SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

EMS TECHNOLOGIES, INC.

(Name of Subject Company (Issuer))

HONEYWELL INTERNATIONAL INC.

EGRET ACQUISITION CORP.

(Names of Filing Persons (Offerors))

Common Stock, $0.10 Par Value Per Share,

including associated common stock purchase rights

(Title of Class of Securities)

26873N108

(CUSIP Number of Class of Securities)

Thomas F. Larkins

Vice President, Deputy General Counsel and Corporate Secretary

Honeywell International Inc.

101 Columbia Road

P.O. Box 4000

Morristown, NJ 07962-2497

(973) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

David Robbins

Bingham McCutchen LLP

Suite 4400

355 South Grand Avenue

Los Angeles, CA 90071-3106

213-680-6400

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not Applicable*	Not Applicable*

*	A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	N/A	Filing Party:	N/A
Form of Registration No.:	N/A	Date Filed:	N/A

x	Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
x	third party tender offer subject to Rule 14d-1
o	issuer tender offer subject to Rule 13e-4
o	going private transaction subject to Rule 13e-3
o	amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer: o

          This filing on Schedule TO relates solely to preliminary communications made before the commencement of a planned tender offer by Egret Acquisition Corp. (“Egret”), a Georgia corporation and a wholly-owned subsidiary of Honeywell International Inc., a Delaware corporation (“Honeywell” or the “Company”), to purchase all of the outstanding shares of common stock, $0.10 par value per share, of EMS Technologies, Inc., a Georgia corporation (“EMS”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of June 13, 2011, by and among Egret, Honeywell and EMS.

Additional Information

          The planned tender offer described in this document and the exhibits hereto has not yet been commenced. This document and the exhibits hereto are neither an offer to purchase nor a solicitation of an offer to sell shares of EMS. At the time the tender offer is commenced, the Company and Egret intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer and EMS intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Company, Egret and EMS intend to mail these documents to the stockholders of EMS. These documents will contain important information about the tender offer and stockholders of EMS are urged to read them carefully when they become available. Stockholders of EMS will be able to obtain a free copy of these documents (when they become available) and other documents filed by EMS, the Company or Egret with the Securities and Exchange Commission (the “Commission”) at the website maintained by the Commission at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from the information agent named in the offer to purchase or from the Company.

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Honeywell International Inc. Presentation to EMS Technologies, Inc. Employees, dated June 17, 2011 (Aerospace)
99.2	Honeywell International Inc. Presentation to EMS Technologies, Inc. Employees, dated June 17, 2011 (Automation and Control Solutions)

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EX-99.1

Exhibit 99.1

Honeywell & EMS Technologies

Great Positions in Good Industries

Energy, Safety
& Security

Chemicals,
Specialty
Materials &
Fertilizers

Safety &
Security

Aviation &
Defense

Automotive &
Transportation

Buildings,
Construction &
Maintenance

Consumer &
Home

Efficiency,
Energy &
Utilities

Fire Protection

& First
Responder

Healthcare &
Medical

Industrial
Process

Control

Manufacturing

Oil & Gas,
Refining,
Petrochemicals
& Biofuels

Scanning &
Mobile
Productivity

2

Honeywell’s Businesses

$35-36 billion* in revenues, 50% outside of U.S.

Nearly 130,000 employees operating in 100 countries

Morristown, NJ global corporate headquarters

Aerospace

$10.8-11.2B*

Automation &
Control Solutions

$14.7-15.1B*

Specialty
Materials

$5.0-5.2B*

Transportation
Systems

$4.3-4.5B*

*‘11 revenues estimate

3

Installed Base: ~300,000 Aircraft Worldwide

REVENUE PROFILE
$10.8-11.2B
(2011 estimate)

