As filed
with the Securities and Exchange Commission on July 30, 2024
Registration
No. 333-_____
UNITED
STATES
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)
Delaware |
05-0315468 |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
40 Westminster
Street
Providence,
Rhode Island 02903
(Address of Principal
Executive Offices) (Zip Code)
Textron Inc.
2024 Long-Term Incentive Plan
(Full Title of
the Plan)
Jayne M. Donegan
Senior Executive
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)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large
accelerated filer þ |
Accelerated
filer o |
Non-accelerated
filer o |
Smaller
reporting company o |
|
Emerging
Growth company o |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed by Textron Inc. (“Textron”) to register the offer and sale of up
to 10,000,000 newly authorized shares of the Company’s common stock, par value $0.125 per share (“Common Stock”),
pursuant to the Textron Inc. 2024 Long Term Incentive Plan.
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, 2023 (filing date of February 12, 2024); |
| (b) | Textron’s
Quarterly Report on Form 10-Q for the fiscal quarters ended March 30, 2024 (filing date
of April 25, 2024), and June 29, 2024 (filing date of July 30, 2024); |
| (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 as set forth in the registration statement
filed pursuant to Section 12 of the Securities Exchange Act of 1934, as updated by Exhibit 4.6 to Textron’s Annual Report on Form 10-K for the fiscal year ended January 4,
2020 (filing date of February 25, 2020), including any amendment 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.
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, Senior Executive Counsel for Textron. Ms. Donegan is a full-time
employee of Textron and holds restricted stock units, shares of, and options to purchase, Textron’s outstanding common stock.
Item 6. | Indemnification of Directors
and Officers |
Textron
is a Delaware corporation. 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
Amended and Restated By-Laws require Textron to indemnify each officer and director to the full 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 Textron’s
By-Laws and such insurance policies and indemnifies each officer and director 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, as amended, 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.
Item 7. | Exemption from Registration
Claimed |
Inapplicable.
Exhibit
No. |
|
Exhibit
Description |
|
|
|
4.1A |
|
Restated Certificate of Incorporation of Textron as filed with the Secretary of State of Delaware on April 29, 2010. Incorporated by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. |
|
|
|
4.1B |
|
Certificate of Amendment of Restated Certificate of Incorporation of Textron Inc., filed with the Secretary of State of Delaware on April 27, 2011. Incorporated by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011. |
|
|
|
4.2 |
|
Amended and Restated By-Laws of Textron Inc., effective February 21, 2024. Incorporated by reference to Exhibit 3.1 to Textron’s Current Report on Form 8-K filed February 23, 2024. |
|
|
|
5* |
|
Legal Opinion of Jayne M. Donegan, Senior Executive Counsel. |
|
|
|
23.1* |
|
Consent of Ernst & Young LLP. |
|
|
|
23.2* |
|
Consent of Jayne M. Donegan is included in her legal opinion filed as Exhibit 5 hereof. |
|
|
|
24* |
|
Power of Attorney (included on the signature page hereto). |
|
|
|
99 |
|
Textron Inc. 2024 Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2024. |
|
|
|
107* |
|
Filing Fee Table |
|
|
|
*
Filed herewith. |
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 SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% 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 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
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 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
SEC such indemnification is against public policy as expressed in the Securities 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 Securities 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 30th day
of July, 2024.
|
TEXTRON INC. |
|
(Registrant) |
|
|
|
|
By: |
/s/ E. Robert
Lupone |
|
|
E. Robert Lupone |
|
|
Executive Vice President, General Counsel
and Secretary |
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints E. Robert Lupone
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 by the following persons on July
30, 2024 in the capacities indicated.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ Scott C.
Donnelly |
|
Chairman, President and Chief
Executive Officer and Director |
|
July 30, 2024 |
Scott C. Donnelly |
|
(principal executive officer) |
|
|
|
|
|
|
|
/s/ Frank T.
Connor |
|
Executive Vice President and Chief Financial
Officer |
|
July 30, 2024 |
Frank T. Connor |
|
(principal financial officer) |
|
|
|
|
|
|
|
/s/ Mark S.
Bamford |
|
Vice President and Corporate Controller |
|
July 30, 2024 |
Mark S. Bamford |
|
(principal accounting officer) |
|
|
|
|
|
|
|
/s/ Richard
F. Ambrose |
|
Director |
|
July
30, 2024 |
Richard F. Ambrose |
|
|
|
|
|
|
|
|
|
/s/ Kathleen
M. Bader |
|
Director |
|
July 30, 2024 |
Kathleen M. Bader |
|
|
|
|
|
|
|
|
|
/s/ R. Kerry
Clark |
|
Director |
|
July 30, 2024 |
R. Kerry Clark |
|
|
|
|
|
|
|
|
|
/s/ Michael X.
