Registration Statement No. 333-38444
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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 Number)
777 East Wisconsin Avenue
Suite 1400
Milwaukee, Wisconsin 53202
(Address of Principal (Zip Code)
Executive Offices)
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Rockwell International Corporation
2000 Long-Term Incentives Plan
(Full title of the plan)
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WILLIAM J. CALISE, JR. ESQ.
Senior Vice President, General Counsel and Secretary
Rockwell International Corporation
777 East Wisconsin Avenue, Suite 1400
Milwaukee, Wisconsin 53202
(Name and address of agent for service)
(414) 212-5200
(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>
ADDITION OF EXHIBIT
Registrant by this Post-Effective Amendment No. 1 to its Registration Statement
on Form S-8 (Registration No. 333-38444) relating to the Rockwell International
Corporation 2000 Long-Term Incentives Plan hereby adds, in lieu of the power of
attorney incorporated by reference as Exhibit 24-a to the original Registration
Statement, the power of attorney authorizing certain persons to sign the
Registration Statement on behalf of certain directors and officers of Registrant
filed as Exhibit 24-a.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
24-a -- Power of Attorney authorizing certain persons to sign this
registration statement on behalf of certain directors and
officers of Rockwell.
II-1
<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 on Form S-8
(Registration No. 333-38444) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin on the
12th day of June, 2000.
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
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
(Registration No. 333-38444) has been signed on the 12th day of June, 2000 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)
BETTY C. ALEWINE* Director
GEORGE L. ARGYROS* Director
DONALD R. BEALL* Director
WILLIAM H. GRAY, III* Director
WILLIAM T. MCCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
ROBERT B. SHAPIRO* 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.
II-2
<PAGE>
EXHIBIT INDEX
Exhibit
Number Page
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24-a Power of Attorney authorizing certain persons to sign this
registration statement on behalf of certain directors and
officers of Rockwell.
