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Registration No.
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As filed with the Securities and Exchange Commission on June 29, 2001.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RAYTHEON COMPANY
(Exact name of issuer as specified in its charter)
DELAWARE 95-1778500
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
141 Spring Street, Lexington, Massachusetts 02421
(Address of Principal Executive Offices) (Zip Code)
Raytheon 2001 Stock Plan
(Full title of the plan)
THOMAS D. HYDE, ESQ.
Senior Vice President and General Counsel
RAYTHEON COMPANY
141 Spring Street
Lexington, Massachusetts 02421
(781) 862-6600
(Name and Address of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee
Price Per Offering
Share*
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Common Stock, 28,000,000 $27.60 $772,800,000 $193,200
$0.01 par shares
value per
share
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* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the plan or at what price such shares will be purchased. The
above calculation is based on the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
June 27, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the SEC by Raytheon Company (the
"Registrant") are hereby incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(2) All reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") since December 31, 2000 including the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 1, 2001 and the Registrant's Current
Reports on Forms 8-K and 8-K/A filed on April 11, 2001, April
20, 2001, April 27, 2001, May 3, 2001, May 7, 2001, May 10,
2001, May 15, 2001, and May 16, 2001; and
(3) The description of the Registrant's Common Stock set forth in
the Registrant's registration statement on Form 8-A filed on
May 1, 2001, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document or portion thereof which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts or Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") sets forth provisions permitting and, in some situations, requiring
Delaware corporations, such as the Registrant, to provide indemnification to
their directors and officers for losses and litigation expense incurred in
connection with their service to the corporation in those capacities.
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The Restated Certificate of Incorporation of Raytheon Company
provides that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent such exemption or limitation is prohibited
under the DGCL as it currently exists or as it may be amended in the future.
The Restated Certificate of Incorporation also provides that the
Registrant shall indemnify each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director or officer of the Registrant
or is or was serving at the request of the Registrant as a director or officer
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans (whether
the basis of such action, suit or proceeding is alleged action in an official
capacity as a director or officer or in any other capacity while serving as a
director or officer), to the fullest extent authorized by the DGCL as it
currently exists or as it may be amended in the future, against all expense,
liability and loss (including attorneys' fees, judgments, fines, payments in
settlement and excise taxes or penalties arising under the Employee Retirement
Income Security Act of 1974, as in effect from time to time) reasonably incurred
or suffered by such person. Such indemnification shall continue as to a person
who ceases to be a director or officer of the Registrant and shall inure to the
benefit of such person's heirs, executors and administrators. The Registrant
shall not be required to indemnify a person in connection with such action, suit
or proceeding initiated by such person if it was not authorized by the Board of
Directors except under limited circumstances.
The Restated Certificate of Incorporation also provides that the
Registrant shall pay the expenses of directors and officers incurred in
defending any such action, suit or proceeding in advance of its final
disposition; provided, however, that, if and to the extent that the DGCL
requires, the payment of expenses incurred by a director or officer in advance
of the final disposition of any action, suit or proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under the Restated Certificate of Incorporation
or otherwise. If a claim for indemnification or advancement of expenses by an
officer or director under the Restated Certificate of Incorporation is not paid
in full within 30 calendar days after a written claim therefor has been received
by the Registrant, the claimant may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled also to be
paid the expense of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any action, suit or proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to the
Registrant) that the claimant has not met the standard of conduct which makes it
permissible under the DGCL for the Company to indemnify the claimant for the
amount claimed. The Registrant shall have the burden of providing such defense.
Neither the failure of the Registrant to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
circumstances because the claimant has met the applicable standard of conduct
set forth in the DGCL, nor an actual determination by the Registrant that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct. The right to indemnification and the payment of expenses
conferred on any person by the Restated Certificate of Incorporation shall not
be exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation or the
Amended and Restated By-Laws of Raytheon Company, agreement, vote of
stockholders or disinterested directors or otherwise.
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Any repeal or modification of the provisions of the Restated
Certificate of Incorporation described herein by the stockholders of the
Registrant will not adversely affect any limitation on the personal liability of
directors for, or any rights of directors in respect of, any cause of action,
suit or claim accruing or arising prior to the repeal or modification.
