Attached files
file | filename |
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EX-31.1 - CEO 302 - Intermec, Inc. | exhibit311.htm |
EX-31.2 - CFO 302 - Intermec, Inc. | exhibit312.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
(Amendment
No. 1)
(Mark
One)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2009
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Commission
file number 001-13279
Intermec, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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95-4647021
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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6001
36th Avenue West
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98203-1264
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Everett,
Washington
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(Zip
Code)
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www.intermec.com
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (425) 265-2400
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Name
of each exchange on which registered
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Common
Stock, par value $0.01 per share
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New
York Stock Exchange
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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 x
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 x
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 x No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted to Rule 405 of Regulation S-T (§229.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes ¨ No ¨
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 x.
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
Large
Accelerated Filer x
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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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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No
x
As of
June 26, 2009, 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 $750.7 million,
based on the closing sale price as reported on the New York Stock
Exchange.
On
February 15, 2010, there were 61,696,242 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
Form 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 26, 2010.
EXPLANATORY NOTE
This Form 10-K/A (this “Amendment”) includes an
amended and restated Exhibit Index to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, filed on February
22, 2010, correcting inadvertent errors with respect to the identification of
Exhibits 10.10 and 10.27 and certain other typographical errors. This
Amendment also removes Exhibits 10.11, 10.12 and 10.59 from the originally filed
Exhibit Index and renumbers all remaining Exhibits as
applicable.
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this
Amendment amends and restates in its entirety the Exhibit Index and contains new
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. This Amendment does not reflect any events occurring after the
initial filing date of the Annual Report on Form 10-K or otherwise modify or
update any of the information contained therein in any
way. Accordingly, this Amendment should be read in conjunction with
the Annual Report on Form 10-K filed by the Registrant on February 22,
2010.
INTERMEC,
INC.
INDEX
TO EXHIBITS
Exhibit No.
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Description of Exhibits
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3.1 |
Restated
Certificate of Incorporation of Intermec, Inc. (formerly, UNOVA, Inc. and
referred to below as the “Company”), filed as Exhibit 3.1 to the Company’s
May 17, 2006 current report on Form 8-K, and incorporated herein by
reference.
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3.2 |
Amended
and Restated By-Laws of the Company, as amended as of September 11, 2008
and filed as Exhibit 3.1 to the Company’s September 11, 2008
current report on Form 8-K, and incorporated herein by
reference.
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4.1 |
Credit
Agreement between the Company, as the Borrower, and Wells Fargo Bank,
National Association, as the Lender, dated as of September 27,
2007, filed as Exhibit 10.6 to the Company’s September 30, 2007
quarterly report on Form 10-Q, and incorporated herein by
reference.
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4.2 |
Revolving
Line of Credit Note between the Company, as the Borrower, and Wells
Fargo Bank, National Association, as the Lender, amended as of December
12, 2008, filed as Exhibit 4.2 to the Company’s 2008 Annual Report on Form
10-K, and incorporated herein by reference.
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4.3 |
Continuing
Guaranty by Intermec IP Corp., as the Guarantor, to Wells Fargo Bank,
National Association, as the Bank, dated as of September 27,
2007, filed as Exhibit 10.8 to the Company’s September 30, 2007
quarterly report on Form 10-Q, and incorporated herein by
reference.
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4.4 |
Continuing
Guaranty by Intermec Technologies Corporation, as the Guarantor, to Wells
Fargo Bank, National Association, as the Bank, dated as of September 27,
2007, filed as Exhibit 10.9 to the Company’s September 30, 2007
quarterly report on Form 10-Q, and incorporated herein by
reference.
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10.1 |
Distribution
and Indemnity Agreement, dated October 31, 1997, between Western
Atlas Inc. and the Company, filed as Exhibit 10.1 to the Company’s
September 30, 1997 quarterly report on Form 10-Q, and
incorporated herein by reference.
