Honeywell International 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
HONEYWELL INTERNATIONAL INC.
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:
Item 1.01 Entry into a Material Definitive Agreement
On June 9, 2008, Honeywell International Inc. (Honeywell) entered into a Stock and Asset Purchase Agreement (the Agreement) with BE Aerospace, Inc. (Purchaser), pursuant to which Honeywell will sell its Consumables Solutions aerospace hardware distribution business (Business) to Purchaser for $1.05 billion. The purchase price will consist of $800 million of cash, plus an additional $250 million payable in Purchasers common stock; provided, however, that Purchaser may substitute cash to the extent that the value of six million shares of Purchasers common stock is less than $250 million. Pursuant to the Agreement, shares of Purchasers common stock will be valued based on the volume-weighted average share price during the ten consecutive trading day period ending on (and including) the date that is two trading days prior to the closing date.
The foregoing description to the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The Agreement contains customary representations and warranties, covenants and closing conditions, including the receipt of regulatory approvals.
Pursuant to the Agreement, in connection with the completion of the sale of the Business, Honeywell and Purchaser will enter into, among other things, exclusive supply and license agreements and a stockholder agreement.
On June 9, 2008, Honeywell issued a press release regarding this transaction, a copy of which is attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
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.