-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Agf/WS6xM9LMxlPuhknGi6+x1gXZNf0+DN5Hk0NxXcXGwPL5IX8bGUIHFOsdDjLt 9VcPpiVvGPByYc4Eais1lw== 0000950117-04-003941.txt : 20041112 0000950117-04-003941.hdr.sgml : 20041111 20041112152155 ACCESSION NUMBER: 0000950117-04-003941 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 EFFECTIVENESS DATE: 20041112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HONEYWELL INTERNATIONAL INC CENTRAL INDEX KEY: 0000773840 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 222640650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-91736 FILM NUMBER: 041138825 BUSINESS ADDRESS: STREET 1: 101 COLUMBIA RD STREET 2: PO BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 BUSINESS PHONE: 9734552000 MAIL ADDRESS: STREET 1: 101 COLUMBIA RD P O BOX 4000 STREET 2: 101 COLUMBIA RD P O BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 FORMER COMPANY: FORMER CONFORMED NAME: ALLIEDSIGNAL INC DATE OF NAME CHANGE: 19940929 S-8 POS 1 a38737.txt HONEYWELL INTERNATIONAL INC. As filed with the Securities and Exchange Commission on November 12, 2004 Registration No. 333-91736 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT No. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- Honeywell International Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 22-2640650 (State or Other Jurisdiction of (I.R.S. Employer Identification Incorporation or Organization) Number) P.O. Box 4000 Morristown, NJ 07962-2497 (Address of Registrant's Principal Executive Offices) ---------------------- Honeywell Truck Brake Systems Company Savings Plan (Full Title of the Plan) ---------------------- Thomas F. Larkins Vice President, Corporate Secretary and Deputy General Counsel Honeywell International Inc. 101 Columbia Road Morris Township, New Jersey 07962-2497 (973) 455-2000 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) ---------------------- ================================================================================ On July 1, 2002, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement 333-91736) (the "Form S-8") registering 130,000 shares of the Registrant's common stock, par value $1.00 per share (the "Shares"), as well as plan interests, to be issued to participants under the Honeywell Truck Brake Systems Company Savings Plan (the "Plan"). We are deregistering the Shares, and the plan interests, because on March 28, 2002, the Registrant sold its interest in Honeywell Commercial Vehicle Systems to Knorr-Bremse AG. As a result of the sale, shares of the Registrant and plan interests ceased to be offered and sold pursuant to the Plan. As of December 31, 2002, the Registrant estimates that approximately 28,076 of the Shares registered in connection with the Plan were remaining unsold. This Post-Effective Amendment No. 1 to Registration Statement No. 333-91736 is being filed in order to deregister all Shares and the plan interests that were registered under the Form S-8 and remain unsold under the Plan. No plan interests for the Plan nor rights to acquire common stock of the Registrant pursuant to the Plan are outstanding as of the date hereof. 2 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-91736) to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Morris, State of New Jersey, on November 9, 2004. HONEYWELL INTERNATIONAL INC. By: /s/ David J. Anderson ---------------------- Name: David J. Anderson Title: Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-91736) has been signed by the following persons in the capacities and on the 9th of November, 2004. Name Title ---- ----- * Chairman and Chief Executive Officer and - ---------------------------------- Director David M. Cote (Principal Executive Officer) * Director - ---------------------------------- Hans W. Becherer * Director - ---------------------------------- Gordon M. Bethune * Director - ---------------------------------- Marshall N. Carter * Director - ---------------------------------- Jamie Chico Pardo * Director - ---------------------------------- Clive R. Hollick * Director - ---------------------------------- James J. Howard * Director - ---------------------------------- Bruce Karatz * Director - ---------------------------------- Russell E. Palmer 3 Name Title ---- ----- * Director - ---------------------------------- Ivan G. Seidenberg * Director - ---------------------------------- Bradley T. Sheares * Director - ---------------------------------- Eric K. Shinseki * Director - ---------------------------------- John R. Stafford * Director - ---------------------------------- Michael W. Wright /s/ David J. Anderson Senior Vice President and Chief Financial - --------------------- Officer David J. Anderson (Principal Financial Officer) /s/ Thomas A. Szlosek Vice President and Controller - --------------------- (Principal Accounting Officer) Thomas A. Szlosek * By: /s/ Thomas F. Larkins --------------------- Thomas F. Larkins, Attorney-in-Fact The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustee of the Plan has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (No. 333-91736) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elyria, State of Ohio on the 14th day of October, 2004. Bendix Commercial Vehicle Systems LLC Savings Plan By: /s/ John Bielinski ------------------ Name: John Bielinski Title: Manger, Compensation, Benefits, HRIS 4 EXHIBIT INDEX Exhibit Number Exhibit - -------------- ------- 24.1 Power of Attorney of certain officers and directors of the Registrant* 24.2 Power of Attorney for Bradley T. Sheares * Previously filed as Exhibit 24 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 4, 2004 (File No. 001-08974). 