View:
As filed with the Securities and Exchange Commission on May 5, 1999 Registration No. _________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 UNITED TECHNOLOGIES CORPORATION (Exact name of issuer as specified in its charter) Delaware 06-0570975 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Financial Plaza, Hartford, Connecticut 06101 (Address of principal executive offices, including Zip Code) UNITED TECHNOLOGIES CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the Plan) WILLIAM H. TRACHSEL, Esq. Secretary One Financial Plaza Hartford, Connecticut 06101 (860) 728-7000 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE Title of Amount to Proposed Proposed Amount of Securities to be Maximum Maximum Registration be Registered Registered Offering Aggregate Fee Price (1) Offering Price Common Stock, Par value 300,000 $146.688 $44,006,250.00 $12,233.74 $1.00 per share (1) Estimated solely for the purpose of calculating the registration fee, based, in accordance with Rule 457(h), on the average of the high and low prices reported on the New York Stock Exchange, Inc. on May 3, 1999. (2) Pursuant to Rule 416 the number of shares registered hereunder includes such additional number of shares of Common Stock and Rights as are required to prevent dilution resulting from stock splits, stock dividends or similar transactions affecting the Common Stock of the Registrant. PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference: (1) the Annual Report on Form 10-K of United Technologies Corporation (the "Corporation") filed with the Securities and Exchange Commission (the "Commission") for the year ended December 31, 1998; (2) all other reports filed by the Corporation with the Commission pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the period covered by the Annual Report on Form 10-K referred to in (1) above. All documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing 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 this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES The securities registered hereby are shares of Common Stock, $1.00 par value, of the Corporation, to be issued under the United Technologies Corporation Nonemployee Director Stock Option Plan (the "Plan"). ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The financial statements incorporated by reference to the Annual Report on Form 10-K of the Corporation for the year ended December 31, 1998 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The legality of the securities offered pursuant to this Registration Statement has been passed on by Richard M. Kaplan, Esq. Mr. Kaplan, Associate General Counsel of the Corporation, is a shareowner of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Pursuant to Section 102 of the General Corporation Law of Delaware, the Corporation has adopted a provision in its Certificate of Incorporation eliminating the personal liability of its directors for monetary damages to the Corporation and its stockholders for any breach of their fiduciary duties as directors of the Corporation, except for their liability due to (1) breach of loyalty to the Corporation, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) any transaction from which the director derived an improper personal benefit or (4) any payment of unlawful dividends or an unlawful stock repurchase or redemption. Section 145 of the Delaware General Corporation Law permits a Delaware corporation to indemnify any person who is or was a party to any actual or threatened legal action, whether criminal, civil, administrative or investigative because of his or her service as an officer, director or agent of the corporation against expenses, judgments, fines and settlement payments reasonably and actually incurred by him or her in connection with such proceeding, if he acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe was unlawful, except that, with respect to any legal action by or in the right of the corporation itself, an officer, director or agent of the corporation only is entitled to indemnification for expenses actually and reasonably incurred. Section 6.5 of the Corporation's Bylaws provides that the Corporation shall indemnify its officers, directors, employees, fiduciaries and agents (and their heirs and legal representatives) to the full extent permitted by Delaware law. ITEM 8. EXHIBITS See Exhibit Index 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; 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 periodic 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant, 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 Hartford, and State of Connecticut, on this 3rd day of May, 1999. UNITED TECHNOLOGIES CORPORATION By s/David J. FitzPatrick (David J. FitzPatrick, Senior Vice President and Chief Financial Officer) Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons in the capacities indicated on this 3rd day of May 1999. Signature Title GEORGE DAVID * Chairman, Chief Executive (George David) Officer and Director s/David J. Fitzpatrick Senior Vice President and DAVID J. FITZPATRICK Chief Financial Officer s/Jay L. Haberland JAY L. HABERLAND Vice President - Controller ANTONIA HANDLER CHAYES * Director (Antonia Handler Chayes) JEAN-PIERRE GARNIER * Director (Jean-Pierre Garnier) PEHR G. GYLLENHAMMAR * (Pehr G. Gyllenhammar) Director KARL J. KRAPEK * (Karl J. Krapek) Director CHARLES R. LEE * (Charles R. Lee) Director RICHARD D. McCORMICK * (Richard D. McCormick) Director WILLIAM J. PERRY * (William J. Perry) Director FRANK P. POPOFF * (Frank P. Popoff) Director ANDRE VILLENEUVE * (Andre Villeneuve) Director H. A. WAGNER * (H. A. Wagner) Director * By s/William H. Trachsel WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT FOR THE DIRECTORS AND OFFICERS AFTER WHOSE NAMES APPEARS AN ASTERISK EXHIBIT INDEX 5 -- Opinion of Counsel as to the legality of the securities 23(a) -- Consent of PricewaterhouseCoopers, LLP 23(b) -- The consent of counsel is contained in Exhibit 5 24 -- Powers of Attorney
