UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE

AMENDMENT NO. 2

TO

FORM S-8

Registration Statement

Under

The Securities Act of 1933

 

Illinois Tool Works Inc.

(Exact name of registrant as specified in its charter)

        

 

 

EXPLANATORY NOTE

Illinois Tool Works Inc. (the “Registrant”) filed a Registration Statement on Form S-8 on April 6, 1999 (File No. 333-75767) which registered 50,000 shares of common stock, par value $.01 per share (“Common Stock”), of the Registrant reserved for issuance pursuant to the Illinois Tool Works Inc. Non-Officer Directors’ Fee Conversion Plan (the “Fee Conversion Plan”).

On February 10, 2006, the Registrant’s Board of Directors approved, subject to stockholder approval, the incorporation by merger of the non-deferral provisions of the Fee Conversion Plan into the Illinois Tool Works Inc. 2006 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan was approved by the Registrant’s stockholders at its Annual Meeting of Stockholders on May 5, 2006.

On May 4, 2007, the Registrant’s Board of Directors authorized the filing of this Post-Effective Amendment No. 2 to the Registration Statement to deregister an aggregate of 38,544 shares of Common Stock previously reserved for issuance under the Fee Conversion Plan. All of the 38,544 shares deregistered by this Post-Effective Amendment No. 2 are concurrently being registered on a registration statement on Form S-8 for the Stock Incentive Plan.

 

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 a Post-Effective Amendment No. 2 to Form S-8 Registration Statement and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Glenview, State of Illinois, on August 10, 2007.

ILLINOIS TOOL WORKS INC.

By: /s/ James H. Wooten, Jr.

James H. Wooten, Jr.,

Senior Vice President, General Counsel &

Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 has been signed by the following persons in the capacities indicated on August 10, 2007.

 

 

William F. Aldinger

 

Michael J. Birck

 

Marvin D. Brailsford

 

Susan Crown

 

Don H. Davis, Jr.

 

Robert C. McCormack

 

Robert S. Morrison

 

James A. Skinner

 

Harold B. Smith

 

 

 

* Attorney-in-Fact, pursuant to Power of Attorney dated May 4, 2007.