================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT - February 19, 2002 (Date of earliest event reported) HONEYWELL INTERNATIONAL INC. (Exact name of Registrant as specified in its Charter) DELAWARE 1-8974 22-2640650 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 101 COLUMBIA ROAD, P.O. BOX 4000, MORRISTOWN, NEW JERSEY 07962-2497 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (973) 455-2000 ================================================================================ ITEM 5. OTHER EVENTS. Honeywell today announced that its Board of Directors has elected David M. Cote, 49, president, CEO and member of the Board effective immediately. Prior to his appointment, Cote served as chairman, president, and CEO of TRW, the $16 billion Cleveland-based products and services provider for the space, defense and automotive markets. Before joining TRW, Cote spent 25 years in various management and leadership positions at GE. Lawrence A. Bossidy, 66, will remain chairman and a member of the Board of Honeywell until June 30, 2002, when he will retire as expected from the company and relinquish both positions. At that time, Cote will assume the chairmanship. 2 SIGNATURE 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. Date: February 19, 2002 Honeywell International Inc. By: /s/ Victor P. Patrick --------------------- Victor P. Patrick Vice President, Secretary and Deputy General Counsel 3