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Registration No. 333-
As filed with the Securities and Exchange Commission on May 30, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAYTHEON COMPANY
(Exact name of issuer as specified in its charter)
Delaware 04-1760395
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
141 Spring Street, Lexington, Massachusetts 02173
(Address of Principal Executive Offices) (Zip Code)
1997 Nonemployee Directors Restricted Stock Plan
(Full title of the plan)
Thomas D. Hyde, Vice President and General Counsel
Raytheon Company
141 Spring Street
Lexington, Massachusetts 02173
(617) 862-6600
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Amount of
securities registered maximum maximum registration
to be offering aggregate fee
registered price per offering
share* price*
- ------------------------------------------------------------------------------
Common Stock, 100,000 $47.4375* $4,743,750* $1,437.50
$1.00 par value shares
per share
- -------------------------------------------------------------------------------
- ---------------
* This estimate is made pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. It is not known how many shares will be
purchased under the plan or at what price such shares will be purchased. The
above calculation is based on the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on May 28,
1997.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed by Raytheon Company (the "Registrant")
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement: (1) the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (2) the
Registrant's Quarterly Report on Form 10-Q for the period ended March 30, 1997;
(3) the Registrant's Current Report on Form 8-K dated January 6, 1997; (4) the
Registrant's Current Report on Form 8-K dated January 17, 1997; (5) the
Registrant's Current Report on Form 8-K dated May 23, 1997; (6) all reports
previously filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996; and (7) the description of the Common
Stock contained in the Registrant's registration statement filed with the SEC
under Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document or portion thereof which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts or Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
reads as follows:
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"(a) A corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication or liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
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majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith an in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this section.
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(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees.)"
Article 7 of the Registrant's Bylaws provides as follows:
"Section 7.1. Litigation Brought By Third Parties. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, formal or informal
(other than an action by or in the right of the Corporation) (an "Action") by
reason of the fact that he or she is or was a director or officer of the
Corporation (a "Corporate Person"), or is or was serving at the request of the
Corporation as a director, officer, employee, agent, partner, trustee or member
or in another authorized capacity (collectively, an "Authorized Capacity") of or
for another corporation, unincorporated association, business trust,
partnership, joint venture, employee benefit plan, individual or other legal
entity, whether or not organized or formed for profit (collectively, "Another
Entity"), against expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such Action ("Expenses") if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any Action by judgment, order, settlement,
conviction, or upon a plea or nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe his or her conduct was unlawful.
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Section 7.2. Litigation by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any Action by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a Corporate
Person, or is or was serving at the request of the Corporation in any Authorized
Capacity of or for Another Entity against Expenses actually and reasonably
incurred by him or her in connection with the defense or settlement of such
Action if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to misconduct in the performance of his or her duty to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such Action was pending shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of equity or other court
shall deem proper.
Section 7.3. Successful Defense. To the extent that a person who is or
was a Corporate Person or who is or was serving in an Authorized Capacity of or
for Another Entity at the request of the Corporation and has been successful on
the merits or otherwise in defense of any Action referred to in Section 7.1 or
7.2 of this Article, or in defense of any claim, issue or matter therein, he or
she shall be indemnified against Expenses actually and reasonably incurred by
him or her in connection therewith.
Section 7.4. Determination of Conduct. Any indemnification under
Section 7.1 or 7.2 of this Article (unless ordered by a court) shall be made by
the Corporation only upon a determination that indemnification of the person is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in said Sections 7.1 or 7.2. Such determination shall be made
(a) by the Board of Directors by a majority vote consisting of directors not at
the time parties to such action, suit or proceeding, even though less than a
quorum, or (b) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (c) by the stockholders.
Section 7.5. Advance Payment. The Corporation shall advance Expenses
reasonably incurred by any Corporate Person in any Action in advance of the
final disposition thereof upon the undertaking of such party to repay the
advance unless it is ultimately determined that such party is entitled to
indemnification hereunder, if (a) the indemnitee furnishes the Corporation a
written affirmation of his or her good faith belief that he or she has satisfied
the standard of conduct in Section 7.1 or 7.2 and (b) a determination is made by
those making the decision pursuant to Section 7.4 that the facts then known
would not preclude indemnification under these By-Laws.
