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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): May 14, 2001
Raytheon Company
(Exact Name of Registrant as Specified in Charter)
Delaware 0-12591 95-1778500
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
141 Spring Street
Lexington, Massachusetts 02421
(Address of Principal Executive Offices) (Zip Code)
(781) 862-6600
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On May 14, 2001, Raytheon Company (the "Company") issued a press
release announcing the completion of the shareholder approved reclassification
of Raytheon Class A Common Stock and Raytheon Class B Common Stock into a single
class of new common stock. Raytheon also announced that it effected a 20 for 1
reverse split of its Class A Common Stock and its Class A Common Stock,
immediately followed by a 1 for 20 forward split of its Class A Common Stock and
its Class B Common Stock. A copy of the press release is attached as an exhibit
to this Form 8-K and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
(c) EXHIBIT DESCRIPTION
NO.------- -----------------------------------------------------
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99.1 Press Release dated May 14, 2001
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SIGNATURE
Pursuant to the requirements 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.
RAYTHEON COMPANY
By:/s/ John W. Kapples
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Name: John W. Kapples
Title: Vice President and Secretary
Date: May 14, 2001
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NO.------- -----------------------------------------------------
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99.1 Press Release dated May 14, 2001
Raytheon Company
[Raytheon Company logo] Corporate Communications
141 Spring Street
Lexington, MA 02421
http://www.raytheon.com
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact:
Amy Hosmer
781.860.2423
RAYTHEON COMPLETES RECLASSIFICATION OF CLASS A AND CLASS B SHARES AND
REVERSE-FORWARD STOCK SPLIT; TRADING UNDER NEW TICKER SYMBOL, RTN, EXPECTED TO
BEGIN ON MAY 15, 2001
LEXINGTON, Mass., (May 14, 2001) - Raytheon Company (NYSE: RTNA, RTNB)
announced today that it completed the reclassification of its Class A and Class
B common stock into a single class of new common stock. Trading in the new
common stock is expected to begin on May 15, 2001 on the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Exchange under the symbol
RTN.
Raytheon shareholders approved both the reclassification and a
reverse-forward stock split at the company's annual meeting on April 25, 2001.
Stockholders with share certificates representing Class A or Class B
common stock will need to complete and return a letter of transmittal along with
their share certificates, in order to receive their new common stock
certificates. Registered stockholders holding their shares in book entry form do
not need to take any action in connection with the reclassification.
Raytheon also completed a reverse stock split followed immediately by a
forward stock split of its common stock. As a result of this transaction,
Raytheon cashed-out stockholders who held fewer than 20 shares as of the close
of business on May 14, 2001. These stockholders will receive cash for any
fractional shares they held in such accounts after the reverse split.
The company has arranged for the sale of the shares formerly held by these
shareholders through an independent agent in open market transactions and will
distribute the proceeds to cashed-out shareholders. The transaction will have no
effect on stockholders holding 20 or more shares in their accounts prior to the
close of business on May 14, 2001. Raytheon expects significantly reduced
shareholder record-keeping and mailing expenses as a result of this transaction.
Registered stockholders holding their cashed-out shares in book entry
form do not need to take any action to receive their checks from the company.
Stockholders with share certificates representing their cashed-out stock will
need to complete and return a letter of transmittal along with their share
certificates to receive their checks. The company will begin mailing checks to
such stockholders after the completion of the sale of the shares.
With headquarters in Lexington, Mass., Raytheon Company is a global
technology leader in defense, government and commercial electronics, and
business and special mission aircraft.
Forward-looking statements:
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Certain statements made in this release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
regarding the company's future plans, objectives, and expected performance.
Specifically, statements that are not historical facts, including statements
accompanied by words such as "believe," "expect," "estimate," "intend," or
"plan" are intended to identify forward-looking statements and convey the
uncertainty of future events or outcomes. The company cautions readers that any
such forward-looking statements are based on assumptions that the company
believes are reasonable, but are subject to a wide range of risks, and actual
results may differ materially. Important factors that could cause actual results
to differ include, but are not limited to: risks associated with implementing
the reclassification and the reverse/forward stock split.
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