UNITED
STATES
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 (Date of earliest event reported): December 3, 2008
Intermec,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-13279
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95-4647021
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(I.R.S.
Employer Identification Number)
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6001
36th
Avenue West
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Everett,
Washington
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www.intermec.com
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98203-1264
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(Address
of principal executive offices and internet site)
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(Zip
Code)
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(425)
265-2400
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(Registrant's
telephone number, including area code)
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No
Change
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(Former
name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
December 3, 2008, Intermec, Inc.’s wholly-owned subsidiary, Intermec
Technologies Corporation (collectively, “we”, “us” or “Intermec”), entered into
a Manufacturing Services Framework Agreement (the “Agreement”) with Venture
Corporation Limited (SGX: VENM.SI) and its affiliates (“Venture”).
The
Agreement implements our previously announced decision to relocate the final
assembly of our products from our facilities in Everett, Washington to Venture’s
facilities in Asia. That announcement was disclosed in our Current
Report on Form 8-K filed on July 10, 2008.
Under the
Agreement, Venture will be our exclusive manufacturer of substantially all of
our current products at Venture’s facilities in Malaysia and
Singapore. Venture’s manufacturing services will include material and
component procurement and equipment manufacturing, testing, packaging and
shipment of finished goods. Venture will generally purchase and own
raw material, component, and finished goods inventories, but in certain limited
circumstances, Intermec may take ownership of portions of those
inventories.
The
Agreement provides that Intermec products introduced to the marketplace after
the effective date of the Agreement will not be automatically included in the
Agreement, but they may be included by mutual agreement. The
Agreement does not require Intermec to purchase any minimum quantities of any
its products, whether such quantities are expressed in units, U.S. dollars or
any other currencies.
The
Agreement’s initial term expires on December 31, 2011 but Intermec may, at its
sole discretion, extend the term up to two additional one-year periods upon
written notice to Venture at least 90 days prior to the expiration of the
initial term or any anniversary thereof while the Agreement is still in effect.
We may also terminate the Agreement for our convenience prior to its scheduled
expiration upon 180 days’ prior notice to Venture. However, if we
terminate the Agreement for our convenience, we would be required to compensate
Venture for certain costs.
If the
Agreement expires or is terminated for any reason, Intermec has the option of
extending Venture’s performance on the same terms and conditions as those set
forth in the Agreement for a transition period of up to two years from the date
of termination.
Under an
earlier manufacturing services contract, Venture has been manufacturing printed
circuit board assemblies and some finished goods. The Agreement
supersedes and replaces the earlier manufacturing services
contract.
The
foregoing description of the Agreement terms is qualified in its entirety by
reference to the actual terms of the Agreement, which will be filed as an
exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31,
2008.
SIGNATURES
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.
| Intermec, Inc. | |
| (Registrant) |
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Date: December
5, 2008
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By: /s/Janis L.
Harwell
Janis
L. Harwell
Senior
Vice President, General Counsel
and
Corporate Secretary
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