5 EX-24 2 ex24-2.txt EXHIBIT 24.2 Exhibit 24.2 POWER OF ATTORNEY ----------------- I, Bradley T. Sheares, a director of Honeywell International Inc. (the "Company"), a Delaware corporation, hereby appoint David M. Cote, Peter M. Kreindler, David J. Anderson, Thomas F. Larkins and John J. Tus, each with power to act without the other and with power of substitution and resubstitution, as my attorney-in-fact and agent for me and in my name, place and stead in any and all capacities, (i) to sign the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 2003, (ii) to sign any amendment to the Annual Report referred to in (i) above, and (iii) to file the documents described in (i) and (ii) above and all exhibits thereto and any and all other documents in connection therewith, granting unto each said attorney and agent full power and authority to do and perform every act and thing requisite, necessary or desirable to be done in connection therewith, as fully to all intents and purposes as I 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 substitutes or substitute, may lawfully do or cause to be done by virtue hereof. I hereby grant to each such attorney full power and authority to perform every act necessary to be done as fully as I might do in person. /s/ Bradley T. Sheares - ---------------------- Bradley T. Sheares Dated: October 1, 2004 POWER OF ATTORNEY ----------------- I, Bradley T. Sheares, a director of Honeywell International Inc. (the "Company"), a Delaware corporation, hereby appoint David M. Cote, Peter M. Kreindler, David J. Anderson, Thomas F. Larkins and John J. Tus, each with power to act without the other and with power of substitution and resubstitution, as my attorney-in-fact to sign on my behalf in my capacity as a director of the Company one or more registration statements under the Securities Act of 1933, or any amendment or post-effective amendment to any registration statement heretofore or hereafter filed by the Company: (a) on Form S-8 or other appropriate form for the registration of shares of the Company's Common Stock (or participations where appropriate) to be offered under the savings, stock or other benefit plans of the Company, its affiliates or any predecessor thereof, including the Honeywell Savings and Ownership Plan I, Honeywell Savings and Ownership Plan II, the Data Instrument Inc. Employee Stock Ownership Plan, the Honeywell Supplemental Savings Plan, the Honeywell Executive Supplemental Savings Plan, the UK Share Purchase Plan of the Company, the Ireland Employees Share Ownership program of the Company, the Employee Stock Purchase Plan of the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993 Honeywell Stock Plan for Employees of the Company and its Affiliates, the 2003 Stock Incentive Plan of Honeywell International Inc., and any plan which is a successor to such plans or is a validly authorized plan pursuant to which securities of the Corporation are issued to employees, and (b) on Form S-3 or other appropriate form for the registration of shares of the Company's Common Stock to be offered under the Dividend Reinvestment and Share Purchase Plan of the Company and any plan which is a successor to such plan. I hereby grant to each such attorney full power and authority to perform every act necessary to be done as fully as I might do in person. /s/ Bradley T. Sheares - ---------------------- Bradley T. Sheares Dated: October 1, 2004 POWER OF ATTORNEY ----------------- I, Bradley T. Sheares, a director of Honeywell International Inc. (the "Company"), a Delaware corporation, hereby appoint David M. Cote, Peter M. Kreindler, David J. Anderson, Thomas F. Larkins and John J. Tus, each with power to act without the other and with power of substitution and resubstitution, as my attorney-in-fact to sign on my behalf in my capacity as a director of the Company one or more registration statements under the Securities Act of 1933, or any amendment or post-effective amendment to any registration statement heretofore or hereafter filed by the Company on Form S-3 or other appropriate form for the registration of: (i) debt securities of the Company (which may be convertible into or exchangeable for or accompanied by warrants to purchase debt or equity securities of the Company, it subsidiaries, joint ventures or affiliates or another person or entity, provided the number of shares of the Company's Common Stock into or for which such debt securities may be converted or exchanged or which may be issued upon exercise of such warrants shall not exceed 25,000,000, as adjusted for stock splits and dividends) with aggregate proceeds not to exceed $3 billion (or the equivalent thereof in any foreign currency), including any accompanying warrants and any guarantees by the Company of such debt securities of its subsidiaries, joint ventures or affiliates; (ii) preferred stock of the Company (which may be convertible into or redeemable or exchangeable for Common Stock or other securities or property of the Company) with proceeds not to exceed $500 million; (iii) debt securities, Common Stock or preferred stock of the Company or warrants to purchase such securities to be issued in exchange for debt or equity securities of the Company, its subsidiaries, joint ventures or affiliates with an aggregate principal amount, liquidation, preference or value not to exceed $815,740,000; (iv) any securities into or for which any of the securities specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which may be issued upon exercise thereof; and (v) shares of Common Stock of the Company sold or otherwise disposed of to carry out transactions (a) which have been specifically authorized by the Board of Directors, and any warrants to purchase such shares, or (b) not requiring specific authorization by the Board of Directors (not to exceed in any one transaction the lesser of (1) two percent of the Common Stock of the Company issued and outstanding at the end of the preceding fiscal year, as adjusted for stock splits and stock dividends, or (2) shares having a market value of $200,000,000), and any warrants to purchase such shares. I hereby grant to each such attorney full power and authority to perform every act necessary to be done as fully as I might do in person. /s/ Bradley T. Sheares - ---------------------- Bradley T. Sheares Dated: October 1, 2004 -----END PRIVACY-ENHANCED MESSAGE-----