UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT – April 30, 2021
(Date of earliest event reported)
(Exact name of Registrant as specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
............(Address of principal executive offices)......................................................(Zip Code)
Registrant’s telephone number, including area code: (704 ) 627-6200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
* The common stock is also listed on the London Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. | ||||
On April 30, 2021, Honeywell International Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the listing of its common stock, par value $1.00 per share (the “Common Stock”), and the listings of its 1.300% Senior Notes due 2023, 0.000% Senior Notes due 2024, 2.250% Senior Notes due 2028, and 0.750% Senior Notes due 2032 (collectively, the “Notes”), from the NYSE and transfer the listings to The Nasdaq Stock Market LLC (“Nasdaq”), effective on or about May 10, 2021.
The Company expects that listing and trading of its Common Stock and Notes on the NYSE will end at market close on or about May 10, 2021, and that trading will begin on Nasdaq at market open on or about May 11, 2021.
The Common Stock and the Notes have been approved for listing on Nasdaq, where they will continue to trade under their current symbols, “HON”, “HON 23A”, “HON 24A”, “HON 28A” and “HON 32”, respectively.
The title, trading symbols, CUSIP and ISIN of the Common Stock and the Notes are as follows:
| Title of each class | Trading Symbol(s) | CUSIP | ISIN | |||||||||||||||||
| Common Stock, par value $1 per share | HON | 438516106 | US4385161066 | |||||||||||||||||
| 1.300% Senior Notes due 2023 | HON 23A | 438516BG0 | XS1366026679 | |||||||||||||||||
| 0.000% Senior Notes due 2024 | HON 24A | 438516BX3 | XS2126093744 | |||||||||||||||||
| 2.250% Senior Notes due 2028 | HON 28A | 438516BH8 | XS1366026919 | |||||||||||||||||
| 0.750% Senior Notes due 2032 | HON 32 | 438516BY1 | XS2126094049 | |||||||||||||||||
Item 7.01 | Regulation FD Disclosure | ||||
The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of its Common Stock and its Notes to Nasdaq.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
Exhibit # | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 30, 2021 | HONEYWELL INTERNATIONAL INC. | |||||||||||||||
By: /s/ Anne T. Madden | |||||||||||||||||
| Anne T. Madden | |||||||||||||||||
| Senior Vice President and General Counsel | |||||||||||||||||
EXHIBIT 99.1
| Contacts: | |||||
| Media | Investor Relations | ||||
| Nina Krauss | Mark Bendza | ||||
| (704) 627-6035 | (704) 627-6200 | ||||
| nina.krauss@honeywell.com | mark.bendza@honeywell.com | ||||
HONEYWELL ANNOUNCES TRANSFER OF STOCK EXCHANGE LISTING TO NASDAQ
•Honeywell will join a group of iconic companies on the cutting edge of technology and sustainability
•Honeywell will join the Nasdaq Composite® index upon transfer; meets the requirements to join the Nasdaq-100® index during 2021
•Common stock and all listed bonds will transfer; stock ticker symbol will remain “HON”
CHARLOTTE, N.C., April 30, 2021 -- Honeywell (NYSE: HON) announced today that it will transfer the listing of its common stock and listed bonds from the New York Stock Exchange to the Nasdaq Stock Market (“Nasdaq”). Honeywell expects to commence trading as a Nasdaq-listed company upon market open on May 11, 2021. Honeywell’s common stock will continue trading under the ticker symbol “HON” after the transfer. Honeywell’s listed bonds will also continue to trade under their current symbols.
“Honeywell is the world’s premier software-industrial company, shaping the future of technology and sustainability,” said Darius Adamczyk, Honeywell’s chairman and chief executive officer. “Nasdaq’s long tradition of listing category-defining technology companies aligns well with Honeywell’s cutting-edge technology and sustainability portfolio. We are grateful for the partnership and support that the New York Stock Exchange has provided to us over our many years with them.”
Upon transfer of the listing, Honeywell will join the Nasdaq Composite® index and will also meet the requirements to join the Nasdaq-100® index.
“Honeywell’s technologies make the world smarter, safer, and more sustainable. The company’s listing on Nasdaq will provide them access to the deepest pool of liquidity in the U.S. equity market and inclusion in our equity indexes that track the most pivotal segments of the global economy,” said Adena Friedman, president and chief executive officer of Nasdaq. “We are delighted to welcome Honeywell to our family of innovative companies.”
The affected securities and their trading symbols are as follows:
| Title of each class | Trading Symbol(s) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock, par value $1 per share* | HON | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1.300% Senior Notes due 2023 | HON 23A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 0.000% Senior Notes due 2024 | HON 24A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2.250% Senior Notes due 2028 | HON 28A | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 0.750% Senior Notes due 2032 | HON 32 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
* The common stock is also listed on the London Stock Exchange.
Honeywell (www.honeywell.com) is a Fortune 100 technology company that delivers industry specific solutions that include aerospace products and services; control technologies for buildings and industry; and performance materials globally. Our technologies help everything from aircraft, buildings, manufacturing plants, supply chains, and workers become more connected to make our world smarter, safer, and more sustainable. For more news and information on Honeywell, please visit www.honeywell.com/newsroom.
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. 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. We identify the principal risks and uncertainties that affect our performance in our Form 10-K and other filings with the Securities and Exchange Commission.