Garrett |
|
Director |
|
July 30, 2024 |
Michael X. Garrett |
|
|
|
|
|
|
|
|
|
/s/ Deborah Lee
James |
|
Director |
|
July 30, 2024 |
Deborah Lee James |
|
|
|
|
|
|
|
|
|
/s/ Thomas A.
Kennedy |
|
Director |
|
July 30, 2024 |
Thomas A. Kennedy |
|
|
|
|
|
|
|
|
|
/s/ Lionel L.
Nowell III |
|
Director |
|
July 30, 2024 |
Lionel L. Nowell III |
|
|
|
|
|
|
|
|
|
/s/ James L.
Ziemer |
|
Director |
|
July 30, 2024 |
James L. Ziemer |
|
|
|
|
|
|
|
|
|
/s/ Maria T.
Zuber |
|
Director |
|
July 30, 2024 |
Maria T. Zuber |
|
|
|
|
Exhibit 5
July 30,
2024
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W
Washington, DC 20549
Re: Registration Statement
on Form S-8
Dear Sir/Madam:
I am Senior Executive
Counsel of Textron Inc., a Delaware corporation (“Textron”). As such I have acted as its counsel in connection
with the preparation and filing by Textron of a registration statement on Form S-8 (the “Registration Statement”)
under the Securities Act of 1933 with respect to the registration of 10,000,000 additional shares of its Common Stock, par value
$0.125 per share (the “Securities”) which may be sold pursuant to the Textron Inc. 2024 Long-Term Incentive Plan.
I am familiar
with Textron’s Restated Certificate of Incorporation, as amended, and Amended and Restated By-laws, and I have examined
such corporate proceedings of Textron and such matters of law as I have deemed necessary to enable me to render this opinion.
Based upon the
foregoing, it is my opinion that when the Securities have been sold as described in the Registration Statement, they will be legally
issued, fully paid and nonassessable.
I hereby consent
to the filing of this opinion as an exhibit to the Registration Statement.
|
Very
truly yours, |
|
|
|
/s/
Jayne M. Donegan |
|
Jayne
M. Donegan |
|
Senior
Executive Counsel |
Exhibit 23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Textron Inc. 2024 Long-Term
Incentive Plan of our reports dated February 12, 2024, with respect to the consolidated financial statements and schedule
of Textron Inc., and the effectiveness of internal control over financial reporting of Textron Inc. included in its Annual Report
(Form 10-K) for the year ended December 30, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst &
Young LLP
Boston, Massachusetts
July 30, 2024
EXHIBIT 107
Calculation
of Filing Fee Table
Form S-8
(Form Type)
Textron Inc.
(Exact Name of
Registrant as Specified in its Charter)
Table 1: Newly
Registered Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
Type |
|
Security
Class Title |
|
Fee
Calculation
Rule |
|
Amount
Registered(1)(2) |
|
Proposed
Maximum
Offering
Price
per
Unit(3) |
|
Maximum
Aggregate
Offering Price |
|
Fee
Rate |
|
Amount
of
Registration
Fee |
Equity |
|
Common
Stock, par value $0.125 per share |
|
Rules
457(c) and 457(h) |
|
10,000,000 |
|
$ |
90.9216 |
|
$ |
909,216,000.00 |
|
0.00014760 |
|
$ |
134,200.28 |
Total
Offering Amounts |
|
$ |
909,216,000.00 |
|
|
|
$ |
134,200.28 |
Total
Fee Offsets |
|
|
|
|
|
$ |
—
|
Net
Fee Due |
|
|
|
|
|
$ |
134,200.28 |
(1) | Pursuant
to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover an indeterminate number of
additional shares of common stock, par value $0.125 per share (“Common Stock”),
of Textron Inc. as may be required pursuant to the Textron Inc. 2024 Long-Term Incentive
Plan (the “2024 Plan”) in the event of a stock split, stock dividend, recapitalization
or similar transaction. |
(2) | Consists
of 10,000,000 shares of Common Stock issuable pursuant to the 2024 Plan. |
(3) | Calculated
solely for the purpose of computing the registration fee in accordance with Rules 457(c)
and 457(h) under the Securities Act based on the average of the high and the low sales
prices of shares of Textron’s Common Stock as reported on the New York Stock Exchange
on July 24, 2024. |
Textron (NYSE:TXT)
과거 데이터 주식 차트
부터 7월(7) 2024 으로 8월(8) 2024
Textron (NYSE:TXT)
과거 데이터 주식 차트
부터 8월(8) 2023 으로 8월(8) 2024