DEFENSE & SPACE PLATFORM BREADTH

Phoenix, AZ
headquarters

30,000 employees
at nearly 100
locations

COMMERCIAL PLATFORM BREADTH

REGIONAL TRANSPORT

35+ platforms

Aftermarket
44%

OEM
44%

SPACE

40+ programs

HELICOPTERS

20+ programs

Services

12%

AIR TRANSPORT

60+ platforms

GENERAL AVIATION

100+ platforms

BUSINESS JETS

~125 platforms

SERVICES

NASA, DoD, DoE

HELICOPTERS

20+ platforms

AIRCRAFT

60+ platforms

MISSILE SYSTEMS

40+ systems

SURFACE VEHICLES

10+ platforms

*Excludes missile systems

Installed Base: 25,000+ Vehicles Worldwide*

Honeywell Aerospace

4

Expansive Product Portfolio

AGT1500

ALF502/
LF507

CFE738

F124/F125

HTF7000

Commercial Crew
Interface & Displays

Commercial Software
Products

Flight Mgmt Systems

Military Crew Interface

Navigation Database                     
& RNP Services

Commercial Nav Systems

D&S Navigation Systems

Inertial Sensors

Non-Inertial Sensors

Magnetics & Personal Nav
Systems

Precision Landing Systems

Rad Hard Components

Tactical Nav Grade Systems

Vibration Monitoring/
HUMS

Zing™ Remote

Maintenance Services

Flight Support Services

Cabin Mgmt System

Comm/Nav Radios

DataLink/Data Mgmt &
Recorders

Long-Range Com

Ground Proximity Radar

Traffic Surveillance

Integrated Surveillance

Integrated Avionics

T-Hawk Micro Air Vehicle

Real-time Information in a
Tactical Environment

Space Systems

Electronic Eng Controls

Flight Controls

Space Pointing & Stabilization

Air & Thermal Systems

Auxiliary Power Units

Electric Power

Differentiated By Our Breadth & Depth of Technologies

Crew

Interface

Mechanical

Sub Systems

Navigation

Systems

& Sensors

Platform Systems /

High Integrity

Controls

Propulsion

Aero

Services

Safety &

Information

Management

HTS900

LTS101

T55

TFE731

TPE331

Lighting

Wheels & Brakes

Mechanical

Components

5

Automation and Control Solutions (ACS)

Honeywell Building Solutions

Install and Service Building
Control Systems

Large, Complex, Integrated Projects

Energy Savings Performance
Contracting

Honeywell Scanning & Mobility

Bar Code Scanners

Miniature Bar Code Scanning
Engines

Rugged Mobile Computers

Honeywell Environmental and
Combustion Controls

Home Comfort and Energy Solutions

Building Controls

Combustion

Electrical Devices

Honeywell Security Group

Burglar Alarm Systems

Access Control / Video

Low Voltage Distribution (ADI)

Cable and Custom Electronics

Honeywell Life Safety

Fire Alarm Systems

Gas Detection

Personal Protective Equipment

Honeywell Sensing and Control

Sensors

Safety and Limit Switches

Mission Critical Applications

Honeywell Process Solutions

Control Systems for Continuous
Process Industries

Design, Install, Service

Advanced Solutions

Simulation, Optimization

Field Instrumentation

>70,000 Employees Serving 1 Million Customers

6

Technology & Innovation

Research, Development and
Engineering is the growth
engine for Honeywell

19,000 scientists and
engineers worldwide

97 research and
engineering facilities

Honeywell Technology
Solutions in India, China
and Europe

More than 30,000 patents or
patents pending worldwide

Developing solutions for the world’s toughest challenges

and building on Honeywell’s Great Positions in Good Industries

7

Company Recognition

Fortune 500 Company - #74
Fortune Magazine

World’s Most Admired Companies
Fortune Magazine

Best Places to Launch a Career
BusinessWeek Magazine

World’s Most Ethical Companies
Ethisphere Institute

Blue Ribbon Company
Fortune Magazine

Biofuels Company of the Year
Biofuels Magazine

Alexander Hamilton Award, Overall Excellence
Treasury and Risk Magazine

Alexander Hamilton Award, Category Level Treasury and Risk Magazine

Most Influential People in Finance
Treasury and Risk Magazine

Top 50 Employers
Woman Engineer Magazine

Above and Beyond Award
Employer Support of the Guard and Reserve

Most Admired Companies for
Minority Professionals
US Black Engineer, Hispanic Engineer and Women of
Color Magazines