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10.2 |
Tax
Sharing Agreement, dated October 31, 1997 between Western Atlas Inc.
and the Company, filed as Exhibit 10.2 to the Company’s
September 30, 1997 quarterly report on Form 10-Q, and
incorporated herein by reference.
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10.3 |
Intellectual
Property Agreement, dated October 31, 1997 between Western Atlas Inc.
and the Company, filed as Exhibit 10.4 to the Company’s
September 30, 1997 quarterly report on Form 10-Q, and
incorporated herein by reference.
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10.4 |
Employee
Benefits Agreement, dated October 31, 1997, between Western Atlas
Inc. and the Company, filed as Exhibit 10.3 to the Company’s
September 30, 1997 quarterly report on Form 10-Q, and
incorporated herein by reference.**
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10.5 |
Purchase
and Sale Agreement, dated as of March 17, 2005, among the Company,
UNOVA Industrial Automation Systems, Inc., UNOVA U.K. Limited,
Cincinnati Machine U.K. Limited (now UNOVA Operations U.K. Limited),
Honsberg Lamb Sonderwerkzeugmachinen GmbH (now UNOVA Germany GmbH), UNOVA
Canada, Inc., and UNOVA IP Corp., as Selling entities, and R&B
Plastics Holdings, Inc. and MAG Industrial Automation Systems, LLC,
as Purchasing Entities (the “Cincinnati Purchase and Sale Agreement”),
filed as Exhibit 4.1 to the Company’s April 3, 2005, quarterly
report on Form 10-Q, and incorporated herein by
reference.
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10.6 |
First
Amendment to the Cincinnati Purchase and Sale Agreement, dated
April 1, 2005, filed as Exhibit 4.2 to the Company’s
April 3, 2005 quarterly report on Form 10-Q, and incorporated
herein by reference.
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10.7 |
Purchase
and Sale of Cincinnati Lamb Group—Settlement Agreement, dated
June 30, 2005, filed as Exhibit 10.7 to the Company’s
July 3, 2005 quarterly report on Form 10-Q, and incorporated
herein by reference.
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10.8 |
Purchase
and Sale Agreement, dated as of October 27, 2005, among the Company,
UNOVA Industrial Automation Systems, Inc., UNOVA IP Corp. and UNOVA
U.K. Limited, as Selling Entities, and Compagnie De Fives-Lille, Cinetic
Landis Grinding Corp. and Cinetic Landis Grinding Limited, as Purchasing
Entities, filed as Exhibit 10.42 to the Company’s 2005 Annual Report on
Form 10-K, and incorporated herein by reference.
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1
Exhibit No. | Description of Exhibits | ||
10.9 |
Venture
Manufacturing Services Framework Agreement, dated December 3, 2008,
between Venture Corporation Limited and the Company, filed as Exhibit 10.9
to the Company’s 2008 Annual Report on Form 10-K, and incorporated herein
by reference.+
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10.10 |
Director
Compensation Program under the Company’s 2008 Omnibus Incentive Plan, as
amended and restated effective July 16, 2009, filed as Exhibit 10.1 to the
Company’s July 30, 2009 current report on Form 8-K and incorporated herein
by reference.**
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10.11 |
Form
of Stock Option Grant Notice and Stock Option Agreement for Non-Employee
Directors under the Company’s 2008 Omnibus Incentive Plan, filed as
Exhibit 10.7 to the Company’s June 29, 2008 quarterly report on Form 10-Q,
and incorporated herein by reference.**
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10.12 |
Director
Deferred Compensation Plan, filed as Exhibit 10.8 to the Company’s June
29, 2008 quarterly report on Form 10-Q, and incorporated herein by
reference.**
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10.13 |
Director
Stock Option and Fee Plan, As Amended Effective November 19, 2007,
filed as Exhibit 10.6 to the Company’s 2007 Annual Report on Form 10-K,
and incorporated herein by reference.**
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10.14 |
The
Company’s Deferred Compensation Plan, filed as Exhibit 10.4 to the
Company’s July 2, 2006 quarterly report on Form 10-Q, and
incorporated herein by reference.**
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10.15 |
Adoption
Agreement to the Company’s Deferred Compensation Plan, dated June 29,
