As filed with the Securities and Exchange Commission on August 19,
2003
Registration No. 333-88801
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-1258310
(State of incorporation) (I.R.S. Employer
Identification No.)
3600 WEST LAKE AVENUE
GLENVIEW, ILLINOIS 60025-5811
(Address of principal executive offices)
PREMARK INTERNATIONAL, INC. 1994 INCENTIVE PLAN
PREMARK INTERNATIONAL, INC. DIRECTOR STOCK PLAN
(Full title of the Plans)
STEWART S. HUDNUT, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, ILLINOIS 60025-5811
(847) 724-7500
(Name, address and telephone number
of agent for service)
WITH A COPY TO:
EDWARD SPACAPAN, JR., ESQ.
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5500
___________________________
EXPLANATORY NOTE
Illinois Tool Works Inc. (the "Registrant") filed a Registration
Statement on Form S-8 on December 28, 1999 (File No. 333-88801) which
registered 8,239,306 shares of common stock, par value $.01 per share
("Common Stock"), of the Registrant reserved for issuance pursuant to
the Premark International, Inc. 1994 Incentive Plan (the "Premark
Incentive Plan") and the Premark International, Inc. Director Stock
Plan (the "Premark Director Plan").
On March 18, 2003, the Registrant's Board of Directors approved,
subject to stockholder approval, the merger of the Premark Incentive
Plan into the Illinois Tool Works Inc. 1996 Stock Incentive Plan (the
"ITW Plan"). The merger was approved by the Registrant's stockholders
at its Annual Meeting of Stockholders on May 9, 2003. No future
awards will be made under the Premark Incentive Plan or the Premark
Director Plan.
On August 8, 2003, the Registrant's Board of Directors authorized
the filing of this Post-Effective Amendment No. 1 to the Registration
Statement to deregister an aggregate of 2,499,279 shares of Common
Stock previously registered that remain available for future grant
under the Premark Incentive Plan. All of the 2,499,279 shares
deregistered by this Post-Effective Amendment No. 1 are concurrently
being registered on a registration statement on Form S-8 for the ITW
Plan, and the associated registration fee paid by the Registrant to
register these shares for the Premark Incentive Plan is being carried
forward and applied to the registration fee necessary to register
these shares under the ITW Plan.
This Post-Effective Amendment No. 1 is also filed to terminate
the Registration Statement with respect to the Premark Director Plan.
All of the awards made to directors under the Premark Director Plan
have been exercised or have expired and are no longer exercisable. No
future awards will be made under the Premark Director Plan.
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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 a Post-Effective Amendment
No. 1 to Form S-8 Registration Statement and has duly caused this
Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glenview, State
of Illinois, on August 8, 2003.
ILLINOIS TOOL WORKS INC.
By: /s/ Stewart S. Hudnut
--------------------------------------
Stewart S. Hudnut,
Senior Vice President,
General Counsel & Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in
the capacities indicated on August 8, 2003.
SIGNATURE TITLE
--------- -----
/s/ W. James Farrell Chairman & Chief Executive Officer
----------------------------- & Director
W. James Farrell (Principal Executive Officer)
/s/ Jon C. Kinney Senior Vice President & Chief
----------------------------- Financial Officer
Jon C. Kinney (Principal Financial & Accounting
Officer)
/s/ William F. Aldinger Director
-----------------------------
William F. Aldinger
/s/ Michael J. Birck Director
-----------------------------
Michael J. Birck
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/s/ Marvin D. Brailsford Director
-----------------------------
Marvin D. Brailsford
/s/ James R. Cantalupo Director
-----------------------------
James R. Cantalupo
/s/ Susan Crown Director
-----------------------------
Susan Crown
/s/ Don H. Davis, Jr. Director
-----------------------------
Don H. Davis, Jr.
/s/ Robert C. McCormack Director
-----------------------------
Robert C. McCormack
/s/ Robert S. Morrison Director
-----------------------------
Robert S. Morrison
/s/ Harold B. Smith Director
-----------------------------
Harold B. Smith
4