Section 7.6. By-Law Not Exclusive. The indemnification provided by this
Article 7 shall not be deemed exclusive of any other rights to which any person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee, agent or participant and shall inure to the benefit of the heirs,
executors and administrators of such a person.
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Section 7.7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Corporate Person or is or was
serving at the request of the Corporation in an Authorized Capacity of or for
Another Entity against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article or the General
Corporation Law of the State of Delaware.
Section 7.8. Further Indemnification. The Chairman may grant to any
employee or agent of the Corporation or its affiliates rights to indemnification
and to be paid expenses incurred in defending any proceeding in advance of its
final disposition.
Section 7.9. Definition of Corporation. For purposes of this Article 7,
references to "the Corporation" shall include, in addition to the surviving or
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article 7 with respect to the surviving or resulting corporation as he
or she would have with respect to such constituent corporation if its separate
existence had continued.
Section 7.10. Change in Law. Notwithstanding the foregoing provisions
of Article 7, the Corporation shall indemnify any person who is or was a
Corporate Person or is or was serving at the request of the Corporation in an
Authorized Capacity of or for Another Entity to the full extent permitted by the
General Corporation Law of the State of Delaware or by any other applicable law,
as may from time to time be in effect.
Section 7.11. Jurisdiction in Court of Chancery. The Delaware Court of
Chancery is hereby vested with exclusive jurisdiction to hear and determine all
actions for advancement of expenses or indemnification brought under Section
145, Chapter 1, Title 8, Delaware Code or these By-Laws or under any agreement,
vote of stockholders or disinterested directors, or otherwise. The Delaware
Court of Chancery may summarily determine the Corporation's obligation to
advance Expenses."
Subparagraph 11 of Article Ninth of Registrant's Restated Certificate
of Incorporation provides as follows:
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"No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware Corporation Law hereafter is amended
to authorize, with the approval of the Corporation's stockholders, further
reductions in the liability of a Corporation's directors for breach of fiduciary
duty, then a director of the Corporation shall not be liable for any such breach
to the fullest extent permitted by the Delaware Corporation Law as so amended.
No amendment to alter or repeal this subparagraph 11 shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment."
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are part of this Registration Statement:
4.1 Raytheon Company Restated Certificate of
Incorporation, as amended through September 27, 1995,
heretofore filed as an exhibit to Raytheon's Form
10-Q for the quarter ended October 1, 1995, is hereby
incorporated by reference.
4.2 Raytheon Company Amended and Restated By-Laws, heretofore
filed as an exhibit to Raytheon's Form 10-Q for the quarter
ended October 1, 1995, are hereby incorporated by reference.
4.3 Raytheon Company 1997 Nonemployee Directors Restricted Stock
Plan.
5 Opinion of John W. Kapples as to the legality of the
securities being registered.
23.1 Consent of John W. Kapples (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature pages of the
Registration Statement).
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Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that
remain unsold at the termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of Securities Exchange Act of 1934) that is incorporated
by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lexington, Commonwealth of Massachusetts, on
this 28th day of May 1997.
RAYTHEON COMPANY
By: /s/ Christoph L. Hoffmann
Christoph L. Hoffmann
Executive Vice President, Law
and Corporate Administration and
Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Peter R.
D'Angelo and Christoph L. Hoffmann, and each of them singly, acting alone and
without the other, his/her true and lawful attorney-in-fact with the authority
to execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this Registration Statement on Form S-8 necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such other changes in
the Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Dennis J. Picard Chairman of the Board of May 28, 1997
Dennis J. Picard Directors and Chief Executive
Officer (Principal Executive
Officer) and Director
/s/ Peter R. D'Angelo Vice President, Chief Financial May 28, 1997
Peter R. D'Angelo Officer and Controller
(Principal Financial Officer)
/s/ Michele C. Heid Vice President - Corporate May 28, 1997
Michele C. Heid Controller and Investor Relations
(Principal Accounting Officer)
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/s/ Charles F. Adams Director May 28, 1997
Charles F. Adams
/s/ Francis H. Burr Director May 28, 1997
Francis H. Burr
/s/ Ferdinand Colloredo-Mansfeld Director May 28, 1997
Ferdinand Colloredo-Mansfeld
/s/ Theodore L. Eliot, Jr. Director May 28, 1997
Theodore L. Eliot, Jr.