2006, filed as Exhibit 10.31 to the Company’s 2006 Annual Report on
Form 10-K, and incorporated herein by reference.**
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10.16 |
Action
and Amendment to the Company’s Deferred Compensation Plan, dated December
18, 2009.* ** ++
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10.17 |
Intermec,
Inc. Change of Control Severance Plan, effective January 7, 2009, filed as
Exhibit 10.1 to the Company’s January 8, 2009 current report on
Form 8-K, and incorporated herein by reference.**
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10.18 |
Corporate
Executive Severance Plan for Chief Executive Officer and Elected Officers
of Intermec, Inc. and Certain other Designated and Section 16 Officers,
filed as Exhibit 10.3 to the Company’s April 3, 2009 current report on
Form 8-K and incorporated herein by reference.**
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10.19 |
Restoration
Plan, Amended and Restated as of January 1, 2008, filed as Exhibit 10.6 to
the Company’s July 1, 2007 quarterly report on Form 10-Q, and incorporated
herein by reference.**
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10.20 |
First
Amendment to the Company’s Restoration Plan, dated December 18, 2009.* **
++
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10.21 |
Supplemental
Executive Retirement Plan, Amended and Restated as of January 1, 2008,
filed as Exhibit 10.7 to the Company’s July 1, 2007, quarterly
report on Form 10-Q, and incorporated herein by
reference.**
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10.22 |
First
Amendment to the Company’s Supplemental Executive Retirement Plan, dated
December 18, 2009.* ** ++
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10.23 |
Summary
of Executive Life Insurance Benefit, filed as Exhibit 10.22 to the
Company’s 2008 Annual Report on Form 10-K and incorporated herein by
reference.**
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10.24 |
2008
Employee Stock Purchase Plan, approved by stockholders May 23, 2008 and
effective July 1, 2008, filed as Exhibit 10.9 to the Company’s June 29,
2008 quarterly report on Form 10-Q and incorporated herein by
reference.**
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2
Exhibit No. | Description of Exhibits | ||
10.25 |
2008
Omnibus Incentive Plan, as amended and restated effective July 9, 2008,
filed as Exhibit 10.1 to the Company’s June 29, 2008 quarterly report on
Form 10-Q, and incorporated herein by reference.**
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10.26 |
Executive
Change of Control Policy for 2008 Omnibus Incentive Plan, filed as Exhibit
10.25 to the Company’s 2008 Annual Report on Form 10-K, and incorporated
herein by reference.**
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10.27 |
Standard
Change of Control Policy for 2008 Omnibus Incentive Plan, filed as Exhibit
10.26 to the Company’s 2008 Annual Report on Form 10-K, and incorporated
herein by reference.**
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10.28 |
Form
of Employee Stock Option Grant Notice and Stock Option Agreement under the
Company’s 2008 Omnibus Incentive Plan, filed as Exhibit 10.2 to the
Company’s June 29, 2008 quarterly report on Form 10-Q, and incorporated
herein by reference.**
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10.29 |
Form
of Employee Restricted Stock Unit Agreement under the Company’s 2008
Omnibus Incentive Plan, filed as Exhibit 10.3 to the Company’s June 29,
2008 quarterly report on Form 10-Q, and incorporated herein by
reference.**
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10.30 |
2008
Long-Term Performance Share Program under the Company’s 2008 Omnibus
Incentive Plan, as amended March 31, 2009, filed as Exhibit 10.1 to the
Company’s April 3, 2009 current report on Form 8-K, and incorporated
herein by reference.**
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10.31 |
Form
of Employee Long-Term Performance Share Program Agreement under the
Intermec, Inc. 2008 Omnibus Incentive Plan, filed as Exhibit 10.5 to the
Company’s June 29, 2008 quarterly report on Form 10-Q, and incorporated
herein by reference.**
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10.32 |
2008
Long-Term Performance Share Program Agreement for the Award Period January
