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Section 1: 8-K (FORM 8-K)

Form 8-K

 

 

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 – October 29, 2018 (Date of First Reportable Event)

 

 

HONEYWELL INTERNATIONAL INC.

(Exact name of Registrant as specified in its Charter)

 

 

 

DELAWARE   1-8974   22-2640650

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

115 TABOR ROAD, MORRIS PLAINS, NEW JERSEY   07950
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (973) 455-2000

 

 

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))

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 8.01

Other Events.

On October 29, 2018, Honeywell International Inc. (“Honeywell”) announced that it had completed the legal and structural separation of its Homes and ADI Global Distribution business (the “Spin-Off”), now called Resideo Technologies, Inc. (“Resideo”). As a result of the Spin-Off, Honeywell’s shareowners of record as of October 16, 2018 (the “Record Date”) received one share of Resideo common stock, par value $0.001 per share, for every six shares of Honeywell common stock, par value $1.00 per share, held as of the Record Date and cash for any fractional shares of Resideo’s common stock. Honeywell distributed approximately 123 million shares of Resideo common stock in the distribution.

The Spin-Off was made without the payment of any consideration or the exchange of any shares by Honeywell’s shareowners. Ownership of Resideo’s common stock was registered in book-entry form, and each shareowner of Honeywell as of the Record Date will receive an account statement stating the number of shares of Resideo common stock credited to such shareowner’s account.


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: October 29, 2018     HONEYWELL INTERNATIONAL INC.
    By:  

/s/ Anne T. Madden

      Anne T. Madden
     

Senior Vice President, General Counsel

and Corporate Secretary

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