/s/ John R. Galvin Director May 28, 1997
John R. Galvin
/s/ Barbara B. Hauptfuhrer Director May 28, 1997
Barbara B. Hauptfuhrer
/s/ Richard D. Hill Director May 28, 1997
Richard D. Hill
/s/ L. Dennis Kozlowski Director May 28, 1997
L. Dennis Kozlowski
/s/ James N. Land, Jr. Director May 28, 1997
James N. Land, Jr.
/s/ A. Lowell Lawson Director May 28, 1997
A. Lowell Lawson
/s/ Thomas L. Phillips Director May 28, 1997
Thomas L. Phillips
/s/ Warren B. Rudman Director May 28, 1997
Warren B. Rudman
/s/ Joseph J. Sisco Director May 28, 1997
Joseph J. Sisco
/s/ Alfred M. Zeien Director May 28, 1997
Alfred M. Zeien
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Exhibit Index
Exhibit No. Description of Documents
4.3 Raytheon Company 1997 Nonemployee Directors Restricted
Stock Plan
5 Opinion of John W. Kapples as to the legality of the
securities being registered.
23.1 Consent of John W. Kapples (included in Exhibit 5).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on the signature pages of the
Registration Statement).
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EXHIBIT 4.3
RAYTHEON COMPANY
1997 NONEMPLOYEE DIRECTORS RESTRICTED STOCK PLAN
Effective November 26, 1996
1. DEFINITIONS
The following terms shall have the following meanings unless the
context indicates otherwise:
1.1 "Board" shall mean the Board of Directors of the Company.
1.2 "Change in Control" shall mean (a) the time of approval by the
shareholders of the Company of (i) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of Common Stock would be converted into cash, securities or other
property, other than a merger in which the holders of Common Stock immediately
prior to the merger will have the same proportionate ownership of Common Stock
of the surviving corporation immediately after the merger, (ii) any sale, lease,
exchange, or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Company, or (iii)
adoption of any plan or proposal for the liquidation or dissolution of the
Company; or (b) the date on which any "person" (as defined in Section 13(d) of
the Exchange Act), other than the Company or a Subsidiary or employee benefit
plan or trust maintained by the Company or any of its Subsidiaries, shall become
(together with its "affiliates" and "associates," as defined in Rule 12b-2 under
the Exchange Act) the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) directly or indirectly, of more than 25% of the Common Stock
outstanding at the time, without the prior approval of the Board.
1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
1.4 "Committee" shall mean the Compensation Committee of the Board, or
such other Board committee as may be designated by the Board to administer the
Plan; provided, however, that such committee shall be composed solely of two or
more directors each of whom qualifies as a "nonemployee director" (as defined in
Rule 16b-3 under the Exchange Act).
1.5 "Common Stock" shall mean the Common Stock, $1.00 par value per
share, of the Company.
1.6 "Company" shall mean Raytheon Company or any company successor
thereto by merger, consolidation or reorganization.
1.7 "Director" shall mean a member of the Board.
1.8 "Effective Date" shall mean November 26, 1996.
1.9 "Eligible Director" shall mean a Director of the Company who is
not at the relevant time an Employee.
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1.10 "Employee" shall mean a salaried employee (as described in
Treasury Regulation Section 1.421-7(h)) of the Company or any Subsidiary.
1.11 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, including applicable regulations thereunder.
1.12 "Participant" shall mean any Eligible Director to whom a Stock
Award has been granted by the Committee under the Plan.
1.13 "Plan" shall mean the Raytheon Company 1997 Nonemployee Directors
Restricted Stock Plan.
