As filed with the Securities and Exchange Commission on December 1, 2005.
Registration No. 333-______
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
 
INGERSOLL-RAND COMPANY LIMITED
(Exact name of registrant as specified in its charter)
 
Bermuda
(State or other jurisdiction of
incorporation or organization)
75-2993910
(I.R.S. Employer
Identification Number)
_________________________
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(Address, including zip code, and telephone number, including area code, of principal executive offices)
_________________________

Ingersoll-Rand Company Employee Savings Plan
Ingersoll-Rand Company Limited Incentive Stock Plan of 1995 (as Amended)
Ingersoll-Rand Company Limited Amended and Restated Incentive Stock Plan of 1998
(Full Title of the Plans)
_________________________

Patricia Nachtigal, Esq.
Senior Vice President and General Counsel
155 Chestnut Ridge Road
Montvale, New Jersey 07645
(201) 573-0123
(Name and address, including zip code, and telephone number, including area code, of agent for service)
___________________________________
 
With a copy to:
Avrohom J. Kess, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
___________________________________
 
CALCULATION OF REGISTRATION FEE
         
Title of securities to be registered
Amount to be
registered(1)
Proposed maximum
offering price per
share(2)
Proposed maximum
aggregate offering
price(2)
Amount of 
registration fee
Class A common shares,
par value $1.00 per share
54,350,000
$39.79 
$2,162,586,500 
$231,397.76
Preference share purchase rights to purchase Series A preference shares, par value $.001 per share
54,350,000
(3)
(3)
(3)
 
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional Class A common shares which may be issued under the Ingersoll-Rand Company Employee Savings Plan (the “I-R Employee Savings Plan”), the Ingersoll-Rand Company Limited Incentive Stock Plan of 1995, as amended, and the Ingersoll-Rand Company Limited Amended and Restated Incentive Stock Plan of 1998, to prevent dilution resulting from any stock split, stock dividend or similar transaction. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the I-R Employee Savings Plan.
 
(2) Estimated pursuant to Rule 457(h) and 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices of the Class A common shares being registered hereby on the New York Stock Exchange on November 28, 2005.  
 
(3) Preference share purchase rights to purchase Series A preference shares currently are attached to and trade with the Class A common shares of the registrant. Value attributable to such rights, if any, is reflected in the market price of the Class A common shares, and such rights would, under certain circumstances, be issued for no additional consideration. Accordingly, there is no offering price for the rights and no registration fee is required.


This registration statement relates to the registration of Class A common shares, the attached preference share purchase rights to purchase Series A preference shares and an indeterminate amount of plan interests to be offered or sold under the Ingersoll-Rand Company Employee Savings Plan (the “I-R Employee Savings Plan”) of Ingersoll-Rand Company, a wholly-owned subsidiary of Ingersoll-Rand Company Limited (the “Company”). The contents of the Company’s registration statement on Form S-8 (File No. 333-42133-99), filed with the Securities and Exchange Commission (the “Commission”) on January 2, 2002, are hereby incorporated by reference pursuant to General Instruction E on Form S-8.
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1. Plan Information.
 
Not required to be filed with this registration statement.
 
Item 2. Registrant Information and Employee Plan Annual Information.
 
Not required to be filed with this registration statement.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The following documents filed with the Commission by the Company and the I-R Employee Savings Plan, as the case may be, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Act”), are hereby incorporated by reference in this registration statement:
 
(a)   
The Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
 
(b)   
The I-R Employee Savings Plan’s Annual Report on Form 11-K for the year ended December 31, 2004.
 
(c)   
The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 and the Company’s Current Reports on Form 8-K filed on January 6, 2005, February 9, 2005, February 9, 2005, May 27, 2005 and June 6, 2005.
 
(d)   
The description of the Company’s Class A common shares and preference share purchase rights to purchase Series A preference shares contained under the caption “Description of Authorized Shares of IR-Limited” set forth in Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File No. 333-71642) filed with the Commission on October 30, 2001, including all amendments and reports filed for the purpose of updating such description.
 
 

All documents that each of the Company and the I-R Employee Savings Plan subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of 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 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
 
Item 4. Description of Securities.
 
Not required to be filed with this registration statement.
 
Item 5. Interests of Named Experts and Counsel.
 
Not applicable.
 
Item 6. Indemnification of Directors and Officers. 
 
Not required to be filed with this registration statement.
 
Item 7. Exemption from Registration Claimed.
 
Not applicable.
 
Item 8. Exhibits. 
 
The following exhibits are filed as part of this registration statement:
 
Exhibit
Number
Description of Document
   
4.1
 
Memorandum of Association of Ingersoll-Rand Company Limited, incorporated by reference to Exhibit 3.1 of Amendment No. 1 of the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
 
4.2
 
Amended and Restated Bye-Laws of Ingersoll-Rand Company Limited, dated June 1, 2005, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 (File No. 333-128260), filed with the Commission on September 12, 2005.
 