The Restated Certificate of Incorporation also provides that the
Registrant may maintain insurance to protect itself and any director, officer,
employee or agent of the Registrant or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or loss,
whether or not the Registrant would have the power to indemnify such person
against such expense, liability or loss under the DGCL.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are part of this Registration Statement:
4.1 Raytheon Company Restated Certificate of Incorporation,
heretofore filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, is hereby
incorporated by reference.
4.2 Certificate of Amendment of Restated Certificate of Incorporation
of Raytheon Company.
4.3 Certificate of Amendment of Restated Certificate of Incorporation
of Raytheon Company.
4.4 Certificate of Amendment of Restated Certificate of Incorporation
of Raytheon Company.
4.5 Raytheon Company Amended and Restated By-Laws, heretofore filed
as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, are hereby incorporated by
reference.
4.6 Raytheon 2001 Stock Plan.
5.1 Opinion of John W. Kapples, Esq. as to the legality of the
securities being registered.
23.1 Consent of John W. Kapples, Esq. (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature page of the
Registration Statement).
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Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Lexington, Commonwealth of Massachusetts, on
this 27th day of June, 2001.
RAYTHEON COMPANY
/s/Thomas D. Hyde
Thomas D. Hyde
Senior Vice President and
General Counsel for the Registrant
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Franklyn A.
Caine, Richard A. Goglia and Thomas D. Hyde, and each of them singly, acting
alone and without another, his/her true and lawful attorney-in-fact with the
authority to execute in the name of each such person, and to file with the
Securities and Exchange Commission, together with any exhibits thereto and other
documents therewith, any and all (1) amendments (including without limitation
post-effective amendments) to this Registration Statement on Form S-8 or (2)
additional Registration Statements which may be filed pursuant to General
Instruction E to Form S-8 to register additional securities under the employee
benefit plans named herein, as may be necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments or additional Registration Statements may make
such other changes as the aforesaid attorney-in-fact executing the same deems
appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Daniel P. Burnham Chairman of the Board of June 27, 2001
Daniel P. Burnham Directors and Chief Executive
Officer (Principal Executive
Officer) and Director
/s/ Franklyn A. Caine Senior Vice President and Chief June 27, 2001
Franklyn A. Caine Financial Officer (Principal
Financial Officer)
/s/ Edward S. Pliner Vice President and Corporate June 27, 2001
Edward S. Pliner Controller (Principal Accounting
Officer)
/s/ Barbara M. Barrett Director June 27, 2001
Barbara M. Barrett
/s/ Ferdinand Colloredo-Mansfeld Director June 27, 2001
Ferdinand Colloredo-Mansfeld
/s/ John M. Deutch Director June 27, 2001
John M. Deutch
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/s/ Thomas E. Everhart Director June 27, 2001
Thomas E. Everhart
/s/ John R. Galvin Director June 27, 2001
John R. Galvin
Director June , 2001
L. Dennis Kozlowski
/s/ Henrique de Campos Meirelles Director June 27, 2001
Henrique de Campos Meirelles
/s/ Frederic M. Poses Director June 27, 2001
Frederic M. Poses
/s/ Warren B. Rudman Director June 27, 2001
Warren B. Rudman
/s/ Michael C. Ruettgers Director June 27, 2001
Michael C. Ruettgers
/s/ William R. Spivey Director June 27, 2001
William R. Spivey
/s/ Alfred M. Zeien Director June 27, 2001
Alfred M. Zeien
EXHIBIT LIST
The following exhibits are part of this Registration Statement:
4.1 Raytheon Company Restated Certificate of Incorporation,
heretofore filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, is hereby
incorporated by reference.
4.2 Certificate of Amendment of Restated Certificate of Incorporation
of Raytheon Company.
4.3 Certificate of Amendment of Restated Certificate of Incorporation
of Raytheon Company.
4.4 Certificate of Amendment of Restated Certificate of Incorporation
of Raytheon Company.
4.5 Raytheon Company Amended and Restated By-Laws, heretofore filed
as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, are hereby incorporated by
reference.
4.6 Raytheon 2001 Stock Plan.
5.1 Opinion of John W. Kapples, Esq. as to the legality of the
securities being registered.
23.1 Consent of John W. Kapples, Esq. (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature page of the