Best Companies for LGBT Equality
Human Rights Campaign

8

Honeywell Initiatives and Behaviors

Honeywell
Operating System

Functional
Transformation

Velocity Product
Development^™

12 Behaviors

Productivity

Growth

Cash

People

5 Initiatives

Growth and Customer Focus

Leadership Impact

Gets Results

Makes People Better

Champions Change

Fosters Teamwork and Diversity

Global Mindset

Intelligent Risk Taking

Self-Aware/Learner

Effective Communicator

Integrative Thinker

Technical or Functional Excellence

Enablers

9

Honeywell Hometown Solutions

Housing &
Shelter

Family Safety &
Security

Science & Math

Humanitarian
Relief

Habitat &
Conservation

Completed 300+
rehabilitation projects
in North America

9,300 employees

70,000 volunteer
hours

Safety & abduction
prevention programs
in North America
and China

84,000+ schools

20 million children

FMA Live!
265,000 students in
760 middle schools,
216 cities

Space Academy
1,500+ teachers from
44 countries & 50 U.S.
states

Leadership Challenge
Academy
398 students from 26
countries & 28 U.S.
states

$7.3 million in aid
since 2004

750 homes, two
schools, nine medical
clinics, and 200 wells
repaired or rebuilt

645 employee
recipients

Responded to U.S.
hurricanes Katrina &
Rita and earthquakes
in Sichuan Province,
China & Haiti

Educational
partnerships &
programs
with Audubon, Living
Classrooms,
Museum of Science
& Technology

115,000 wetland
plants, shrubs and
trees

3 artificial reefs in
Chesapeake Bay

10

Strategic Acquisitions As Growth Driver

Acquisition

Building

Controls

Gas

Detection

AIDC

Industrial

Combustion

Energy/

Smart Grid

zellweger analytics

Personal

Protection

Norcross Safety Products

Proven acquisition track record

Strong contributor to growth

New Segments & Products

Great Talent Infusion

60+ Acquisitions, $6B Revenue     Great Track Record

Aerospace

Dimensions
International

11

Why EMS and Honeywell?

Satcom technology

Engineering expertise

Advanced C4ISR
products

Asset and personnel
tracking

Position in Ports and
Warehouse segments

Vehicle-mount and
specialty computers

Customers
worldwide

Avionics & cabin
systems

Satellite and missile
systems

Honeywell

Connectivity Solutions

Benefiting Customers

Worldwide

EMS

Bar code scanners &
scan engines

Strong channels in
APAC and LA

Expanded range of
rugged handhelds

Productivity & Resource

Management Solutions  

for Customers Worldwide

Complementary Technology & Positions

12

Drive Customer Focusand Growth in the combined business

Engage and Involve Employeesto create a great business together

Full-time Integration Team – partnering with HON and EMS
members

Ongoing Communications with employees, customers, suppliers

Execute to Schedule the integration plan and Integrate Effectively
all services, systems and projects

Senior Leadership sponsorship and regular reviews

Achieve Financial Goals

Conform to Policies -- Code of Conduct, Compliance, HS&E, etc.