4.3
 
Specimen Ingersoll-Rand Company Limited Class A Common Share certificate, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
 
4.4
 
Certificate of Designation, Preferences and Rights of Series A Preference Shares of Ingersoll-Rand Company Limited, incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
 
4.5
 
Rights Agreement between Ingersoll-Rand Company Limited and The Bank of New York, as Rights Agent, incorporated by reference to Exhibit 4.2 of Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
 
4.6
 
Voting Agreement between Ingersoll-Rand Company Limited and Ingersoll-Rand Company, incorporated by reference to Exhibit 4.3 of Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File No. 333-71642), filed with the Commission on October 30, 2001.
 
4.7*
 
Ingersoll-Rand Company Limited Incentive Stock Plan of 1995.
 
4.8
 
Reorganization Amendment to the Ingersoll-Rand Company Limited Incentive Stock Plan of 1995, dated December 21, 2001, incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.
 
4.9*
 
Ingersoll-Rand Company Limited Amended and Restated Incentive Stock Plan of 1998.
 
5.1*
 
Opinion of Conyers Dill & Pearman.
 
23.1*
Consent of PricewaterhouseCoopers LLP.
 
23.2
Consent of Conyers Dill & Pearman (contained in Exhibit 5.1).
 
__________
 
* Filed herewith.
 

All Class A common shares of the Company held in the I-R Employee Savings Plan trust as of the date hereof were acquired by the plan trustee in open market transactions. No original issuance or treasury shares have been, or are presently intended to be, issued by the Company under the I-R Employee Savings Plan. The Company intends to file a post-effective amendment with an opinion of counsel regarding the legality of the Class A common shares that may be issued to the I-R Employee Savings Plan by the Company in the event the Company elects to issue Class A common shares to the I-R Employee Savings Plan in the future.
 
The Company hereby undertakes that it has submitted or will submit the I-R Employee Savings Plan and any amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner and have made or will make all changes required by the IRS in order to qualify the I-R Employee Savings Plan under Section 401 of the Internal Revenue Code.

Item 9. Undertakings.
 
(a) 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.
 
(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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; or
 
(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 (a)(1)(i) and (a)(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 Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
 
 
(2)
That, for the purpose of determining any liability under the Securities Act, 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 hereby which remain unsold at the termination of the offering.
 
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 
 
(c) 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 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 Montvale, state of New Jersey on the 1st day of December, 2005.
 
     
  INGERSOLL-RAND COMPANY LIMITED
 
 
 
 
 
 
  By:   /s/ Patricia Nachtigal
 

Name: Patricia Nachtigal
Title:   Senior Vice President and General Counsel
   
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Herbert L. Henkel, Timothy R. McLevish and Patricia Nachtigal, and each of them, his or her true and lawful attorneys-in-fact and agents, 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, in connection with this registration statement, to sign any and all amendments or supplements to the registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant 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 to all intents and purposes as he 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 substitutes, may lawfully 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 by the following persons in the capacities indicated on the 1st day of December, 2005. 
 
Signature
 
Title
     
/s/ Herbert L. Henkel
 
Chairman, President, Chief Executive
Officer and Director
Herbert L. Henkel
 
(Principal Executive Officer)
     
     
/s/ Timothy R. McLevish
 
Senior Vice President and Chief Financial Officer
Timothy R. McLevish
 
(Principal Financial Officer)
     
     
/s/ Richard W. Randall
 
Vice President and Controller
Richard W. Randall
 
(Principal Accounting Officer)
     
     
/s/ Ann C. Berzin
 
Director
Ann C. Berzin
   
     
/s/ George W. Buckley
 
Director
George W. Buckley
   
     
/s/ Peter C. Godsoe
 
Director
Peter C. Godsoe
   
     
/s/ Constance Horner
 
Director
Constance Horner
   
     
/s/ H. William Lichtenberger
 
Director
H. William Lichtenberger
   
     
/s/ Theodore E. Martin
 
Director
Theodore E. Martin
   
     
/s/ Patricia Nachtigal
 
Director
Patricia Nachtigal
   
     
/s/ Orin R. Smith
 
Director
Orin R. Smith
   
     
/s/ Richard J. Swift
 
Director
Richard J. Swift
   
     
/s/ Tony L. White
 
Director
Tony L. White
   
     

 

 
Pursuant to the requirements of the Securities Act of 1933, the trustee has (or other persons who administer the employee benefit plan have) duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Montvale, state of New Jersey on December 1, 2005. 
 
     
 
INGERSOLL-RAND COMPANY EMPLOYEE
SAVINGS PLAN
 
 
 
By: 

Ingersoll-Rand Company, Plan Administrator
 
 
 
  By:   /s/  Patricia Nachtigal
 

Name:  Patricia Nachtigal
Title:    Senior Vice President and General Counsel