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.
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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. 333-91736) 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
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Marshall N. Carter
* Director
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Jamie Chico Pardo
* Director
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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
/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
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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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