UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

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 29, 2009

RAYTHEON COMPANY

(Exact name of registrant as specified in its charter)

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)

________________

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))
 

________________________________________________________________
 

Item 5.02.      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(d) Election of Director

On July 29, 2009, the Board of Directors of Raytheon Company elected Stephen J. Hadley as an independent director effective immediately with a term expiring at the annual meeting of stockholders in 2010. At the time of his election, the Board did not appoint Mr. Hadley to any of its standing committees. A copy of the Company’s press release issued on July 30, 2009 regarding Mr. Hadley’s election is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated herein by reference.

The election of Mr. Hadley was not pursuant to any arrangement or understanding between Mr. Hadley and any third party. As of the date of this report, neither Mr. Hadley nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K.
 

Mr. Hadley will be compensated consistent with the compensation programs for non-employee directors. Upon his election to the Board, he was awarded $110,000 of restricted stock pursuant to the 1997 Nonemployee Directors Stock Plan which stock is due to vest on the date of the 2010 annual meeting of stockholders.

Item 9.01. Financial Statements and Exhibits
 

(d) Exhibits

99.1      Press release issued by Raytheon Company dated July 30, 2009.

 

1

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.
  
  
                                   

 

 

 

 

 

                                   
  
  
  
  
  
  
  
  
  
 

 

 

EXHIBIT INDEX
 
 

Exhibit No.		Description
99.1		Press release issued by Raytheon Company dated July 30, 2009.

Exhibit 99.1

Raytheon Company
      Public Relations
     870 Winter Street
      Waltham, MA 02451
      http://www.raytheon.com

News release

For Immediate Release
 

Contact:

Kristin Hilf
(781) 522-5822
khilf@raytheon.com

Stephen J. Hadley elected to Raytheon Board of Directors

     WALTHAM, Mass., (July 30, 2009) – The Raytheon Company (NYSE: RTN) Board of Directors has elected Stephen J. Hadley as a director of the Company effective immediately.

Hadley, 62, is currently a Senior Advisor for International Affairs at the U.S. Institute of Peace. From 2005 to 2009, he served as Assistant to the President for National Security Affairs (National Security Advisor). During his tenure, Hadley served as the principal White House foreign policy advisor to President George W. Bush, directed the National Security Council staff and managed the interagency national security policy development and execution process.

“Steve’s deep understanding of national security matters and his broad experience with foreign policy and international issues will provide a valuable perspective to our Board,” said Raytheon Chairman and CEO William H. Swanson.

Prior to serving as the President’s National Security Advisor, Hadley served as Assistant to the President and Deputy National Security Advisor from 2001 to 2005. His distinguished career in public service also includes Presidential appointments as Assistant Secretary of Defense for International Security Policy (1989-1993) and Counsel to the Special Review Board established by President Reagan in 1987 to inquire into arms sales to Iran (the Tower Commission). Hadley is a former partner with the law firm of Shea and Gardner and a former principal of The Scowcroft Group, a strategic consulting firm.

Hadley received his Bachelor of Arts degree from Cornell University and his Juris Doctor degree from Yale Law School.

Raytheon Company, with 2008 sales of $23.2 billion, is a technology and innovation leader specializing in defense, homeland security and other government markets throughout the world. With a history of innovation spanning 87 years, Raytheon provides state-of-the-art electronics, mission systems integration and other capabilities in the areas of sensing; effects; and command, control, communications and intelligence systems, as well as a broad range of mission support services. With headquarters in Waltham, Mass., Raytheon employs 73,000 people worldwide.