As filed with the Securities and Exchange Commission on August 21, 2006
Registration No. 2-48576
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE BOEING COMPANY
(Exact name of Registrant as specified in its charter)
| Delaware | 91-0425694 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
100 N. Riverside
Chicago, IL 60606-1596
(Address of principal executive offices, including zip code)
INCENTIVE COMPENSATION PLAN FOR OFFICERS AND EMPLOYEES
OF THE BOEING COMPANY AND SUBSIDIARIES
(Full title of the plan)
JAMES C. JOHNSON
Vice President, Corporate Secretary and Assistant General Counsel
The Boeing Company
100 N. Riverside
Chicago, IL 60606-1596
(312) 544-2000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
J. SUE MORGAN
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 359-8447
By means of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 2-48576, filed with the Securities and Exchange Commission on July 9, 1973, the Registrant hereby deregisters an aggregate of 2,715,168 shares of its common stock, par value $5.00 per share, which were registered for the Incentive Compensation Plan for Officers and Employees of The Boeing Company and Subsidiaries (the “ICP”). This deregistration is being made in conjunction with the amendment of the ICP to provide that no further equity awards will be made under the ICP.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Chicago, State of Illinois, on the 27th day of July, 2006.
| THE BOEING COMPANY. | ||
| By: |
/s/ James A. Bell | |
| James A. Bell | ||
| Executive Vice President and | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints W. James McNerney, Jr. and James A. Bell, or either of them, his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any further amendments to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated below on the 27th day of July, 2006.
| Signature |
Title | |||
| /s/ W. James McNerney, Jr. |
Chairman of the Board, President and Chief Executive Officer | |||
| W. James McNerney, Jr. | (Principal Executive Officer) | |||
| /s/ James A. Bell |
Executive Vice President and Chief Financial Officer (Principal | |||
| James A. Bell | Financial Officer) | |||
| /s/ Harry S. McGee III |
Vice President Finance and Corporate Controller | |||
| Harry S. McGee III | ||||
II-1
| /s/ John H. Biggs |
Director | |
| John H. Biggs | ||
| /s/ John E. Bryson |
Director | |
| John E. Bryson | ||
| /s/ Linda Z. Cook |
Director | |
| Linda Z. Cook | ||
| /s/ William M. Daley |
Director | |
| William M. Daley | ||
| /s/ Kenneth M. Duberstein |
Director | |
| Kenneth M. Duberstein | ||
| /s/ John F. McDonnell |
Director | |
| John F. McDonnell | ||
| /s/ Richard D. Nanula |
Director | |
| Richard D. Nanula | ||
| /s/ Rozanne L. Ridgway |
Director | |
| Rozanne L. Ridgway | ||
| /s/ Mike S. Zafirovski |
Director | |
| Mike S. Zafirovski | ||
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