As
filed with the Securities and Exchange Commission on December
22, 2009
Registration
No. 333-39003
UNITED
STATES
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
INTERMEC,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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95-4647021
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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6001
36th Avenue West
Everett,
Washington
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98203-1264
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(Address
of Principal Executive Offices)
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(Zip
Code)
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INTERMEC,
INC. EMPLOYEE STOCK PURCHASE PLAN
(FORMERLY,
UNOVA, INC. EMPLOYEE STOCK PURCHASE PLAN)
(Full
title of the plan)
Janis
L. Harwell
Intermec,
Inc.
6001
36th Avenue West
Everett,
Washington 98203-1264
(Name and
address of agent for service)
(425)
348-2600
(Telephone
number, including area code, of agent for service)
Copy
to:
J.
Sue Morgan
Perkins
Coie LLP
1201
Third Avenue, 48th Floor
Seattle,
Washington 98101-3099
(206)
359-8000
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (Check
one):
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Large
accelerated filer ý
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company filer o
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(Do
not check if a smaller reporting company)
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1
EXPLANATORY
NOTE
Intermec,
Inc. (the "Registrant") is filing this post-effective amendment to deregister
certain of the securities originally registered pursuant to the Registration
Statement on Form S-8 (File No. 333-39003), filed with the Securities and
Exchange Commission on October 29, 1997 (the "Registration Statement") with
respect to 5,000,000 shares of the Registrant's common stock, par value $0.01
per share (the "Common Stock"), registered for issuance under the Registrant's
Employee Stock Purchase Plan (the "Prior ESPP").
On May
23, 2008, the Registrant's stockholders approved the Registrant's 2008 Employee
Stock Purchase Plan (the "2008 ESPP"). The 2008 ESPP became effective July
1, 2008 and as of that date the Prior ESPP expired and no additional shares will
be issued under that plan. Accordingly, the Registrant hereby deregisters
537,038 shares of the Registrant's Common Stock previously registered on the
Registration Statement that have not been and will not be issued under the Prior
ESPP.
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Item
8. Exhibits.
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Exhibit
Number
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Description
of Document
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24.1+
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Power
of Attorney (see signature page)
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+
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Filed
herewith.
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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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Everett, State of Washington, on
December 22, 2009.
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Intermec, Inc.
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By:
/s/
Robert J. Driessnack
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Name:
Robert J. Driessnack
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Title: Senior Vice
President and Chief Financial
Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Patrick J.
Byrne, Janis L. Harwell and Mary Brodd, or any of them, as his or her
attorneys-in-fact, with the power of substitution, for him or her in any and all
capacities, to sign any amendments to the Registration Statement or to this
Post-Effective Amendment No. 1 to the Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated below on December 22, 2009.
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Signature
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Title
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| /s/ Patrick J. Byrne |
Chief
Executive Officer, President and
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Patrick J.
Byrne
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Director
(Principal Executive Officer)
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| /s/ Robert J. Driessnack |
Senior
Vice President and Chief Financial Officer
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Robert
J. Driessnack
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(Principal
Financial Officer and Principal Accounting Officer)
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| /s/ Allen J. Lauer |
Director
and Chairman of the Board
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Allen
J. Lauer
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| /s/ Eric J. Draut |
Director
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Eric
J. Draut
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| /s/ Gregory K. Hinckley |
Director
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Gregory
K. Hinckley
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| /s/ Lydia H. Kennard |
Director
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Lydia
H. Kennard
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| /s/ Stephen P. Reynolds |
Director
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Stephen
P. Reynolds
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| /s/ Stephen B. Sample |
Director
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Stephen
B. Sample
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| /s/ Oren G. Shaffer |
Director
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Oren
G. Shaffer
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| /s/ Larry D. Yost |
Director
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Larry
D. Yost
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3
EXHIBIT
INDEX
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Exhibit
Number
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Description
of Document
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24.1+
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Power
of Attorney (see signature page)
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+
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Filed
herewith.
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