Adopt EMS Best Practicesto build shared processes and
capabilities

Joint Integration Team Working Together,

Disciplined and Customer Focused

Integration Approach

13

Q&A Session

Appendix

Aerospace Global Footprint

Waterford, Ireland
Basingstoke, UK

Bournemouth, UK

Boxgrove, UK

Broadstairs, UK

Feltham, UK

Hemel Hempstead, UK

Luton, UK

Redditch, UK

Yeovil, UK

South Bend, IN

Coon Rapids, MN

Minneapolis, MN

Golden Valley, MN

Plymouth, MN

Melbourne, Australia

Shanghai

-Li Bing Rd
-Jing Lian Rd

Suzhou, China

Nanjing, China

Brno, Czech Republic

Olomouc, Czech Republic

Prague, Czech Republic

Maintal, Germany

Raunheim, Germany

Gennevielliers/Witry/Malmort, France

Toulouse, France

Vendome, France

Xiamen, China

Penang &
Selangor
Malaysia

Singapore

Gul Circle

Chai Chee

Changi Bus Park

Joo Koon Circle

Loyang Crescent

Subic Bay, Philippines

Bintan

Bangalore, India

Sao Jose
dos Campos, Brazil

Everett, WA

Renton, WA

Redmond, WA

Poway, CA
Torrance, CA

Mexicali, Mexico

Chihuahua, Mexico

Monterrey, Mexico

Glendale, AZ (59^th Ave)

Phoenix, AZ (34^th St)

Phoenix, AZ (Deer Valley)

Phoenix, AZ (12^th Ave)

Phoenix, AZ (27^th St)

Phoenix, AZ (Sky Harbor)

Tempe, AZ (Warner Rd)

Kingman, AZ

Tucson, AZ

Albuquerque, NM

Irving, TX

Houston, TX

Tulsa, OK

Memphis, TN

Anniston, AL

Clearwater, FL

Sarasota, FL

Savannah, GA

Greer, SC

Rocky Mount, NC

Prince Edward Island

Toronto, Ontario

Allentown, PA

Strongsville, OH

Urbana, OH

Wichita, KS

Olathe, KS

Kansas City, MO

Aguadilla, Puerto Rico

Mayaguez, Puerto Rico

Columbia, MD

Morristown, NJ

Rolle, Switzerland

Almost 30,000 Employees At ~ 100 Sites

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Honeywell International Inc. (“Honeywell”) (www.honeywell.com) is a Fortune 100 diversified technology and manufacturing leader, serving
customers worldwide with aerospace products and services; control technologies for buildings, homes, and industry; automotive products;
turbochargers; and specialty materials. Based in Morris Township, N.J., Honeywell’s shares are traded on the New York, London, and Chicago
Stock Exchanges. For more news and information on Honeywell, please visit www.honeywellnow.com.

Additional Information

The planned tender offer referred to in this document has not yet been commenced. This document is neither an offer to purchase nor a
solicitation of an offer to sell shares of EMS Technologies, Inc. (“EMS”). At the time the tender offer is commenced, Honeywell and its wholly-
owned subsidiary, Egret Acquisition Corp. (“Egret”), intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase,
forms of letters of transmittal, and other documents relating to the tender offer and EMS intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender offer. Honeywell, Egret, and EMS intend to mail these documents to the stockholders of EMS.
These documents will contain important information about the tender offer and stockholders of EMS are urged to read them carefully when they
become available. Stockholders of EMS will be able to obtain a free copy of these documents (when they become available) and other
documents filed by EMS, Honeywell, or Egret with the Securities and Exchange Commission (the “Commission”) at the website maintained by
the Commission at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available)
from the information agent named in the offer to purchase or from Honeywell.

Forward-Looking Statements

This document contains certain statements that may be deemed “forward-looking statements” within the meaning of Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of historical fact, that address activities, events or developments that we or our
management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements
are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical
trends, current economic and industry conditions, expected future developments and other factors they believe to be appropriate. The forward-
looking statements included in this document are also subject to a number of material risks and uncertainties, including but not limited to
economic, competitive, governmental, and technological factors affecting our operations, markets, products, services and prices. Such forward-
looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those
envisaged by such forward-looking statements. Other risks and uncertainties relating to the acquisition of EMS include the satisfaction of closing
conditions for the acquisition, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act and the tender of the requisite number
of the outstanding shares of EMS common stock, the possibility that the acquisition will not be completed, or if it is completed that it will not close
within the anticipated time period, or that any anticipated benefits of the acquisition to Honeywell will not be realized.

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