Exhibit 5 May 5, 1999 The Board of Directors United Technologies Corporation One Financial Plaza Hartford, CT 06101 Re: S-8 Registration Statement for the UTC Nonemployee Director Stock Option Plan Ladies and Gentlemen: This opinion is furnished in connection with the proposed filing with the Securities and Exchange Commission on or about May 5, 1999, of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, in connection with the offering of 300,000 shares of Common Stock, par value $1 per share (the "Shares") to be issued under the Corporation's Nonemployee Director Stock Option Plan (the "Plan"). I have acted as Counsel to the Corporation in connection with certain matters relating to the Plan. I am familiar with the Corporate proceedings relating thereto and have examined such documents and considered such matters of law as I have deemed necessary in giving this opinion. It is my opinion that all Shares to be offered and sold pursuant to the Plan that will be original issue Shares have been duly authorized, and, upon issuance in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the aforementioned Registration Statement. Very truly yours, s/Richard M. Kaplan Richard M. Kaplan Associate General Counsel RMK/pr
Exhibit 24
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/Antonia Handler Chayes
Antonia Handler Chayes
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/George David
George David
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/Jean-Pierre Garnier
Jean-Pierre Garnier
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/Pehr G. Gyllenhammar
Pehr G. Gyllenhammar
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/Karl J. Krapek
Karl J. Krapek
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/Charles R. Lee
Charles R. Lee
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/Richard D. McCormick
Richard D. McCormick
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/William J. Perry
William J. Perry
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/Harold A. Wagner
Harold A. Wagner
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/Frank P. Popoff
Frank P. Popoff
Date: April 30, 1999
POWER OF ATTORNEY
The undersigned director of UNITED TECHNOLOGIES CORPORATION, a Delaware
Corporation (the "Corporation"), hereby constitutes and appoints WILLIAM H.
TRACHSEL, DAVID J. FITZPATRICK, GILLES RENAUD and JAY L. HABERLAND, and each of
them, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all registration
statements under the Securities Act of 1933, as amended, and any and all
amendments and post-effective amendments thereto, supplements to any related
prospectus and any and all instruments and documents filed as part of or in
connection with the said registration statements or amendments thereto or
supplements or amendments to any such prospectus, with respect to the offering
of the Corporation's common stock, $1.00 par value, by the Corporation:
(i) in connection with the merger of a subsidiary of the Corporation with
the Sundstrand Corporation;
(ii) in connection with the substitution of shares of the Corporation's
common stock for shares of common stock of Sundstrand Corporation
under the terms of the merger agreement with respect to the following
plans of Sundstrand: The Sundstrand Corporation Director Compensation
Plan; The Sundstrand Corporation Management Stock Performance Plan;
The Sundstrand Corporation Nonemployee Director Stock Option Plan; The
Sundstrand Corporation Stock Incentive Plan; The 1989 Restricted Stock
Plan; The Sundstrand Corporation Employee Savings and Rockford Factory
Employee Savings Plans; and
(iii)pursuant to the terms of the United Technologies Corporation
Nonemployee Director Stock Option Plan as in effect on the date hereof
and as it may be amended from time to time (the "Plan") and,
specifically, in connection with the registration of 300,000 shares of
common stock to be offered under the Plan;
and, in the case of each such registration statement, to file the same, and all
other documents in connection therewith, with the Securities and Exchange
Commission, and with any regulatory authority of any State that is responsible
for the regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could
do in person, hereby ratifying and confirming that which each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
S/Andre Villeneuve
Andre Villeneuve
Date: April 30, 1999
Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 for the United Technologies Corporation Nonemployee Director Stock Option Plan of our report dated January 21, 1999, which appears on Page 10 of the 1998 Annual Report to Shareowners of United Technologies Corporation, which is incorporated by reference in United Technologies Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page S-I of such Annual Report on Form 10- K. We also consent to the reference to us under the heading "Interests of Named Experts and Counsel" in the Form S-8. PricewaterhouseCoopers LLP Hartford, Connecticut May 5, 1999