and subsidiaries included in ITT Corporation's Proxy
Statement for the Special Meeting of Stockholders on September 21, 1995 and to
all references to our firm included in or made a part of this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Stamford, CT
December 20, 1995
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LIST OF EXHIBITS
EXHIBIT
NO. TITLE LOCATION
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4. Instruments defining the rights of security holders,
including indentures:
(a) ITT Industries, Inc.'s Articles of Incorporation, as
amended............................................. Incorporated by reference to
exhibits to ITT Industries'
Form 8-B dated December 20,
1995 (CIK No. 216228. File
No. 1-5627).
(b) ITT Industries, Inc.'s By-laws...................... Incorporated by reference to
exhibits to ITT Industries'
Form 8-B dated December 20,
1995 (CIK No. 216228, File
No. 1-5627).
5. Opinion re legality................................. Filed herewith.
15. Letter re unaudited interim financial information... Not applicable.
23. Consents of experts and counsel..................... The consent of independent
public accountants is filed
herewith. The consent of
counsel is incorporated by
reference to Exhibit 5 filed
herewith.
24. Power of attorney................................... See page II-3 of this
Registration Statement.
28.P Information from reports furnished to state
insurance regulatory authorities.................... Incorporated by reference to
exhibits to ITT Corporation's
Form SE dated March 15, 1995
relating to ITT Corporation's
Form 10-K for the fiscal year
ended December 31, 1994 (CIK
No. 216228, File No. 1-5627).
99. Additional exhibits................................. None.
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EXHIBIT 5
ITT INDUSTRIES, INC.
4 West Red Oak Lane
White Plains, NY 10604
December 21, 1995
ITT Industries, Inc.
4 West Red Oak Lane
White Plains, NY 10604
Dear Sirs:
I am familiar with the Stock Option Incentive Plan (1977), ITT Industries
1986 Incentive Stock Plans, 1994 ITT Industries Incentive Stock Plan and
Substitute Stock Options (collectively, the "Plans") of ITT Industries, Inc., an
Indiana corporation ("Industries"), under which shares of Industries common
stock, par value $1 per share, have been authorized initially for issuance (the
"Shares"). I have acted as counsel to Industries in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of Post-Effective Amendment No.
1 to Registration Statement on Form S-8 (the "Registration Statement") with
respect to the registration of the Shares under the Act. In this connection, I
have examined such records, documents and proceedings as I have deemed relevant
and necessary as a basis for the opinion expressed herein.
Based upon the foregoing, I am of the opinion that Shares have been duly
authorized for issuance under the Plans by all proper corporate action and, when
such Shares have been issued pursuant to the provisions of the Plans as set
forth in the Registration Statement and Industries' policies relating thereto,
and any conditions or restrictions relating thereto shall have been satisfied,
such Shares will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ ROBERT W. BEICKE
Robert W. Beicke
Vice President, Associate General Counsel
and Assistant Secretary
