As filed with the Securities and Exchange Commission on December 2, 2004
Registration No. 333-34764
================================================================================
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
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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 Number)
Incorporation or Organization)
P.O. Box 4000
Morristown, NJ 07962-2497
(Address of Registrant's Principal Executive Offices)
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Vericor Power Systems 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)
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================================================================================
On April 14, 2000, the Registrant filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration Statement
333-34764) (the "Form S-8") registering 80,000 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 Vericor Power Systems Savings Plan (the
"Plan").
We are deregistering the Shares, and the plan interests, because on July 1,
2002, the Registrant sold its interest in Vericor Power Systems to MTU Aero
Engines. 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 54,637 of the Shares registered in
connection with the Plan were remaining unsold. This Post-Effective Amendment
No. 1 to Registration Statement No. 333-34764 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.
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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. 333-34764) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Morris, State of New Jersey, on
November 30, 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.
333-34764) has been signed by the following persons in the capacities and on the
30th 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
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Name Title
---- -----
*
-------------------------------------------- Director
Ivan G. Seidenberg
*
-------------------------------------------- Director
Bradley T. Sheares
*
-------------------------------------------- Director
Eric K. Shinseki
*
-------------------------------------------- Director
John R. Stafford
*
-------------------------------------------- Director
Michael W. Wright
Senior Vice President and Chief Financial
/s/ David J. Anderson Officer
--------------------- (Principal Financial Officer)
David J. Anderson
/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 has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (No. 333-34764) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Alpharetta, State of
Georgia, on the 21st day of October, 2004.
Vericor Power Systems Savings Plan
By: /s/ Thomas E. Bray
------------------
Name: Thomas E. Bray
Title: President and CEO
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EXHIBIT INDEX
Exhibit Number Exhibit
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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).
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