SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

EMS TECHNOLOGIES, INC.

(Name of Subject Company)

EGRET ACQUISITION CORP.

(Offeror)

a wholly-owned subsidiary of

HONEYWELL INTERNATIONAL INC.

(Parent of Offeror)

Common Stock, $0.10 Par Value Per Share,

including associated common stock purchase rights

(Title of Class of Securities)

26873N108

(CUSIP Number of Class of Securities)

Thomas F. Larkins

Egret Acquisition Corp.

c/o Honeywell International Inc.

Vice President, Deputy General Counsel and Corporate Secretary

Honeywell International Inc.

101 Columbia Road

P.O. Box 4000

Morristown, NJ 07962-2497

(973) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

David Robbins

Bingham McCutchen LLP

Suite 4400

355 South Grand Avenue

Los Angeles, CA 90071-3106

(213) 680-6400

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$549,974,535	$63,853

(1)	Estimated for purposes of calculating the filing fee only and based on share figures as of June 22, 2011. This amount is determined by multiplying 16,665,895 shares of EMS Technologies, Inc. common stock (which includes shares of common stock issued and outstanding, restricted stock and outstanding options with an exercise price of less than $33.00 per share, but excluding treasury shares) by $33.00 per share, which is the offer price.
(2)	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #5 for fiscal year 2011, issued December 22, 2010. The fee is $116.10 per $1,000,000 and is calculated by multiplying the transaction value by .0001161.
x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Amount Previously Paid: 63,853	Filing Party: Egret Acquisition Corp.
Form of Registration No.: Schedule TO	Date Filed: June 27, 2011

Check the appropriate boxes below to designate any transactions to which the statement relates:

x Third-party offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transactions subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

          This Amendment No. 4 (this “Amendment”) to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed by Egret Acquisition Corp., a Georgia corporation (“Purchaser”), with the Securities and Exchange Commission (“SEC”) on June 27, 2011, as amended by Amendment No. 1 filed July 8, 2011, Amendment No. 2 filed July 13, 2011 and Amendment No. 3 filed July 21, 2011 (which, together with any amendments and supplements hereto, collectively constitute the “Schedule TO”) relating to the tender offer by Purchaser, a wholly-owned subsidiary of Honeywell International Inc., a Delaware corporation (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.10 per share (“EMS Common Stock”), of EMS Technologies, Inc., a Georgia corporation (“EMS”), including the associated common stock purchase rights (collectively, the “Shares”), at a purchase price of $33.00 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 27, 2011 (which, together with the amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal,” which, together with the Offer to Purchase, constitute the “Offer”), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO filed with the SEC on June 27, 2011.

          The information in the Offer to Purchase and the Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Items 1 and 4.

          The Offer to Purchase and Items 1 and 4 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraphs to “Summary Term Sheet” and Section 1—“The Tender Offer—Terms of the Offer” of the Offer to Purchase:

          “On July 26, 2011, Parent announced that Purchaser had extended the Offer, upon the terms and conditions set forth in the Offer to Purchase, until 5:30 p.m., New York City time, on August 19, 2011. Parent, Purchaser and EMS have mutually agreed to this extension of the Offer. The Offer, which had been previously scheduled to expire at 12:00 midnight, New York City time, on July 25, 2011, was extended to allow additional time to obtain necessary antitrust approvals and approvals of the Federal Communications Commission. The Offer may be further extended as described in the Offer to Purchase.

          The Depositary has advised Parent that, as of 6:00 p.m., New York City time, on July 25, 2011, an aggregate of 13,593,226 Shares, or approximately 87.4% of the outstanding Shares (or approximately 81.6% calculated on a fully diluted basis), have been validly tendered into, and not withdrawn from, the Offer, including 1,390,810 Shares tendered through notices of guaranteed delivery.

          On July 26, 2011, Parent issued a press release announcing, among other things, the extension of the Offer. The full text of the press release issued by Parent is set forth as Exhibit (a)(1)(I) hereto and is incorporated by reference herein.”

Item 12.

          Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(1)(I)	Press release issued by Honeywell International Inc., dated July 26, 2011, announcing the extension of the Offer

SIGNATURE

          After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Egret Acquisition Corp.
By:	/S/ Thomas F. Larkins
Name:	Thomas F. Larkins
Title:	Secretary
Dated: July 26, 2011
Honeywell International Inc.
By:	/S/ Anne T. Madden
Name:	Anne T. Madden
Title:	Vice President, Corporate Development and Global Head M&A
Dated: July 26, 2011

Exhibit Index

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated June 27, 2011*
(a)(1)(B)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9)*
(a)(1)(C)	Form of Notice of Guaranteed Delivery*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, Custodians and Other Nominees*
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies, Custodians and Other Nominees*
(a)(1)(F)	Summary Advertisement as published in the Wall Street Journal on June 27, 2011*
(a)(1)(G)	Press Release issued by Honeywell International Inc., dated June 27, 2011, announcing the commencement of the Offer*
(a)(1)(H)	Complaint filed July 8, 2011, in the Superior Court of Fulton County of the State of Georgia, captioned Shaev v. EMS Technologies, Inc., et al. (Civil Action No. 2011CV203036) (incorporated by reference to Exhibit (a)(18) to Amendment No. 3 to Schedule 14D-9 filed by EMS Technologies, Inc. with the Securities and Exchange Commission on July 13, 2011)*
(a)(1)(I)	Press release issued by Honeywell International Inc., dated July 26, 2011, announcing the extension of the Offer**
(d)(1)	Agreement and Plan of Merger, dated as of June 13, 2011, among EMS Technologies, Inc., Egret Acquisition Corp., and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by EMS Technologies, Inc. with the Securities and Exchange Commission on June 13, 2011)*

*Previously filed.

**Filed herewith.

EX-99.(A)(1)(I)

Exhibit (a)(1)(I)

News Release

Contacts:
Media	Investor Relations
Robert C. Ferris	Elena Doom
(973) 455-3388	(973) 455-2222
rob.ferris@honeywell.com	elena.doom@honeywell.com

HONEYWELL EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF EMS TECHNOLOGIES, INC.

MORRIS TOWNSHIP, N.J. - July 26, 2011 - Honeywell (NYSE: HON) today announced that its wholly-owned subsidiary, Egret Acquisition Corp., is extending until 5:30 p.m., New York City time, on August 19, 2011, its previously-announced cash tender offer for all of the outstanding shares of common stock of EMS Technologies, Inc. (NASDAQ: ELMG), including the associated common stock purchase rights, at a price of $33.00 per share, without interest and net of applicable withholding taxes.

The tender offer is subject to the satisfaction of conditions, including the receipt of antitrust and Federal Communications Commission approvals.

The Depositary for the tender offer has advised Honeywell that as of 6:00 p.m., New York City time, on July 25, 2011, stockholders of EMS had validly tendered and not withdrawn 13,593,226 shares of EMS common stock, including 1,390,810 shares tendered through notices of guaranteed delivery. The shares tendered represent approximately 87.4% of the outstanding shares of EMS (or approximately 81.6% calculated on a fully diluted basis). The tender offer was previously set to expire on July 25, 2011, and may be further extended as described in the Offer to Purchase with respect to the tender offer.

IMPORTANT NOTICE: This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of EMS Technologies, Inc. (EMS). The tender offer is being made pursuant to a tender offer statement as amended and related materials (including the Offer to Purchase and the Letter of Transmittal). EMS STOCKHOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT ON SCHEDULE TO AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL), AS AMENDED, AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS AMENDED, REGARDING THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The tender offer statement on Schedule TO and related materials, including the Offer to Purchase and Letter of Transmittal, have been filed by Honeywell and Egret Acquisition Corp. with the SEC and mailed to EMS stockholders. The solicitation/recommendation statement on Schedule 14D-9 has been filed by EMS Technologies, Inc. with the SEC and mailed to EMS stockholders. Investors and security holders may obtain these statements and other documents at no charge from the SEC through its website at www.sec.gov. Free copies of the tender offer statement and related materials may also be

-MORE-

Honeywell Extends Tender Offer For EMS Technologies - 2

obtained by directing a request to D.F. King & Co., Inc., 48 Wall Street, 22^nd Floor New York, NY 10005 or by calling toll-free (800) 290-6429.

Honeywell (www.honeywell.com) is a Fortune 100 diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes, and industry; automotive products; turbochargers; and specialty materials. Based in Morris Township, N.J., Honeywell’s shares are traded on the New York, London, and Chicago Stock Exchanges. For more news and information on Honeywell, please visit www.honeywellnow.com.

This release contains certain statements that may be deemed “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current economic and industry conditions, expected future developments and other factors they believe to be appropriate. The forward-looking statements included in this release are also subject to a number of material risks and uncertainties, including but not limited to economic, competitive, governmental, and technological factors affecting our operations, markets, products, services and prices. Other risks and uncertainties relating to the tender offer and acquisition of EMS include the satisfaction of closing conditions for the acquisition, including the tender of the requisite number of the outstanding shares of EMS common stock, the possibility that the acquisition will not be completed, or if it is completed that it will not close within the anticipated time period, or that any anticipated benefits of the acquisition to Honeywell will not be realized. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements.

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