UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

 

Commission file number  001-13279

 

Intermec, Inc.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  (425) 265-2400

Securities registered pursuant to Section 12(b) of the Act:

 

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý   No  o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes  o   No  ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý   No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o   No  ý

As of July 1, 2005, which was the last business day of the registrant’s most recent second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1.6 billion, based on the closing sale price as reported on the New York Stock Exchange.

On February 28, 2006, there were 62,985,306 shares of Common Stock outstanding, exclusive of treasury shares.

 

Documents Incorporated by Reference

Certain information required to be reported in Part III of this Annual report on From 10-K is herein incorporated by reference from the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission with respect to the registrant’s Annual Meeting of Shareholders scheduled to be held on May 17, 2006.

 

 

INTERMEC, INC.

 

INDEX TO

AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K

 

Explanatory Note
PART IV
Item 15:	Exhibits and Financial Statement Schedules.
	Signatures

 

 

Amendment No. 1 to the Annual Report on Form 10-K

For the Year Ended December 31, 2005

 

EXPLANATORY NOTE

 

Intermec, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, which was originally filed on March 16, 2006 (the “Original Filing”), to amend and restate in its entirety Exhibit 10.3 2002 Director Stock Option and Fee Plan, As Amended Effective January 1, 2006 (the “Plan”). The Original Filing inadvertently attached a superceded version of the Plan.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment amends and restates in its entirety Exhibit 10.3 of the Original Filing and contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. This Amendment contains only the sections of and exhibits to the Original Filing which are being amended and restated, and those unaffected parts or exhibits are not included herein. This Amendment continues to speak as of the date of the Original Filing and the Company has not updated the disclosure contained herein to reflect events that have occurred since the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company’s other filings, if any, made with the United States Securities and Exchange Commission subsequent to the date of the Original Filing, including any amendments to those filings, if any.

 

Item 15. Exhibits and Financial Statement Schedules

 

Note: Item 15 in the Original Filing is unchanged except for the filing of the exhibit discussed in the Explanatory Note and additional certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

(a)             Exhibits

 

See “Index To Exhibits” following the Signature page.

 

1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Intermec, Inc.
	By:	/s/ FREDRIC B. ANDERSON
		Fredric B. Anderson
		Vice President, Controller and Acting
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

March 22, 2006

 

2

 

INTERMEC, INC.

 

INDEX TO EXHIBITS

 

Exhibit No.		Description of Exhibit
10.3		2002 Director Stock Option and Fee Plan, As Amended Effective January 1, 2006.
31.1		Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), dated March 22, 2006.
31.2		Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of Title 18, United States Code), dated March 22, 2006.