1.14 "Stock Award" shall mean the grant by the Company to an Eligible
Director of Common Stock pursuant to Section 6 below.
1.15 "Stock Award Agreement" shall mean a written agreement between the
Company and the Participant that establishes the terms, conditions, restrictions
and/or limitations applicable to a Stock Award in addition to those established
by this Plan and by the Committee's exercise of its administrative powers.
1.16 "Subsidiary" shall mean a corporation, business trust or similar
incorporated or unincorporated entity of which the Company directly or
indirectly owns more than 50% of the voting power or value.
1.17 "Treasury Regulation" shall mean the regulation promulgated
under the Code by the United States Department of the Treasury, as amended from
time to time.
1.18 "Vesting Date" shall mean the vesting date specified in accordanc
with Section 6.6 below.
2. PURPOSE AND TERM OF PLAN
2.1 Purpose. The purpose of the Plan is to further the growth,
development and financial success of the Company by enabling it to attract and
retain nonemployee directors of outstanding ability and, by providing
nonemployee directors the opportunity to become owners in Common Stock, to more
closely align the interests of the Company's directors with that of its
shareholders.
2.2 Term. The plan shall become effective as of the Effective Date, and
shall terminate on the day which precedes the 10th anniversary of the Effective
Date, unless terminated earlier by the Board pursuant to Section 8.1 below.
3. ELIGIBILITY
3.1 Eligibility. All Eligible Directors shall participate in the
Plan as of the Effective Date.
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4. ADMINISTRATION
4.1 Responsibility. The Committee shall have the responsibility to
control, operate, manage and administer the Plan in accordance with its terms.
4.2 Authority of the Committee. The Committee shall have all the
discretionary authority that may be necessary or helpful to enable it to
discharge its responsibilities with respect to the Plan, including but not
limited to:
(1) to determine eligibility for participation in the Plan;
(2) to determine eligibility for and the number of shares of Common
Stock subject to a Stock Award granted under the Plan;
(3) to supply any omission;
(4) to issue administrative guidelines as an aid to administer the
Plan and make changes in such guidelines as it from time to time deems proper;
(5) to make rules for carrying out and administering the Plan and
make changes in such rules as it from time to time deems proper;
(6) to the extent permitted under the Plan, grant waivers of Plan
terms, conditions, restrictions, and limitations;
(7) to accelerate the transferability of any Stock Award when such
action or actions would be in the best interest of the Company; and
(8) to take any and all other actions it deems necessary or advisable
for the proper operation or administration of the Plan.
4.3 Action by the Committee. The Committee shall act in accordance with
the By-laws of the Company and with such authority as may be granted by the
Board. In addition, the Committee may authorize any one or more of its members
to execute and deliver documents on behalf of the Committee.
4.4 Delegation of Authority. The Committee may delegate some or all of
its authority under the Plan to any person or persons; provided, however, that
any such delegation shall be in writing.
5. SHARES SUBJECT TO PLAN
5.1 Available Shares. The aggregate number of shares of Common Stock
which shall be available for grants of Stock Awards under the Plan during its
term shall be 100,000. Such shares of Common Stock available for issuance under
the Plan may be either authorized but unissued shares, shares of issued stock
held in the Company's treasury, or both, at the discretion of the Company, and
subject to any adjustments made in accordance with Section 5.2 below. Any Stock
Awards which terminate by expiration, forfeiture, cancellation or otherwise
without the issuance of such shares shall again be available for grants of Stock
Awards under the Plan. The number of shares of Common Stock available for
issuance under the Plan shall not be reduced to reflect any dividends or
dividend equivalents that are reinvested into additional shares of Common Stock.
