<PAGE>
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HE HOLDINGS, INC. (To be renamed Raytheon Company)
(Exact name of registrant as specified in its charter)
Delaware 95-1778500
(State of incorporation or organization) (IRS Employer Identification No.)
c/o Raytheon Company, 141 Spring Street, Lexington, Massachusetts 02173
(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b)of the Exchange Act securities pursuant to Section )
and is effective pursuant to General 12(g of the Exchange Act and is
Instruction A.(c), please check effective pursuant to General
the following box. /x/ Instruction A.(d), please check
the following box. / /
Securities Act registration statement file 333-37223
number to which this form relates: ---------------
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Class A Common Stock, New York Stock Exchange
par value $.01 per share Chicago Stock Exchange
Pacific Exchange
Series A Junior Participating New York Stock Exchange
Preferred Stock purchase rights Chicago Stock Exchange
Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
The undersigned Registrant, HE Holdings, Inc., hereby amends and restates
the Registrant's Registration Statement on Form 8-A, filed with the Securities
and Exchange Commission on December 11, 1997, in order to delete all references
to the "Pacific Stock Exchange" and replace such references with the "Pacific
Exchange."
<PAGE>
2
Item 1. Description of Registrant's Securities To Be Registered.
Descriptions of the Class A common stock, par value $.01 per share
("Class A Common Stock") and the related Series A Junior Participating
Preferred Stock purchase rights ("Rights"), of the Registrant are set forth
under the captions "comparison of GM Class H Common Stock, New Class H Common
Stock and "Class A Common Stock" and "New Raytheon Capital Stock" in Chapter 6,
in the Prospectus which forms a part of the Registration Statement on Form
S-4 (Commission File No. 333-37223), as filed with the Securities and Exchange
Commission (the "Commission") on October 6, 1997, as amended by Amendments Nos.
1, 2, 3 and 4 on October 8, 1997, October 14, 1997, October 17, 1997 and
November 10, 1997, respectively (the "Class A Registration Statement"), which
description is incorporated herein by reference.
Item 2. Exhibits.
1. Registration Statement on Form S-4 (Commission File No.
333-37223), as filed with the Commission on October 6, 1997,
as amended by Amendments Nos. 1, 2, 3 and 4 on October 8,
1997, October 14, 1997, October 17, 1997 and November 10,
1997, respectively (incorporated herein by reference).
2. Registration Statement on Form S-4 (Commission File No.
33-39861), as filed with the Commission on November 10, 1997
(the "Class B Registration Statement") (incorporated herein
by reference).
3. Prospectus filed pursuant to Rule 424(b)(3)(Commission File
No. 333-39861), as filed with the Commission on November 12,
1997 (incorporated herein by reference).
4. Form of Amended and Restated Certificate of Incorporation of
HE Holdings, Inc.*
5. Form of Amended and Restated By-Laws of HE Holdings, Inc.
(filed as Exhibit 3(d) to the Class A Registration Statement
and incorporated herein by reference).
6. Form of Rights Agreement to be entered into by and between
HE Holdings, Inc. and State Street Bank and Trust Company.*
* Previously filed.
<PAGE>
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
HE HOLDINGS, INC.
/s/ J. L. Williamson
J. L. Williamson
Assistant Secretary
Date: December 16, 1997
