As filed with the Securities and Exchange Commission on July 21, 1999
Registration No. 333-17031
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Rockwell International Corporation
(Exact name of registrant as specified in its charter)
Delaware 25-1797617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Anton Boulevard, Suite 700
Costa Mesa, California 92626-7147
(Address of Principal Executive Offices) (Zip Code)
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Rockwell International Corporation Salaried Retirement Savings Plan,
Rockwell Retirement Savings Plan for Certain Employees and
Rockwell Non-Represented Hourly Retirement Savings Plan
(Full title of the plans)
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WILLIAM J. CALISE, JR., Esq.
Senior Vice President, General Counsel and Secretary
Rockwell International Corporation
600 Anton Boulevard, Suite 700
Costa Mesa, California
(Name and address of agent for service)
(714) 424-4565
(Telephone number, including area code, of agent for service)
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Copy to:
PETER R. KOLYER, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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<PAGE>
WITHDRAWAL OF SECURITIES FROM REGISTRATION
Registrant by this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-8 (Registration No. 333-17031) withdraws from registration
under the Securities Act of 1933, as amended, the following securities: (i)
interests in the Rockwell International Corporation Savings Plan and (ii)
interests in the Reliance Electric Company Savings and Investment Plan.
On January 1, 1999, (i) the Rockwell International Corporation Savings
Plan and the Reliance Electric Company Savings and Investment Plan were merged
into the Allen-Bradley Savings and Investment Plan for Salaried Employees, which
following the merger was renamed the Rockwell International Corporation Salaried
Retirement Savings Plan and (ii) the accounts of certain participants in the
Rockwell Retirement Savings Plan for Certain Employees were merged into the
Allen-Bradley Savings and Investment Plan for Hourly Employees, which following
the merger was renamed the Rockwell Non-Represented Hourly Retirement Savings
Plan. As a result, this Registration Statement on Form S-8 now relates to three
plans: the Rockwell International Corporation Salaried Retirement Savings Plan,
the Rockwell Retirement Savings Plan for Certain Employees and the Rockwell
Non-Represented Hourly Retirement Savings Plan.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
24-a Power of Attorney authorizing certain persons to sign this
Post-Effective Amendment No. 1 to the Registration Statement on behalf
of certain directors and officers of the Registrant, filed as Exhibit
24 to the Registrant's Annual Report on Form 10-K for the year ended
September 30, 1998, is hereby incorporated by reference.
24-b Power of Attorney authorizing certain persons to sign this
Post-Effective Amendment No. 1 to the Registration Statement on behalf
of R.B. Shapiro.
<PAGE>
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 Costa Mesa,
State of California on the 21st day of July, 1999.
ROCKWELL INTERNATIONAL CORPORATION
By /s/ William J. Calise, Jr.
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(William J. Calise, Jr., Senior Vice President,
General Counsel and Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 21st day of July, 1999 by the
following persons in the capacities indicated:
Signature Title
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DON H. DAVIS, JR.* Chairman of the Board and
Chief Executive Officer
(principal executive officer)
GEORGE L. ARGYROS* Director
DONALD R. BEALL* Director
WILLIAM H. GRAY, III* Director
JAMES CLAYBURN LA FORCE, JR.* Director
WILLIAM T. McCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
ROBERT B. SHAPIRO* Director
WILLIAM S. SNEATH* Director
JOSEPH F. TOOT, JR.* Director
W. MICHAEL BARNES* Senior Vice President,
Finance & Planning and
Chief Financial Officer
(principal financial officer)
WILLIAM E. SANDERS* Vice President and Controller
(principal accounting officer)
* By /s/ William J. Calise, Jr.
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(William J. Calise, Jr., Attorney-in-fact)**
** By authority of the powers of attorney filed herewith.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, each of
the Plans 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 Seal Beach, State of California on the 21st day
of July, 1999.
ROCKWELL INTERNATIONAL CORPORATION SALARIED
RETIREMENT SAVINGS PLAN
By /s/ Alfred J. Spigarelli
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(Alfred J. Spigarelli, Plan Administrator)
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN
EMPLOYEES
By /s/ Alfred J. Spigarelli
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(Alfred J. Spigarelli, Plan Administrator)
ROCKWELL NON-REPRESENTED HOURLY RETIREMENT
SAVINGS PLAN
By /s/ Alfred J. Spigarelli
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(Alfred J. Spigarelli, Plan Administrator)
Exhibit 24-b
POWER OF ATTORNEY
I, Robert B. Shapiro, a Director of Rockwell International
Corporation, a Delaware corporation (the "Company"), hereby constitute WILLIAM
J. CALISE, JR., EDWARD T. MOEN, II and PETER R. KOLYER, and each of them singly,
my true and lawful attorneys with full power to them and each of them to sign
for me, in my name and in my capacity as a Director of the Company, (1) any and
all amendments (including supplements and post-effective amendments) to the
Registration Statement on Form S-3 (Registration No. 333-43071) registering debt
securities of the Company in an aggregate principal amount of up to
$1,000,000,000 and any shares of Common Stock, par value $1 per share, of the
Company (including the associated Preferred Share Purchase Rights)
(collectively, the Common Stock) issuable or deliverable upon conversion or
exchange of any such debt securities that are convertible into or exchangeable
for Common Stock; (2) any and all amendments (including supplements and
post-effective amendments) to (a) the Registration Statement on Form S-8
registering securities to be sold under the Company's 1995 Long-Term Incentives
Plan and 1988 Long-Term Incentives Plan (Registration No. 333-17055); (b) the
Registration Statement on Form S-8 registering securities to be sold pursuant to
the Company's Savings Plan, as amended, the Company's Retirement Savings Plan
for Certain Employees, as amended, the Reliance Electric Company Savings and
Investment Plan, as amended, the Allen-Bradley Company Savings and Investment
Plan for Salaried Employees, as amended, and the Allen-Bradley Company Savings
and Investment Plan for Hourly Employees, as amended (Registration No.
333-17031); and (c) the Registration Statement on Form S-8 registering
securities to be sold pursuant to the Allen-Bradley Company Savings and
Investment Plan for Represented Hourly Employees (Registration No. 333-17405);
and (3) any and all amendments (including supplements and post-effective
amendments) to the Registration Statement on Form S-3 (Registration No.
333-24685) registering (a) certain shares of Common Stock acquired or which may
be acquired by permitted transferees upon the exercise of transferable options
assigned or to be assigned to them by certain participants in the Company's 1988
Long-Term Incentives Plan in accordance with that Plan and (b) the offer and
resale by any such permitted transferee who may be deemed to be an "affiliate"
of the Company within the meaning of Rule 405 under the Securities Act of 1933,
as amended (an Affiliate Selling Shareowner), of Common Stock so acquired or
which may be acquired by such Affiliate Selling Shareowner upon exercise of any
such transferable option.
July 12, 1999
/s/ Robert B. Shapiro
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Robert B. Shapiro
Director