1, 2009 through December 31, 2011, filed as Exhibit 10.2 to the Company’s
April 3, 2009 current report on Form 8-K, and incorporated herein by
reference.**
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10.33 |
2004
Omnibus Compensation Plan, Approved May 6, 2004, Amended and Restated as
of January 1, 2008, filed as Exhibit 10.11 to the Company’s July 1, 2007
quarterly report on Form 10-Q, and incorporated herein by
reference.**
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10.34 |
Form of
Incentive Stock Option Agreement for awards under the 2004 Plan, filed as
Exhibit 10.1 to the Company’s July 3, 2005 quarterly report on
Form 10-Q, and incorporated herein by reference.**
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10.35 |
Form of
Non-Qualified Stock Option Agreement for awards under the 2004 Plan, filed
as Exhibit 10.2 to the Company’s July 3, 2005 quarterly report
on Form 10-Q, and incorporated herein by reference.**
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10.36 |
Form
of Restricted Stock Unit Agreement for awards under the 2004 Plan, filed
as Exhibit 10.5 to the Company’s September 30, 2004, quarterly
report on Form 10-Q, and incorporated herein by
reference.**
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10.37 |
Form of
Restricted Stock Agreement for awards under the 2004 Plan, filed as
Exhibit 10.4 to the Company’s September 30, 2004 quarterly
report on Form 10-Q, and incorporated herein by
reference.**
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10.38 |
Form
of Performance Share Unit Agreement under the Company’s 2004 Long-Term
Agreement, filed as Exhibit 10.1 to the Company’s March 30, 2008 quarterly
report on Form 10-Q, and incorporated herein by reference.**
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10.39 |
Form of
Amendment dated December 23, 2005, to all Performance Share Unit
Agreements for Performance Periods begun in 2004 and 2005, filed as
Exhibit 10.31 to the Company’s 2005 Annual Report on Form 10-K, and
incorporated herein by reference.**
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10.40 |
2004
Long Term Performance Share Program, a sub-plan under the 2004 Omnibus
Incentive Compensation Plan, filed as exhibit 10.12 to the Company’s July
1, 2007 quarterly report on Form 10-Q, and incorporated herein by
reference.**
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3
Exhibit No. | Description of Exhibits | ||
10.41 |
2004
Long-Term Performance Share Program (the “Long-Term Program”), a sub-plan
under the Company’s 2004 Omnibus Incentive Compensation Plan (the “2004
Plan”), as amended effective January 1, 2006, filed as Exhibit 10.27
to the Company’s 2005 Annual Report on Form 10-K, and incorporated
herein by reference.**
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10.42 |
2001
Stock Incentive Plan, Amended and Restated as of January 1, 2008, filed as
Exhibit 10.9 to the Company’s July 1, 2007 quarterly
report on Form 10-Q, and incorporated herein by
reference.**
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10.43 |
Form of
Incentive Stock Option Agreement for awards under the 2001 Plan, filed as
Exhibit 10.3 to the Company’s July 3, 2005 quarterly report on
Form 10-Q, and incorporated herein by reference.**
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10.44 |
Form of
Non-Qualified Stock Option Agreement for awards under the 2001 Plan, filed
as Exhibit 10.4 to the Company’s July 3, 2005 quarterly report
on Form 10-Q, and incorporated herein by reference.**
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10.45 |
Amendment
of Restricted Stock Agreements under 2001 Plan, dated as of
September 12, 2002, filed as Exhibit 10.30 to the Company’s
September 30, 2002 quarterly report on Form 10-Q, and
incorporated herein by reference.**
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10.46 |
Form of
Restricted Stock Agreement for awards under the 2001 Plan, filed as
Exhibit 10.4 to the Company’s September 30, 2004 quarterly
report on Form 10-Q, and incorporated herein by
reference.**
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10.47 |
2001
Plan Document Relating to Election to Receive Employee Stock Options in
Lieu of Certain Cash Compensation Payable to Company Officers in Fiscal
Year 2002, filed as Exhibit 10.6 to the Company’s 2001 Annual Report
