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Registration No. 333-52536
As filed with the Securities and Exchange Commission on December 22, 2000.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/POS
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
141 Spring Street, Lexington, Massachusetts 02421
(Address of Principal Executive Offices)
Raytheon Savings and Investment Plan
Raytheon Excess Savings Plan
Raytheon Deferred Compensation Plan
(Full title of the plans)
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
---------- ------------ ---------------- ------------------- -------------
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering Price Aggregate Offering Registration
to be Per Share* Registration Price* Fee
Registered
---------- ------------ ---------------- ------------------- -------------
Class B 45,000,000 $29.85 $1,343,250,000 $335,812.50
Common
Stock,
$0.01 par
value per
share
---------- ------------ ---------------- ------------------- -------------
* 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 plans 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 Class B Common Stock as reported on the New York Stock Exchange on
December 20, 2000.
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate number of interests to
be offered pursuant to the employee benefit plans described in Form S-8 filed
June 5, 1998, as amended by Post-Effective Amendment No. 1 thereto.
EXPLANATORY NOTE
This Registration Statement on Form S-8 was originally filed by
Raytheon Company, a Delaware corporation (the "Company" or "Registrant")on
December 22, 2000. For reasons unknown to both the Registrant and the Securities
and Exchange Commisson Staff, the complete text of this Registration Statement
does not appear on EDGAR. The Registrant is, therefore, re-submitting this
Registration Statement so that a complete copy may be made available on EDGAR.
This Registration Statement on Form S-8 is filed by the Registrant in
connection with the registration of 45,000,000 shares of Class B Common Stock,
$0.01 par value per share of the Company ("Common Stock"), which are in addition
to the 1,000,000 shares of Common Stock which were registered on the Company's
Form S-8 filed on June 5, 1998 (File No. 333-56117), as amended by
Post-Effective Amendment No. 1 thereto (collectively, the "Prior Registration
Statement"). Pursuant to General Instruction E of Form S-8, the contents of the
Prior Registration Statement, to the extent relating to the registration of
shares of Common Stock and except as otherwise set forth in this Registration
Statement, are incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the SEC by the Company and the Plans
are hereby incorporated by reference in this Registration Statement:
(1) The Company's Quarterly Reports on Form 10-Q and for the fiscal quarters
ended April 2, 2000, July 2, 2000, as amended by Form 10-Q/A filed with the
SEC on August 17, 2000, and October 1, 2000;
(2) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, as amended by Form 10-K/A filed with the SEC on June 27, 2000;
and
(3) The description of the Company's Class B Common Stock set forth in the
Company's registration statement on Form 8-A dated December 11, 1997 and
Form 8A/A dated December 17, 1997.
In addition, all documents subsequently filed by the Registrant and the
Plans 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.
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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 Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997, is hereby incorporated by reference.*
4.2 Raytheon Company Amended and Restated By-Laws, heretofore filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, are hereby incorporated by reference.*
4.3 Raytheon Savings and Investment Plan.*+
4.4 Raytheon Savings and Investment Plan for Specified Hourly Payroll
Employees.*+
4.5 Raytheon Employee Savings and Investment Plan.*+
4.6 Raytheon Savings and Investment Plan for Specified Puerto Rico Employees.*+
4.7 E-Systems Employee Savings Plan.*+
4.8 Raytheon TI Systems Savings Plan.*+
4.9 Raytheon Salaried Savings and Investment Plan.*+
4.10 Raytheon California Hourly Savings and Investment Plan.*+
4.11 Raytheon Tucson Bargaining Savings and Investment Plan.*+
4.12 Raytheon Savings and Investment Plan (10014).*+
4.13 Raytheon Excess Savings Plan.*
4.14 Raytheon Deferred Compensation Plan.*
5.1 Opinion of John W. Kapples, Esq. as to the legality of the securities being
registered.
5.2 Internal Revenue Service determination letter in respect of the Raytheon
Savings and Investment Plan.*
5.3 Internal Revenue Service determination letter in respect of the Raytheon
Savings and Investment Plan for Specified Hourly Payroll Employees.*
5.4 Internal Revenue Service determination letter in respect of the Raytheon
Employee Savings and Investment Plan.*
5.5 Internal Revenue Service determination letter in respect of the E-Systems
Employee Savings Plan.*
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5.6 An undertaking that the Registrant will submit the Raytheon Salaried
Savings and Investment Plan, Raytheon California Hourly Savings and
Investment Plan, Raytheon Tucson Bargaining Savings and Investment Plan and
Raytheon Savings and Investment Plan (10014) to the Internal Revenue
Service in a timely manner and will make all changes required by the
Internal Revenue Service in order to qualify such plans.*
23.1 Consent of John W. Kapples, Esq. (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers L.L.P.
24 Power of Attorney (included on the signature page of the Registration
Statement).
