As filed with the Securities and Exchange Commission on April 29, 2008

Registration No. 333-148995

 

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

(State or Other Jurisdiction of
Incorporation or Organization)

22-2640650

(I.R.S. Employer Identification Number)

101 Columbia Road

Morristown, NJ 07962

 

(Address of Registrant’s Principal Executive Offices)

 

Honeywell Savings and Ownership Plan

Honeywell Puerto Rico Savings and Ownership Plan

(Full Title of the Plan)

 

Thomas F. Larkins

Vice President, Corporate Secretary and Deputy General Counsel

Honeywell International Inc.

101 Columbia Road

Morristown, New Jersey 07962

(973) 455-2000

 

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

________________

 

 


 

 

 

On February 1, 2008, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-148995) (the “Form S-8”) registering 40,000,000 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 Savings and Ownership Plan (the “Plan”).

 

We are amending the Form S-8 as the Registrant is adopting the Honeywell Puerto Rico Savings and Ownership Plan (the “Puerto Rico Plan”), effective as of May 1, 2008. This Post-Effective Amendment No. 1 to Registration Statement No. 333-148995 is being filed in order to add the Puerto Rico Plan to the previously filed Form S-8. The Shares (and indeterminate amount of plan interests) registered under the Form S-8 (as amended by this Post-Effective Amendment No.1) may also be offered and sold to participants in the Puerto Rico Plan.





















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SIGNATURES

 

The Registrant. 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. 333-148995) to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Morris, State of New Jersey, on April 29, 2008.

 

 

 

  HONEYWELL INTERNATIONAL INC.

 

By:

   /s/ Talia M. Griep                        

    Talia M. Griep
    Vice President and Controller

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-148995) has been signed by the following persons in the capacities indicated on April 29, 2008.

 

Name

Title

*

Chairman and Chief Executive Officer and Director

David M. Cote

 

(Principal Executive Officer)

/s/ David J. Anderson

Senior Vice President and Chief Financial Officer

David J. Anderson

 

(Principal Financial Officer)

/s/ Talia M. Griep

Vice President and Controller

Talia M. Griep

 

(Principal Accounting Officer)

*

Director

Gordon M. Bethune

 

 

*

Director

Jaime Chico Pardo

 

 

*

Director

D. Scott Davis

 

 

*

Director

Linnet F. Deily

 

 

*

Director

Clive R. Hollick

 

 

 

 

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Name

Title

*

Director

Michael W. Wright

 

 

*

Director

Bradley T. Sheares, Ph.D

 

 

*

Director

Eric K. Shinseki

 

 

*

Director

John R. Stafford

 

 

     

* By:   /s/ Thomas F. Larkins              

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. 333-148995) to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Morris, State of New Jersey, on the 29th day of April, 2008.

 

Honeywell Savings and Ownership Plan

Honeywell Puerto Rico Savings and Ownership Plan

 

By:    /s/ Brian Marcotte         

Brian Marcotte

Plan Administrator


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EXHIBIT INDEX

Exhibit Number Exhibit

 

4.1

Honeywell Puerto Rico Savings and Ownership Plan (filed herewith)

 

24.1

Power of Attorney of certain officers and directors of the Registrant*

 

* Previously filed as Exhibit 24.1 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission by the Registrant on February 1, 2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

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