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4
5.2 Adjustment to Shares. If there is any change in the number of
outstanding shares of Common Stock through the declaration of stock dividends,
stock splits or the like, the number of shares of Common Stock (i) available for
grants of Stock Awards under Section 5.1 above, and (ii) underlying outstanding
grants of Stock Awards, shall be automatically adjusted. If there is any change
in the number of outstanding shares of Common Stock through any change in the
capital account of the Company, or through a merger, consolidation, separation
(including a spin-off or other distribution of stock or property),
reorganization (whether or not such reorganization comes within the meaning of
such term in Code Section 368(a)) or partial or complete liquidation, the
Committee shall make (i) appropriate adjustments in the number of shares of
Common Stock which may be issued under the Plan and (ii) any other adjustments
and/or modifications to outstanding Stock Awards as it deems appropriate. In the
event of any other change in the capital structure or in the Common Stock, the
Committee shall also be authorized to make such appropriate adjustments in the
number of shares of Common Stock available for issuance under the Plan and any
other adjustments and/or modifications to outstanding Stock Awards as it deems
appropriate.
6. STOCK AWARDS
6.1 In General. The Committee is authorized to grant Stock Awards
to Eligible Directors on or after the Effective Date. Stock Awards in any
given calendar year need not be equal in amount as to all Eligible Directors.
6.2 Terms and Conditions of Stock Awards. Stock Awards shall be subject
to such terms, conditions, restrictions and/or limitations, if any, as the
Committee deems appropriate, including, but not limited to, restrictions on
transferability and continued service as a member of the Board; provided,
however, that such terms, conditions, restrictions and/or limitations are not
inconsistent with the Plan. The Committee may accelerate the date a Stock Award
becomes transferable under such circumstances as it deems appropriate.
6.3 Stock Award Agreement. Any Stock Award granted under the Plan
shall be evidenced by a Stock Award Agreement which shall be signed by the
Committee and the Participant.
6.4 Rights as Shareholders. Notwithstanding any term, condition,
restriction and/or limitation with respect to a Stock Award granted under the
Plan but subject to the restrictions of Section 6.5 below, an Eligible Director
who has been granted a Stock Award shall be entitled to all of the rights of a
shareholder with respect to the shares underlying the Stock Award from the date
of grant, including voting rights and the rights to receive dividends and other
distributions. All shares of Common Stock or other securities paid on a Stock
Award shall be held by the Company and shall be subject to the same restrictions
as the Stock Award to which they relate.
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5
6.5 Automatic Restrictions. Unless otherwise provided by the Committee
in the Stock Award Agreement, each Stock Award shall be subject to a restriction
on transferability until the Vesting Date. During the period commencing on the
date of grant and ending on the Vesting Date, or unless and until the provisions
of the Plan relating to removal of restrictions have been satisfied, the shares
underlying the Stock Award may not be sold, assigned, pledged, encumbered,
hypothecated or transferred.
6.6 Vesting Date. Unless otherwise provided by the Committee in the
Stock Award Agreement and subject to Section 6.7 below, the Vesting Date for all
shares underlying Stock Awards granted to an Eligible Director shall be the date
of the Annual Meeting of Shareholders of the Company in the third calendar year
following the year of the Stock Award.
6.7 Removal of Restrictions. Unless otherwise provided in the Stock
Award Agreement, the restrictions on the shares underlying Stock Awards shall be
removed and lapse upon the earlier of (i) the applicable Vesting Date or (ii)
upon the occurrence of the death of the Eligible Director or his or her ceasing
to be a Director following a Change in Control. The foregoing notwithstanding,
shares underlying Stock Awards shall remain subject to the restrictions on
transferability set forth in this Section 6 for at least six months following
the date of such grant.
6.8 Forfeiture. Except as otherwise provided in the Stock Award
Agreement, an Eligible Director's Stock Award shall be forfeited to the Company
upon the Eligible Director's termination of service on the Board prior to his or
her Vesting Date for any reason other than those set forth in Section 6.7 above.
7. ISSUANCE, POSSESSION AND DELIVERY OF STOCK AWARDS
7.1 Stock Certificate. Each Stock Award granted under the Plan shall be
evidenced by the issuance of a Common Stock certificate registered on the
transfer ledgers of the Company in the name of the Eligible Director who was
granted the Stock Award effective as of the date such Stock Award was granted to
the Eligible Director pursuant to the Plan. Each such certificate shall bear an
appropriate legend referring to the restrictions applicable to the Stock Award.
