SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 31, 2001
RAYTHEON COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-13699 95-1778500
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
141 Spring Street
Lexington, Massachusetts 02421
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (781) 862-6600
Item 5. Other Events.
On October 31, 2001, Raytheon Company (the "Company") closed a public
offering of 31,578,900 shares of its common stock, par value $0.01 per share
(the "Common Stock"), which includes Common Stock issued as a result of the
exercise of the over-allotment options granted to the underwriters in the
offering.
On April 6, 2001 the Company filed a registration statement (File No.
333-58474) on Form S-3, which amended its registration statement (File No.
333-82529) on Form S-3 (together, the "Registration Statements"), and related
base prospectus (the "Prospectus") registering, among other securities, the
Common Stock pursuant to Rule 415 under the Securities Act of 1933, as amended
(the "Act"), which was declared effective on April 13, 2001. On October 22, 2001
the Company filed a registration statement (File No. 333-71974) on Form S-3 to
register additional securities under the Registration Statements pursuant to
Rule 462(b) under the Act, which was declared automatically effective the same
day.
On October 22, 2001, the Company filed a preliminary prospectus
supplement for the Common Stock, dated October 22, 2001, which included the
Prospectus and on October 26, 2001, the Company filed a final prospectus
supplement for the Common Stock dated October 25, 2001, which also included the
Prospectus. In connection with this offering, the Company is filing certain
exhibits as part of this Form 8-K. See "Item 7. Exhibits."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements: None.
(b) Pro Forma Financial Information: None.
(c) Exhibits.
Exhibit No. Item
1.1 Form of Underwriting Agreement.
1.2 Terms Agreement, dated as of October 25, 2001, among
Raytheon Company and Credit Suisse First Boston Corporation
and Morgan Stanley & Co. Incorporated as representatives of
the several Underwriters (as defined therein) for the
purchase of the Common Stock.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: October 31, 2001
RAYTHEON COMPANY
By: /s/ John W. Kapples
Name: John W. Kapples
Title: Vice President and Secretary
EXHIBIT INDEX
Exhibit No. Item
1.1 Form of Underwriting Agreement.
1.2 Terms Agreement, dated as of October 25, 2001, among
Raytheon Company and Credit Suisse First Boston Corporation
and Morgan Stanley & Co. Incorporated as representatives of
the several Underwriters (as defined therein) for the
purchase of the Common Stock.