UNITED STATES
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): July 23, 2008
RAYTHEON COMPANY
(Exact name of registrant as specified in its charter)
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Delaware (State of Incorporation) |
1-13699 (Commission File Number) |
95-1778500 (IRS Employer Identification Number) |
870 Winter Street, Waltham, Massachusetts 02451
(Address of Principal Executive Offices) (Zip Code)
(781) 522-3000
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws |
On July 23, 2008, the Board of Directors of Raytheon Company approved an amendment to Section 2.7 (A) (1) of the Company’s By-Laws to clarify that the advance notice provisions set forth in Section 2.7 of the By-Laws are the exclusive means for a stockholder to make a director nomination or submit other business (other than matters properly brought under Rule 14a-8 of the federal proxy rules which contains its own procedural requirements) before an annual meeting of stockholders.
The foregoing description of the amendment to the Company’s By-Laws is qualified in its entirety by reference to the full text of the amendment to the By-Laws, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
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3.1 |
Amendment to the Raytheon Company Amended and Restated By-Laws |
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SIGNATURES
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.
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RAYTHEON COMPANY |
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Date: |
July 25, 2008 |
By: /s/ Jay B. Stephens |
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Jay B. Stephens |
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Senior Vice President, General Counsel |
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and Secretary |
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1 |
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Amendment to the Raytheon Company Amended and Restated By-Laws. |
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Exhibit 3.1
AMENDMENT
TO
AMENDED AND RESTATED BY-LAWS
OF
RAYTHEON COMPANY
Effective July 23, 2008
Section 2.7 (A) (1) of the Amended and Restated By-Laws of Raytheon Company is hereby amended in its entirety, with such amended section reading as follows:
“Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting pursuant to Section 2.4 of these By-Laws, (b) by or at the direction of the Board, or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this By-Law, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law; this clause (c) being the exclusive means for a stockholder to make a nomination or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and included in the Corporation’s notice of meeting) before an annual meeting of stockholders.”