on Form 10-K, and incorporated herein by reference.**
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10.48 |
1999
Stock Incentive Plan, Amended and Restated as of January 1, 2008, filed as
Exhibit 10.8 to the Company’s July 1, 2007 quarterly report on
Form 10-Q, and incorporated herein by reference.**
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10.49 |
Form of
Incentive Stock Option Agreement for awards under the 1999 Stock Incentive
Plan (the “1999 Plan”), filed as Exhibit 10.5 to the
July 3, 2005 quarterly report on Form 10-Q, and incorporated
herein by reference.**
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10.50 |
Form of
Non-Qualified Stock Option Agreement for awards under the 1999 Plan, filed
as Exhibit 10.6 to the July 3, 2005 quarterly report on
Form 10-Q, and incorporated herein by reference.**
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10.51 |
Amendment
of Restricted Stock Agreements under 1999 Plan, dated as of
September 12, 2002, filed as Exhibit 10.30 to the Company’s
September 30, 2002 quarterly report on Form 10-Q, and
incorporated herein by reference.**
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10.52 |
1999
Plan Document Relating to Election to Receive Employee Stock Options in
Lieu of Certain Cash Compensation Payable to Company Officers in Fiscal
Year 2002, filed as Exhibit 10.6 to the Company’s 2001 Annual Report
on Form 10-K, and incorporated herein by reference.**
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10.53 |
1997
Stock Incentive Plan, as amended March 30, 2007, filed as
Exhibit 10.4 to the Company’s April 1, 2007 quarterly report on
Form 10-Q, and incorporated herein by reference.**
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10.54 |
Summary
Sheet – Compensation Arrangements for Patrick J. Byrne, President and
Chief Executive Officer, filed as Exhibit 10.13 to the Company’s
July 1, 2007 quarterly report on Form 10-Q, and incorporated
herein by reference.**
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10.55 |
Summary
Sheet – Compensation Arrangements for Robert J. Driessnack, Senior Vice
President and Chief Financial Officer, filed as Exhibit 10.52 to the
Company’s 2008 Annual Report on Form 10-K, and incorporated herein by
reference.**
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10.56 |
Summary
Sheet – Amended Relocation Benefits for Robert J. Driessnack, Senior Vice
President and Chief Financial Officer, filed as Exhibit 10.1 to the
Company’s September 27, 2009 quarterly report on Form 10-Q, and
incorporated herein by reference. **
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4
Exhibit No. | Description of Exhibits | ||
21.1 |
Subsidiaries
of the Registrant.*
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23.1 |
Consent
of Independent Registered Public Accounting Firm.*
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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 31, 2010. ***
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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 31, 2010. ***
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32.1 |
Certification
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of Title 18, United
States Code), dated February 19, 2010.*
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32.2 |
Certification
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of Title 18, United
States Code), dated February 19, 2010.*
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* Copies
of these exhibits are included in the Annual Report on Form 10-K filed with
the Securities and Exchange Commission on February 22, 2010.
**
Compensatory plan or arrangement.
***
Copies of these exhibits are included in Amendment No. 1 to the Annual Report on
Form 10-K filed with the Securities and Exchange Commission on March 31,
2010.
+ Portions
of this exhibit were omitted and have been filed separately with the Secretary
of the Securities and Exchange Commission pursuant to the Registrant’s
application requesting confidential treatment under Rule 406 of the Securities
Act of 1933 or Rule 24b-2 of the Securities Exchange Act of 1934.
++ Copies
of Exhibits 10.16, 10.20 and 10.22 were originally filed as Exhibits 10.18,
10.22 and 10.24, respectively, in the Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 22, 2010.
5