Registration Statement No. 333-38444 ================================================================================ 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 ------------------- Rockwell International Corporation (Exact name of registrant as specified in its charter) Delaware 25-1797617 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 777 East Wisconsin Avenue Suite 1400 Milwaukee, Wisconsin 53202 (Address of Principal (Zip Code) Executive Offices) ------------------- Rockwell International Corporation 2000 Long-Term Incentives Plan (Full title of the plan) ------------------- WILLIAM J. CALISE, JR. ESQ. Senior Vice President, General Counsel and Secretary Rockwell International Corporation 777 East Wisconsin Avenue, Suite 1400 Milwaukee, Wisconsin 53202 (Name and address of agent for service) (414) 212-5200 (Telephone number, including area code, of agent for service) ------------------- Copy to: PETER R. KOLYER, ESQ. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 (212) 408-5100 ================================================================================ ADDITION OF EXHIBIT Registrant by this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (Registration No. 333-38444) relating to the Rockwell International Corporation 2000 Long-Term Incentives Plan hereby adds, in lieu of the power of attorney incorporated by reference as Exhibit 24-a to the original Registration Statement, the power of attorney authorizing certain persons to sign the Registration Statement on behalf of certain directors and officers of Registrant filed as Exhibit 24-a. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. 24-a -- Power of Attorney authorizing certain persons to sign this registration statement on behalf of certain directors and officers of Rockwell. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 on Form S-8 (Registration No. 333-38444) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin on the 12th day of June, 2000. ROCKWELL INTERNATIONAL CORPORATION By /s/ William J. Calise, Jr. ---------------------------------------------- (William J. Calise, Jr., Senior Vice President, General Counsel and Secretary) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-38444) has been signed on the 12th day of June, 2000 by the following persons in the capacities indicated: Signature Title --------- ----- DON H. DAVIS, JR.* Chairman of the Board and Chief Executive Officer (principal executive officer) BETTY C. ALEWINE* Director GEORGE L. ARGYROS* Director DONALD R. BEALL* Director WILLIAM H. GRAY, III* Director WILLIAM T. MCCORMICK, JR.* Director JOHN D. NICHOLS* Director BRUCE M. ROCKWELL* Director ROBERT B. SHAPIRO* Director JOSEPH F. TOOT, JR.* Director W. MICHAEL BARNES* Senior Vice President, Finance & Planning and Chief Financial Officer (principal financial officer) WILLIAM E. SANDERS* Vice President and Controller (principal accounting officer) * By /s/ William J. Calise, Jr. ----------------------------------------- (William J. Calise, Jr., Attorney-in-fact)** ** By authority of the powers of attorney filed herewith. II-2 EXHIBIT INDEX Exhibit Number Page ------ ---- 24-a Power of Attorney authorizing certain persons to sign this registration statement on behalf of certain directors and officers of Rockwell.