As filed with the Securities and Exchange Commission on June 29, 2004
Registration No. 333-57866
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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)
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Data Instruments, Inc. Employee Stock Ownership Plan and Trust
(Full Title of the Plan)
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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 March 29, 2001, the Registrant filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration Statement
333-57866) (the "Form S-8") registering 22,000 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 Data Instruments, Inc. Employee Stock
Ownership Plan and Trust (the "Plan").
We are deregistering the Shares, and the plan interests, because on June 3,
2003, the Plan was merged into the Honeywell Savings and Ownership Plan I
(Registration Statement No. 333-57870). As of the date of the merger, the
Registrant estimates that approximately 5,355 of the Shares registered in
connection with the Plan were remaining unsold. This Post-Effective Amendment
No. 1 to Registration Statement No. 333-57866 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. 333-57866) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Morris, State of New Jersey, on
June 28, 2004.
HONEYWELL INTERNATIONAL INC.
By: /s/ David J. Anderson
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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.
333-57866) has been signed by the following persons in the capacities and on the
28th of June, 2004.
Name Title
---- -----
* Chairman and Chief Executive Officer and
--------------------------- Director
David M. Cote (Principal Executive Officer)
* Director
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Hans W. Becherer
* Director
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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
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James J. Howard
* Director
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Bruce Karatz
* Director
--------------------------
Russell E. Palmer
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Name Title
---- -----
* Director
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Ivan G. Seidenberg
* Director
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Eric K. Shinseki
* Director
--------------------------
John R. Stafford
* Director
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Michael W. Wright
Senior Vice President and Chief
/s/ David J. Anderson Financial Officer
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David J. Anderson (Principal Financial Officer)
/s/ Thomas A. Szlosek Vice President and Controller
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Thomas A. Szlosek (Principal Accounting Officer)
* By: /s/ Thomas F. Larkins
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Thomas F. Larkins,
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
administrator has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (No. 333-57866) to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of Morris, State of
New Jersey, on the 28th day of June, 2004.
Honeywell Savings and Ownership Plan I,
as successor to the Data Instruments, Inc.
Employee Stock Ownership Plan and Trust
By: /s/ Thomas W. Weidenkopf
--------------------------
Name: Thomas W. Weidenkopf
Title: Senior Vice President Human Resources and
Communications
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EXHIBIT INDEX
Exhibit Number Exhibit
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24 Power of Attorney of certain officers and directors of
the Registrant*
* 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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