As filed with the Securities and Exchange Commission on May 13, 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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ITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 13-5158950
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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4 West Red Oak Lane
White Plains, NY 10604
(Address, including zip code, of principal executive offices)
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ITT INDUSTRIES, INC.
2003 EQUITY INCENTIVE PLAN
(Full title of the plan)
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Kathleen S. Stolar, Esq.
Vice President, Secretary and Associate General Counsel
ITT Industries, Inc.
4 West Red Oak Lane
White Plains, NY 10604
(914) 641-2000
(Name, address, and telephone number,
including area code, of agent for service)
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Copies to:
Elizabeth W. Powers, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, NY 10019
(212) 424-8000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee
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Common stock ($1 par value per 6,100,000 shares $60.23 $367,403,000 $29,723
share)
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Series A participating cumulative 6,100,000 rights - - -
preferred stock purchase rights (3)
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered
or issued in connection with a stock split, stock dividend or similar
transaction.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low sale
prices of the Company's common stock as reported in the consolidated
reporting system on May 8, 2003.
(3) The Series A participating cumulative preferred stock purchase 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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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We hereby incorporate by reference the following documents that we have
filed with the Securities and Exchange Commission (File No. 1-5627):
1. Annual Report on Form 10-K for the year ended December 31, 2002;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;
3. Current Report on Form 8-K filed on April 23, 2003;
4. Description of our common stock contained in the registration
statement on Form 8-A filed on May 13, 2003, and any amendments
thereto; and
5. Description of the preferred stock purchase rights contained in the
registration statement on Form 8-A filed on December 20, 1995, as
amended by Form 8-A/A, filed on May 13, 2003, and further amendments
thereto.
All documents that we subsequently file under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 prior to filing a post-effective
amendment that indicates all securities offered have been sold or that
deregisters all securities that have not been sold shall be deemed incorporated
by reference in the registration statement and to be a part hereof from the date
of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
Vincent A. Maffeo, Esq., Senior Vice President and General Counsel of
ITT Industries, has given his opinion on the legality of the common stock and
the preferred stock purchase rights offered pursuant to this registration
statement.
As of May 9, 2003, Mr. Maffeo owned 174,345 shares of ITT Industries
common stock, including shares that may be acquired within 60 days pursuant to
the exercise of stock options. Mr. Maffeo is acquiring additional shares of ITT
Industries common stock at regular intervals through employee stock plans.
Item 6. Indemnification of Directors and Officers.
Sections 23-1-37-8 and 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
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reasonable cause to believe the conduct was lawful or no reasonable cause to
believe that it was unlawful. The Company's By-laws provide for the above
indemnification of directors and officers.
Sections 23-1-37-9 and 23-1-37-13 of the IBCL 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.
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
an indemnification agreement with each of its outside directors. Under its form
of indemnification agreement, the Company agrees to indemnify such 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 8. Exhibits.
Exhibit No. Description
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4(a)* ITT Industries, Inc.'s Restated Articles of Incorporation,
filed as Exhibit 3(i) to Form 10-Q for the quarterly
period ended June 30, 1997, in File No. 1-5627.
4(b)* Form of Rights Agreement between ITT Indiana, Inc. and The
Bank of New York, as Rights Agent, filed as Exhibit 1 to
Form 8-A dated December 20, 1995, in File No. 1-5627.
4(c)* ITT Industries, Inc.'s By-laws, as amended, filed as
Exhibit 3(c) to Form 10-K for the year ended
December 31, 2002, in File No. 1-5627.
5 Opinion of Vincent A. Maffeo, Esq., Senior Vice President
and General Counsel of ITT Industries.
23(a) Consent of Deloitte & Touche LLP.
23(b) Explanation Concerning Absence of Current Written Consent
of Arthur Andersen LLP.
23(c) Consent of Vincent A. Maffeo, Esq. (included in his opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page hereof).
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*Previously filed and incorporated herein by reference.
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Item 9. Undertakings.
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. 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 forth 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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Securities and
Exchange Commission 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 that remain unsold at the termination of the
offering.
(4) 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.
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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 provisions described under Item 6 above, 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 the
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 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 Act and will
be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints VINCENT
A. MAFFEO and KATHLEEN S. STOLAR, 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 and 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.
SIGNATURES
The 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 City of White Plains and State of New York, on the 13th
day of May, 2003.
ITT Industries, Inc.
By: /s/ Edward W. Williams
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Edward W. Williams
Senior Vice President and Corporate
Controller
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/ Louis J. Giuliano Chairman, President and Chief Executive May 13, 2003
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(Louis J. Giuliano)
/s/ David J. Anderson Senior Vice President and Chief May 13, 2003
------------------------------------ Financial Officer
(David J. Anderson) (Principal Financial Officer)
/s/ Edward W. Williams Senior Vice President and Corporate May 13, 2003
------------------------------------ Controller
(Edward W. Williams) (Principal Accounting Officer)
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Signature Title Date
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/s/ Rand V. Araskog Director May 13, 2003
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(Rand V. Araskog)
/s/ Curtis J. Crawford Director May 13, 2003
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(Curtis J. Crawford)
/s/ Christina A. Gold Director May 13, 2003
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(Christina A. Gold)
/s/ Ralph F. Hake Director May 13, 2003
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(Ralph F. Hake)
/s/ John J. Hamre Director May 13, 2003
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(John J. Hamre)
/s/ Raymond W. LeBoeuf Director May 13, 2003
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(Raymond W. LeBoeuf)
/s/ Frank T. MacInnis Director May 13, 2003
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(Frank T. MacInnis)
/s/ Linda S. Sanford Director May 13, 2003
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(Linda S. Sanford)
/s/ Markos I. Tambakeras Director May 13, 2003
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(Markos I. Tambakeras)
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EXHIBIT INDEX
Exhibit No. Description
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4(a)* ITT Industries, Inc.'s Restated Articles of
Incorporation, filed as Exhibit 3(i) to Form 10-Q
for the quarterly period ended June 30, 1997, in File
No. 1-5627.
4(b)* Form of Rights Agreement between ITT Indiana, Inc. and
The Bank of New York, as Rights Agent, filed as
Exhibit 1 to Form 8-A dated December 20, 1995,
in File No. 1-5627.
4(c)* ITT Industries, Inc.'s By-laws, as amended, filed as
Exhibit 3(c) to Form 10-K for the year ended
December 31, 2002, in File No. 1-5627. Opinion of
5 Vincent A. Maffeo, Esq., Senior Vice President and
General Counsel of ITT Industries.
23(a) Consent of Deloitte & Touche LLP.
23(b) Explanation Concerning Absence of Current Written
Consent of Arthur Andersen LLP.
23(c) Consent of Vincent A. Maffeo, Esq. (included in his
opinion filed as Exhibit 5).
24 Power of Attorney (included on the signature page
hereof).
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*Previously filed and incorporated herein by reference.