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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 1996
REGISTRATION NO. 33-
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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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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
(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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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED* PER SHARE** OFFERING PRICE** FEE*
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Common Stock ($1 par value per
share).......................... 14,000,000 $25.625 $358,750,000 $123,707
shares
Series A Participating Cumulative
Preferred Stock Purchase
Rights.......................... 14,000,000
rights+
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* Does not include the following securities being carried forward hereunder
pursuant to Rule 429: 13,007 relate to Registration No. 2-77677; 941,198 relate
to Registration No. 33-5412; and 6,674,436 relate to Registration No. 33-53771;
in each case the appropriate filing fee having been paid with respect to each
registration.
** Estimated solely for the purpose of determining the registration fee
and, in accordance with Rule 457(h), based upon the average of the high and low
sale prices of the Common Stock reported in the consolidated reporting system
for February 15, 1996.
+ The Series A Participating Cumulative Preferred Stock Purchase Rights
(the "Rights") are appurtenant to and trade with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market value of the
Common Stock and the registration fee for the Rights is included in the fee for
the Common Stock.
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PURSUANT TO RULE 429 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION,
THE PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT ALSO WILL BE USED IN
CONNECTION WITH SECURITIES REGISTERED PURSUANT TO REGISTRATION NOS. 2-77677,
33-5412 AND 33-53771.
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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 items (e) and (f) 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;
(e) Form 8-B dated December 20, 1995; and
(f) Form 8-B/A dated February 5, 1996.
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.
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 a fundamental change in the information set forth in the
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)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and 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 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; and
(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.
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(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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a 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 of 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 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 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, AND BY THE UNDERSIGNED IN THE CAPACITY INDICATED, IN THE CITY OF
WHITE PLAINS AND STATE OF NEW YORK ON THIS 21ST DAY OF FEBRUARY, 1996.
ITT Industries, Inc.
By: /s/ RICHARD J. M. HAMILTON
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Richard J. M. Hamilton
Senior Vice President and Controller
(Principal Accounting Officer)
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
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 Chief February 20, 1996
- --------------------------------------------- Executive and Director
D. Travis Engen
(Principal Executive Officer)
/s/ HEIDI KUNZ Senior Vice President and February 20, 1996
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Heidi Kunz Financial Officer
(Principal Financial Officer)
/s/ RAND V. ARASKOG Director February 20, 1996
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Rand V. Araskog
/s/ ROBERT A. BURNETT Director February 20, 1996
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Robert A. Burnett
/s/ CURTIS J. CRAWFORD Director February 20, 1996
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Curtis J. Crawford
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SIGNATURE TITLE DATE
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/s/ MICHEL DAVID-WEILL Director February 20, 1996
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Michel David-Weill
/s/ S. PARKER GILBERT Director February 20, 1996
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S. Parker Gilbert
/s/ EDWARD C. MEYER Director February 20, 1996
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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
February 20, 1996
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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.... Incorporated by reference to
Exhibit 3.1 to ITT
Industries' Form 8-B dated
December 20, 1995 (CIK No.
216228, File No. 1-5627).
(b) Agreement and Plan of Merger dated November 1,
1995................................................ Incorporated by reference to
Exhibit A to ITT Industries,
Inc.'s Form 8-B dated
December 20, 1995 (CIK No.
216228, File No. 1-5627).
(c) ITT Industries, Inc.'s By-laws...................... Incorporated by reference to
Exhibit 3.2 to ITT
Industries' Form 8-B dated
December 20, 1995 (CIK No.
216228, File No. 1-5627).
(d) Form of Rights Agreement between ITT Indiana, Inc.
and The Bank of New York, as Rights Agent........... Incorporated by reference to
Exhibit 1 to ITT Industries,
Inc.'s Form 8-A 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-4 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
February 20, 1996
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 Plan, and the 1994 ITT Industries Incentive Stock Plan
(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. 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
a Registration Statement on Form S-8 (the "Registration Statement") with respect
to the registration under the Act of an additional 14,000,000 shares of
Industries common stock, par value $1 per share (the "Shares") and 14,000,000
Series A Participating Cumulative Preferred Stock Purchase Rights (the "Rights")
which are appurtenant to, and trade with, the Shares. 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 the 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. When the
Rights are issued in accordance with the terms of the Rights Agreement between
Industries and The Bank of New York, as Rights Agent, the Rights will be duly
and validly issued.
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
