Edgar Filing: ITT CORP

As filed with the Securities and Exchange Commission on May 15, 2008
Registration No. 333-
--------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ITT CORPORATION
(Exact name of registrant as specified in its charter)

Indiana 13-5158950
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)

4 West Red Oak Lane, White Plains, NY 10604
(Address of principal executive offices) (Zip Code)

Amended And Restated ITT Corporation 2003 Equity Incentive Plan
(Full title of the plan)

Kathleen S. Stolar, Esq.
Vice President, Secretary and Associate General Counsel
ITT Corporation
4 West Red Oak Lane
White Plains, NY 10604
(914) 641-2000
(Name, address and telephone number, including area code, of agent for service)

Copies to:
Sheri E. Bloomberg, Esq
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019
(212) 259-8000

Indicate by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.

Large accelerated filer |X| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |_|
(Do not check if a smaller
reporting company)

CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities offering price aggregate Amount of
to be registered Amount to be per offering registration
registered (1) share (2) price (2) fee (3)
------------------------------------------------------------------------------------------------------

Common stock ($1 par value 3,200,000 $64.865 $207,568,000 $8,157.42
per share) shares
------------------------------------------------------------------------------------------------------

Notes:
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 9, 2008.
3. The ITT Corporation Amended and Restated 2003 Equity Incentive Plan (the
"Plan") authorizes the issuance of the 1,783,164 shares of common stock of ITT
Corporation ("ITT") previously registered for offer under ITT's 2003 Equity
Incentive Plan (the "Original Plan") that were not issued under the Original
Plan and that may be offered under the Plan (the "Carried Forward Shares"). The
Carried Forward Shares were registered on a Registration Statement on Form S-8
filed on May 13, 2003 (File No. 333-105203), and ITT paid the required
registration fee. In accordance with Instruction E to the General Instructions
to Form S-8 and Interpretation 89 under Section G, "Securities Act Forms" of the
Manual of Publicly Available Telephone Interpretations of the Division of
Corporations Finance and other guidance promulgated by the Securities and
Exchange Commission, ITT has carried forward the registration fee for the
Carried Forward Shares.

EXPLANATORY STATEMENT PURSUANT TO GENERAL
INSTRUCTION E TO FORM S-8

In accordance with the principles set forth in Instruction E to Form S-8
and Interpretation 89 under Section G, "Securities Act Forms" of the Manual of
Publicly Available Telephone Interpretations of the Division of Corporations
Finance and the Securities and Exchange Commission (as supplemented), ITT
Corporation is hereby filing a new registration statement on Form S-8 to reflect
that (i) pursuant to the ITT Corporation Amended and Restated 2003 Equity
Incentive Plan, ITT is registering 3,200,000 shares of its common stock, par
value $1 per share; (ii) up to 1,783,164 shares of ITT's common stock, par value
$1 per share, previously registered pursuant to the Registration Statement on
Form S-8 filed on May 13, 2003 (File No. 333-105203) for the 2003 Equity
Incentive Plan, are being carried forward to this registration statement for
issuance under the ITT Amended and Restated 2003 Equity Incentive Plan; (iii)
the registration fees allocable to the previously registered shares and
previously paid by ITT pursuant to the 2003 Equity Incentive Plan are being
carried forward to this registration statement.
The ITT Corporation Amended and Restated 2003 Equity Incentive Plan was
adopted by ITT's Board of Directors on February 15, 2008, subject to shareholder
approval, and was approved by ITT's shareholders at its annual meeting of
shareholders held on May 13, 2008.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended, which we refer to as the Securities Act. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. ITT shall maintain a file of such documents in
accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon
request, ITT shall furnish to the Securities and Exchange Commission or its
staff a copy of any or all of the documents included in the file.

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, 2007;

2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2008;

3. Current Report on Form 8-K filed on May 14, 2008;

4. Description of our common stock contained in the registration
statement on Form 8-A/A, filed on May 15, 2008 and any amendments
thereto; and

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 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 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 Restated
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

II-1

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
----------- -----------

4(a)* ITT Corporation's Restated Articles of Incorporation, effective
as of May 14, 2008, Incorporated by reference to Exhibit 3.1 of
Item No. 9.01 to ITT Corporation's Form 8-K, dated May 14, 2008
(CIK No. 216228, File No. 1-5672).

4(c)* ITT Corporation's By-laws, as amended May 13, 2008, Incorporated
by reference to Exhibit 3.2 of Item No. 9.01 to ITT Corporation's
Form 8-K, dated May 14, 2008 (CIK No. 216228, File No. 1-5672).

5 Opinion of Baker & Daniels LLP, counsel to the Company.
23(a) Consent of Deloitte & Touche LLP.

23(c) Consent of Baker & Daniels LLP (included in its opinion filed as
Exhibit 5).

24 Power of Attorney (included on the signature page hereof).

________________
*Previously filed and incorporated herein by reference.

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

II-2

(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.

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.

II-3

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

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 15th day
of May, 2008.

ITT CORPORATION.

By: /s/ Vincent A. Maffeo
----------------------
Name: Vincent A. Maffeo
Title: Senior Vice President and General
Counsel

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.

II-4

Signature Title Date
--------- ----- ----

/s/ Steven R. Loranger Chairman, President and Chief May 15, 2008
-----------------------
Steven R. Loranger (Principal Executive Officer and Director
Executive Officer)

/s/ Denise L. Ramos Senior Vice President and Chief May 15, 2008
--------------------
Denise L. Ramos (Principal Financial Officer
Financial Officer)

/s/ Janice M. Klettner Vice President and Chief May 15, 2008
-----------------------
Janice M. Klettner (Principal Accounting Officer
Accounting Officer)

/s/ Curtis J. Crawford Director May 15, 2008
-----------------------
Curtis J. Crawford

/s/ Christina A. Gold Director May 15, 2008
----------------------
Christina A. Gold

/s/ Ralph H. Hake Director May 15, 2008
------------------
Ralph H. Hake

/s /John J. Hamre Director May 15, 2008
------------------
John J. Hamre

/s/ Frank T. MacInnis Director May 15, 2008
----------------------
Frank T. MacInnis

II-5

Signature Title Date
--------- ----- ----

/s/ Surya N. Mohapatra Director May 15, 2008
-----------------------
Surya N. Mohapatra

/s/ Linda S. Sanford Director May 15, 2008
---------------------
Linda S. Sanford

/s/ Markos I. Tambakeras Director May 15, 2008
-------------------------
Markos I. Tambakeras

II-6

EXHIBIT INDEX
-------------

Exhibit No. Description
----------- -----------

5 Opinion of Baker & Daniels LLP, counsel to the Company

23(a) Consent of Deloitte & Touche LLP.

23(c) Consent of Baker & Daniels LLP (included in his opinion filed as
Exhibit 5).

24 Power of Attorney (included on the signature page hereof).

________________
*Previously filed and incorporated herein by reference.