sv8pos
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As filed with the Securities and Exchange Commission on June 4, 2008
     Registration No. 333-91956
 
 
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)
     
Delaware
(State or other jurisdiction of incorporation or organization)
  95-4647021
(I.R.S. Employer Identification Number)
     
6001 36th Avenue West
Everett, Washington

(Address of Principal Executive Offices)
   
98203-1264
(Zip Code)
INTERMEC, INC. 2002 DIRECTOR STOCK OPTION AND FEE PLAN
(FORMERLY, UNOVA, INC. 2002 DIRECTOR STOCK OPTION AND FEE 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):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
    (Do not check if a smaller reporting company)
 
 
 

 


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Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX


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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
     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. 333-91956), filed with the Securities and Exchange Commission on July 3, 2002 (the “Registration Statement”) with respect to 745,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), registered for issuance under the Registrant’s 2002 Director Stock Option and Fee Plan (the “2002 Plan”).
     On May 23, 2008, the Registrant’s stockholders approved the Registrant’s 2008 Omnibus Incentive Plan (the “2008 Plan”) and, in connection therewith, no further awards will be made under the 2002 Plan. The maximum number of shares of Common Stock reserved for issuance under the 2008 Plan includes shares available for issuance but not issued or subject to outstanding awards under the 2002 Plan as of May 23, 2008 (plus shares subject to awards under the 2002 Plan as of May 23, 2008 that subsequently cease to be subject to such awards, such as by expiration, cancellation or forfeiture of the awards). As of May 23, 2008, 85,012 shares remained available for issuance under the 2002 Plan that were not subject to outstanding awards under that plan. Accordingly, the Registrant hereby deregisters those 85,012 shares that have not been and will not be issued under the 2002 Plan, but which will instead be available for issuance under the 2008 Plan (the “Carryover Shares”). As of May 29, 2008, an aggregate of 533,488 shares remain subject to outstanding awards previously granted under the 2002 Plan. The Registration Statement will remain in effect to cover the potential issuances of shares pursuant to the terms of those outstanding awards. If any shares subject to those outstanding awards under the 2002 Plan subsequently become available for issuance under the 2008 Plan as a result of the forfeiture, cancellation or termination of such awards, the shares subject to such awards will become available for issuance under the 2008 Plan. One or more future post-effective amendments to the Registration Statement will be filed to deregister such shares under the Registration Statement.
     Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statement, the Registrant is filing a Registration Statement on Form S-8 with the Securities and Exchange Commission to register, among other shares, the Carryover Shares authorized for issuance pursuant to the 2008 Plan.
Item 8. Exhibits.
     
Exhibit    
Number   Description of Document
24.1+
  Power of Attorney (see signature page)
 
+   Filed herewith.

 


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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Everett, State of Washington, on June 4, 2008.
         
  INTERMEC, INC.
 
 
  By:   /s/ Patrick J. Byrne    
    Name:   Patrick J. Byrne   
    Title:   Chief Executive Officer and President   
 
POWER OF ATTORNEY
     Each person whose signature appears below constitutes and appoints Patrick J. Byrne, Lanny H. Michael, 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 June 4, 2008.
     
Signature   Title
 
   
/s/ Patrick J. Byrne
 
Patrick J. Byrne
  Chief Executive Officer, President and Director
(Principal Executive Officer)
 
   
/s/ Lanny H. Michael
 
Lanny H. Michael
  Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 
   
/s/ Fredric B. Anderson
 
Fredric B. Anderson
  Vice President, Corporate Controller
(Principal Accounting Officer)
 
   
/s/ Allen J. Lauer
 
Allen J. Lauer
  Director and Chairman of the Board 
 
   
/s/ Gregory K. Hinckley
 
Gregory K. Hinckley
  Director 
 
   
/s/ Lydia H. Kennard
 
Lydia H. Kennard
  Director 
 
   
/s/ Stephen P. Reynolds
 
Stephen P. Reynolds
  Director 
 
   
/s/ Stephen B. Sample
 
Stephen B. Sample
  Director 
 
   
/s/ Oren G. Shaffer
 
Oren G. Shaffer
  Director 
 
   
/s/ Larry D. Yost
 
Larry D. Yost
  Director 

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EXHIBIT INDEX
     
Exhibit    
Number   Description of Document
24.1+
  Power of Attorney (see signature page)
 
+   Filed herewith.