* Filed with the Prior Registration Statement.
+ Exhibits 4.3 through 4.12 have been consolidated into the Raytheon Savings
and Investment Plan since the filing of the Prior 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
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
By: /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.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on June 27, 2001 by the
following persons in the capacities and on the dates indicated.
Signature Title
/s/ Daniel P. Burnham Chairman of the Board of Directors
Daniel P. Burnham and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Franklyn A. Caine Senior Vice President and*
Franklyn A. Caine Chief Financial Officer
(Principal Financial Officer)
/s/ Edward S. Pliner Vice President and Corporate Controller*
Edward S. Pliner (Principal Accounting Officer)
/s/ Barbara M. Barrett Director
Barbara M. Barrett
/s/ Ferdinand Colloredo-Mansfeld Director
Ferdinand Colloredo-Mansfeld
/s/ John M. Deutch Director
John M. Deutch
/s/ Thomas E. Everhart Director
Thomas E. Everhart
/s/ John R. Galvin Director
John R. Galvin
Director
L. Dennis Kozlowski
/s/ Henrique de Campos Meirelles Director
Henrique de Campos Meirelles
/s/ Frederic M. Poses Director
Frederic M. Poses
/s/ Warren B. Rudman Director
Warren B. Rudman
/s/ Michael C. Ruettgers Director
Michael C. Ruettgers
/s/ William R. Spivey Director
William R. Spivey
/s/ Alfred M. Zeien Director
Alfred M. Zeien
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Exhibit Index
Exhibit No. Description of Documents
4.1 Raytheon Company Restated Certificate of Incorporation, heretofore filed as
an exhibit to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997, is hereby incorporated by reference.*
4.2 Raytheon Company Amended and Restated By-Laws, heretofore filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, are hereby incorporated by reference.*
4.3 Raytheon Savings and Investment Plan.*+
4.4 Raytheon Savings and Investment Plan for Specified Hourly Payroll
Employees.*+
4.5 Raytheon Employee Savings and Investment Plan.*+
4.6 Raytheon Savings and Investment Plan for Specified Puerto Rico Employees.*+
4.7 E-Systems Employee Savings Plan.*+
4.8 Raytheon TI Systems Savings Plan.*+
4.9 Raytheon Salaried Savings and Investment Plan.*+
4.10 Raytheon California Hourly Savings and Investment Plan.*+
4.11 Raytheon Tucson Bargaining Savings and Investment Plan.*+
4.12 Raytheon Savings and Investment Plan (10014).*+
4.13 Raytheon Excess Savings Plan.*
4.14 Raytheon Deferred Compensation Plan.*
5.1 Opinion of John W. Kapples, Esq. as to the legality of the securities
being registered.
5.2 Internal Revenue Service determination letter in respect of the Raytheon
Savings and Investment Plan.*
5.3 Internal Revenue Service determination letter in respect of the Raytheon
Savings and Investment Plan for Specified Hourly Payroll Employees.*
5.4 Internal Revenue Service determination letter in respect of the Raytheon
Employee Savings and Investment Plan.*
5.5 Internal Revenue Service determination letter in respect of the E-Systems
Employee Savings Plan.*
5.6 An undertaking that the Registrant will submit the Raytheon Salaried
Savings and Investment Plan, Raytheon California Hourly Savings and
Investment Plan, Raytheon Tucson Bargaining Savings and Investment Plan and
Raytheon Savings and Investment Plan (10014) to the Internal Revenue
Service in a timely manner and will make all changes required by the
Internal Revenue Service in order to qualify such plans.*
23.1 Consent of John W. Kapples, Esq. (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers L.L.P.
24 Power of Attorney (included on the signature page of the Registration
Statement).
* Filed with the Prior Registration Statement.
+ Exhibits 4.3 through 4.12 have been consolidated into the Raytheon Savings
and Investment Plan since the filing of the Prior Registration Statement.