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 ----------------- 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) ----------------- 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) ----------------- ================================================================================
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. 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. 333-34764) 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 3
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 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
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