As filed with the Securities and Exchange Commission on October 22, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RAYTHEON COMPANY Delaware 95-1778500
(Exact name of registrant as (State or other jurisdiction (I.R.S. Employer
specified in its charter) of incorporation or Identification No.)
organization)
141 Spring Street
Lexington, Massachusetts 02421
(781) 862-6600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Neal E. Minahan, Esq. Copy to:
Senior Vice President and General Counsel William J. Curry, Esq.
Raytheon Company Sullivan & Worcester LLP
141 Spring Street One Post Office Square
Lexington, Massachusetts 02421 Boston, MA 02109
(781) 862-6600 (617) 338-2800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ Registration Nos.
333-82529 and 333-58474.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed
Proposed Maximum
Title of Each Class of Amount Maximum Aggregate
Securities to be Registered to be Offering Price Offering Amount of
Registered(1) Per Security(1) Price(1)(2)(3)(4) Registration Fee (5)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock of Raytheon, par value $.01 per $175,937,500 $43,984.38
share
=================================================================================================================================
(1) Not required to be included in accordance with Rule 457(o).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial
offering price of all securities issued under this Registration
Statement exceed $175,937,500.
(3) The registrant has previously registered securities with a maximum
initial offering price of $3,000,000,000 pursuant to a Registration
Statement on Form S-3 (File No. 333-82529), as amended, and as further
amended by Registration Statement on Form S-3 (File No. 333-58474) (as
so amended, the "Shelf Registration"). As of the date of this
registration statement, the total initial offering price of securities
issued pursuant to the Shelf Registration was $2,120,312,500.
(4) The aggregate amount of Common Stock registered hereunder is limited to
that which is permissible under Rule 415(a)(4) under the Securities Act
of 1933, as amended. Each share of Common Stock includes one preferred
share purchase right. No separate consideration is payable for the
preferred share purchase rights.
(5) Calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act of 1933, as amended.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The registrant hereby incorporates by reference into this registration
statement the contents of the Registration Statement on Form S-3 (File No.
333-82529), as amended and supplemented, filed with the Securities and Exchange
Commission on April 9, 1999 and declared effective on March 8, 2000 and the
related Post-Effective Amendment No. 1 to Form S-3 Registration Statement (File
No. 333-58474) filed with the Securities and Exchange Commission on April 6,
2001 and declared effective on April 13, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Raytheon Company certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Lexington, The Commonwealth of Massachusetts, on
October 22, 2001.
RAYTHEON COMPANY
By: /s/ Neal E. Minahan
Name: Neal E. Minahan
Title: Senior Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-3 has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*
Daniel P. Burnham Chairman and Chief Executive October 22, 2001
Officer and Director
(Principal Executive Officer)
*
Franklyn A. Caine Senior Vice President and October 22, 2001
Chief Financial Officer
(Principal Financial Officer)
*
Edward S. Pliner Vice President and Corporate October 22, 2001
Controller (Principal
Accounting Officer)
*
Barbara M. Barrett Director October 22, 2001
*
Ferdinand Colloredo-Mansfeld Director October 22, 2001
*
John M. Deutch Director October 22, 2001
*
Thomas E. Everhart Director October 22, 2001
*
John R. Galvin Director October 22, 2001
*
L. Dennis Kozlowski Director October 22, 2001
*
Henrique de Campos Meirelles Director October 22, 2001
*
Dennis J. Picard Director October 22, 2001
*
Frederic M. Poses Director October 22, 2001
*
Warren B. Rudman Director October 22, 2001
*
Michael C. Ruettgers Director October 22, 2001
*
William R. Spivey Director October 22, 2001
*
Alfred M. Zeien Director October 22, 2001
* By: /s/ Richard A. Goglia
Name: Richard A. Goglia
ATTORNEY-IN-FACT PURSUANT TO THE
POWERS OF ATTORNEY PREVIOUSLY FILED.
EXHIBIT INDEX
5.1 Opinion of Neal E. Minahan, Esq.
23.1 Consent of Neal E. Minahan, Esq. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney of directors and officers signing this
registration statement are part of the signature pages to the
Shelf Registration.
EXHIBIT 5.1
October 22, 2001
Raytheon Company
141 Spring Street
Lexington, MA 02421
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Raytheon Company, a
Delaware Corporation (the "Company"), and am rendering this opinion in
connection with a registration statement on Form S-3 (the "Registration
Statement") to be filed today by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement relates to the proposed issuance
and sale pursuant to Rule 462(b) under the Securities Act of up to $175,937,500
aggregate initial offering price of the Company's common stock, $0.01 par value
per share (the "Common Stock").
As Senior Vice President and General Counsel of the Company, I have
examined and am familiar with the Restated Certificate of Incorporation of the
Company, as amended to date. I am also familiar with the corporate proceedings
taken by the Board of Directors of the Company to authorize the filing of the
Registration Statement and the issuance of the Common Stock.
In connection with this opinion, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate for the purpose of this opinion.
In connection with the foregoing, I have assumed: (i) the genuineness
of all signatures on all documents examined by me, (ii) the authenticity of all
documents submitted to me as originals and the conformity to the originals of
all documents submitted to me as copies, (iii) the Registration Statement, and
any amendments thereto (including post-effective amendments), will have become
effective under the Securities Act; (iv) a prospectus supplement will have been
filed with the Securities and Exchange Commission describing the Common Stock
offered thereby; (v) all shares of Common Stock will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
stated in the Registration Statement and the applicable prospectus supplement;
(vi) a definitive purchase, underwriting or similar agreement with respect to
any shares of Common Stock offered will have been duly authorized and validly
executed and delivered by the Company and the other parties thereto; and (vii)
there will be sufficient shares of Common Stock authorized under the Company's
Restated Certificate of Incorporation and not otherwise reserved for issuance.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.
2. The shares of Common Stock registered under the Registration
Statement, when duly authorized and issued for consideration having a value not
less than the par value thereof, will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the prospectus supplements and prospectuses constituting a part of
the Registration Statement. In giving such consent, I do not thereby concede
that I am within the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Neal E. Minahan
Neal E. Minahan
-2-
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 25, 2001, except for the
information in the second paragraph of Note B as to which the date is March 2,
2001 relating to the consolidated financial statements, which appears in the
2000 Annual Report to Shareholders, which is included in Exhibit 13 on Form 10-K
for the year ended December 31, 2000. We also consent to the incorporation by
reference of our report dated January 25, 2001 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
October 22, 2001