As
filed with the Securities and Exchange Commission on July 31,
2007
Registration
No. 333-_____
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.)
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40
Westminster Street
Providence,
Rhode Island 02903
(Address
of Principal Executive Offices) (Zip Code)
Textron
Inc.
2007
Long-Term Incentive Plan
(Amended
and Restated as of May 1, 2007)
(Full
Title of the Plan)
Jayne
M.
Donegan
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)
CALCULATION
OF REGISTRATION FEE
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Title
of Securities to be Registered
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Amount
to be Registered (1)
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Proposed
Maximum Offering Price Per Share (2)
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Proposed
Maximum Aggregate Offering Price (2)
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Amount
of Registration Fee
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Common
Stock .125 per value
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6,000,000
shares
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$115.73
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$694,380,000
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$21,318
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(1)
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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
(including Textron’s 2 for 1 stock split scheduled to occur on August 24,
2007).
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(2)
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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,
on the average of the high and low prices per share of the Textron's
Common Stock reported on the New York Stock Exchange, Inc. on July
27,
2007.
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PART
II
INFORMATION
REQUIRED IN THE
REGISTRATION
STATEMENT
Item 3. Incorporation
of Documents by Reference
The
following documents are incorporated by reference in this registration
statement:
(a) Textron’s
Annual Report on Form 10-K for the fiscal year ended December 30,
2006;
(b) Textron’s
Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2007
and
June 30, 2007;
(c) Textron’s
Current Reports on Form 8-K dated January 18, 2007, January 24, 2007, February
28, 2007, March 30, 2007, April 19, 2007, April 24, 2007, April 27, 2007,
and
July 19, 2007;
(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 4. Descriptions
of Securities
Item 5. Interests
of Named Experts and Counsel
The
validity of the securities has been
passed upon by Jayne M. Donegan, Associate General Counsel for
Textron. Ms. Donegan is a full time employee of Textron.
Item 6. Indemnification
of Directors and Officers
Section
145 of the Delaware General
Corporation Law provides that a corporation may indemnify any person, including
an officer and director, who was or is, or is threatened to be made, a party
to
any threatened, pending or completed action, suit or proceeding, whether
civil,
criminal, administrative or investigative (other than an action by or in
the
right of such corporation), by reason of the fact that such person is or
was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent
of
another corporation, partnership, joint venture, trust, or other
enterprise. The indemnity may include expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit, or proceeding,
provided 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 such corporation,
and,
with respect to any criminal actions and proceedings, had no reasonable cause
to
believe that the person’s conduct was unlawful.
Section
145 of the Delaware General Corporation Law also provides that a corporation
may
indemnify any person, including an officer or director, who was or is, or
is
threatened to be made, a party to any threatened, pending or contemplated
action
or suit by or in the right of such corporation, under the same conditions,
except that no indemnification is permitted without judicial approval if
such
person is adjudged to be liable to such corporation. Where an officer
or director of a corporation is successful, on the merits or otherwise, in
the
defense of any action, suit or proceeding referred to above, or any claim,
issue
or matter therein, the corporation must indemnify such person against the
expenses (including attorneys’ fees) which such officer or director actually and
reasonably incurred in connection therewith.
Textron’s
by-laws require Textron to
indemnify each officer and director to the fullest extent permitted by
law. In addition, Textron maintains directors’ and officers’
liability insurance policies and has entered into an Indemnity Agreement
with
each of its officers and directors. The Indemnity Agreement is
intended to supplement the indemnification protection provided by the by-laws
and such insurance policies and indemnifies them against certain liabilities
arising out of their service as officers or directors of Textron and its
affiliates.
Article
Twelfth of Textron’s Restated
Certificate of Incorporation provides that, to the fullest extent permitted
by
law, directors of Textron will not be liable for monetary damages to Textron
or
its stockholders for breaches of their fiduciary duties.
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Item 7.
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Exemption
from Registration Claimed
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Inapplicable.
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Item 8.
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Exhibits
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4.1
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Restated
Certificate of Incorporation of Textron as filed January 29, 1998.
Incorporated by reference to Exhibit 3.1 to Textron’s Annual Report on
Form 10-K for the fiscal year ended January 3, 1998.
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4.2
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Amended
and Restated By-Laws of Textron. Incorporated by reference to
Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2007.
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5
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Legal
Opinion of Jayne M. Donegan, Associate General Counsel.
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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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24
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Power
of Attorney (included on the signature page hereof).
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99
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2007
Long-Term Incentive Plan (amended and restated as of May 1, 2007).
Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2007.
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Item 9.
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Undertakings
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The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
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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
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(iii)
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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;
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Provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is
contained in reports filed with or furnished to the 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 which remain unsold at the termination of the
offering.
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, 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.
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 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.
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 25th day of July, 2007.
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TEXTRON
INC.
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(Registrant)
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By:
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/s/Frederick
K. Butler
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Frederick
K. Butler
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Corporate
Secretary
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KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
hereby
constitutes and appoints Terrance O’Donnell, Arnold M. Friedman and Jayne M.
Donegan, 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 the
25th day of July, 2007, by the following persons in the capacities
indicated.
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Name
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Title
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/s/Lewis
B. Campbell
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Chairman,
President and Chief Executive
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Lewis
B. Campbell
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Officer,
Director
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/s/Ted
R. French
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Executive
Vice President
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Ted
R. French
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and
Chief Financial Officer
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(principal
financial officer)
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/s/Richard
L. Yates
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Senior
Vice President and Corporate Controller
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Richard
L. Yates
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(principal
accounting officer)
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/s/H.
Jesse Arnelle
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Director
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H.
Jesse Arnelle
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/s/Kathleen
M.Bader
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Director
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Kathleen
M. Bader
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/s/R.
Kerry Clark
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Director
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R.
Kerry Clark
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/s/Ivor
J. Evans
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Director
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Ivor
J. Evans
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/s/Lawrence
K. Fish
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Director
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Lawrence
K. Fish
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/s/Joe
T. Ford
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Director
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Joe
T. Ford
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/s/Paul
E. Gagné
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Director
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Paul
E. Gagné
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/s/Dain
M. Hancock
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Director
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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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Lord
Powell of Bayswater KCMG
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/s/Thomas
B. Wheeler
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Director
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Thomas
B. Wheele
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/s/James
L.Ziemer
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Director
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James
L. Ziemer
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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 as filed January 29, 1998.
Incorporated by reference to Exhibit 3.1 to Textron’s Annual Report on
Form 10-K for the fiscal year ended January 3, 1998.
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4.2
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Amended
and Restated By-Laws of Textron. Incorporated by reference to
Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2007.
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5
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Legal
Opinion of Jayne M. Donegan, Associate General Counsel.
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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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24
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Power
of Attorney (included on the signature page hereof)
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99
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2007
Long-Term Incentive Plan (amended and restated as of May 1,
2007). Incorporated by reference to Exhibit 10.1 to Textron’s
Quarterly Report on Form 10-Q for the fiscal quarter ended June
30,
2007.
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