**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

| **(Mark  One)**                                       |       |                                                                                                      |
|-------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------|
| **ý**                                            | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934**     |
| ** **                                            | ** ** | ** **                                                                                                |
| **For the fiscal year ended December 31,  2005** |
| ** **                                            |
| **OR**                                                |
| ** **                                            | ** ** | ** **                                                                                                |
| **o**                                                 | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934** |

 

**Commission file number  001-13279**

 

**Intermec, Inc.**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                              | ** ** | **95-4647021**                        |
|-------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction  of          |       | (I.R.S. Employer  Identification No.) |
| incorporation or  organization)           |       |                                  |
|                                      |       |                                  |
| **6001 36****th**** Avenue West**    | ** ** | **98203-1264**                        |
| **Everett,  Washington**                  |       | (Zip Code)                            |
| **www.intermec.com**                      |       |                                  |
| (Address of principal  executive offices) |       |                                  |

 

Registrant’s telephone number, including areacode:**  (425) 265-2400**

Securities registered pursuant to Section 12(b) ofthe Act:

 

| **Title of each class**                  | ** ** | **Name of each exchange   on which registered** |
|------------------------------------------|------------|-------------------------------------------------|
| Common Stock, par value  $0.01 per share |       | New York Stock Exchange                         |
| Rights to Purchase Series A  Junior |       | New York Stock Exchange                         |
| Participating Preferred  Stock           |       |                                            |

 

Securities registered pursuant to Section 12(g) ofthe Act:**  None**

 

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

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

Indicateby check mark whether the Registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes  ý   No  o

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. ý

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

| Large Accelerated  Filer ý |   | Accelerated Filer o |   | Non-accelerated filer o |
|--------------------------------------|--------|--------------------------|--------|------------------------------|

 

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

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

OnFebruary 28, 2006, there were 62,985,306 shares of Common Stockoutstanding, exclusive of treasury shares.

 

**DocumentsIncorporated by Reference**

Certaininformation required to be reported in Part III of this Annual report onFrom 10-K is herein incorporated by reference from the registrant’s DefinitiveProxy Statement to be filed with the Securities and Exchange Commission withrespect to the registrant’s Annual Meeting of Shareholders scheduled to be heldon May 17, 2006.

 

 

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**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                                   |   |

 

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**AmendmentNo. 1 to the Annual Report on Form 10-K**

**For theYear Ended December 31, 2005**

 

**EXPLANATORY NOTE**

 

Intermec, Inc. (the “Company”)is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) toits 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 StockOption and Fee Plan, As Amended Effective January 1, 2006 (the “Plan”). TheOriginal Filing inadvertently attached a superceded version of the Plan.

 

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

 

**Item 15. Exhibits and Financial StatementSchedules**

 

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

 

(a)             Exhibits

 

See “Index To Exhibits” following the Signature page.

 

1

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**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon 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

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**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. |

 

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