7.2 Retention of Stock Certificate by Company. Possession of any
certificates representing shares underlying a Stock Award shall be retained by
the Company for the benefit of each Eligible Director until the restrictions
thereon have lapsed and been removed in accordance with Section 6.7 above.
Thereupon, the Company shall promptly deliver the certificates for such shares
to the Eligible Director; provided, however, if ever any federal, state or local
income or employment tax is required to be withheld from such shares, such
certificates shall be delivered only after the Eligible Director has paid (or
made provision for the payment of) the requisite amount.
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6
7.3 Fractional Shares. The Company shall promptly pay to an
Eligible Director the cash equivalent of any fractional shares which would
otherwise be acquired by the Eligible Director under the terms of the Plan.
7.4 Compliance with Securities Laws. Notwithstanding anything contained
in the Plan to the contrary, the issuance or delivery of any such shares of
Stock may be postponed for such period as may be required to comply with any
applicable requirements of any national securities exchange or any requirements
under any other law or regulation applicable to the issuance or delivery of such
shares. The Company shall not be obligated to issue or deliver any such shares
if the issuance or delivery thereof shall constitute a violation of any
provision of any law or of any regulation of any governmental authority or any
national securities exchange.
8. MISCELLANEOUS
8.1 Amendment and Termination. The Board may suspend or terminate the
Plan at any time with or without prior notice. In addition, the Board may, from
time to time and with or without prior notice, amend the Plan in any manner;
provided, however, that no amendment of the Plan, without the approval of the
shareholders of the Company, shall increase (except as provided in Section 5.2
above) the number of shares of Common Stock available for Stock Awards under the
Plan. Termination or amendment of the Plan by the Board shall not adversely
affect any then-existing Stock Award Agreement without the Participant's prior
written consent.
8.2 Amendments to Stock Award Agreement. The Committee may at any time
amend in writing any Stock Award Agreement by mutual agreement between the
Committee and the Participant or such other persons as may then have an interest
therein.
8.3 Listing of Shares and Related Matters. If at any time the Committee
shall determine that the listing, registration or qualification of the shares of
Common Stock subject to any Stock Award on any securities exchange or under any
applicable law, or the consent or approval of any governmental regulatory
authority, is necessary or desirable as a condition of, or in connection with,
the granting of a Stock Award or the issuance of shares of Common Stock
thereunder, such Stock Award may not be granted unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
8.4 Governing Law. The Plan shall be governed by and construed
in accordance with the laws of the State of Delaware without reference to
principles of conflict of laws, except as superseded by applicable federal law.
8.5 No Right, Title, or Interest in Company Assets. A Participant shall
not have any rights as a shareholder in his or her name. To the extent any
person acquires a right to receive payments from the Company under the Plan,
such rights shall be no greater than the rights of an unsecured creditor of the
Company and the Participant shall not have any rights in or against any specific
assets of the Company.
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7
8.6 No Guarantee of Tax Consequences. No person connected with the Plan
in any capacity, including, but no limited to, the Company and any Subsidiary
and their directors, officers, agents and employees makes any representation,
commitment, or guarantee that any tax treatment, including, but not limited to,
federal, state and local income, estate and gift tax treatment, will be
applicable with respect to amounts deferred under the Plan, or paid to or for
the benefit of a Participant under the Plan, or that such tax treatment will
apply to or be available to a Participant on account of participation in the
Plan.
8.7 Other Benefits. No Stock Award granted under the Plan shall be
considered compensation for purposes of computing benefits under any retirement
plan for the Company or any Subsidiary nor affect any benefits or compensation
under any other benefit or compensation plan of the Company or any Subsidiary
now or subsequently in effect.
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EXHIBIT 5
[RAYTHEON LETTERHEAD]
Raytheon Company
141 Spring Street
Lexington, MA 02173
Re: Registration Statement on Form S-8 under the Securities Act of 1933,
as amended
Ladies and Gentlemen:
I am counsel to Raytheon Company, a Delaware corporation (the
"Company"), and as such have represented the Company in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
100,000 shares (the "Shares") of the common stock, $1.00 par value per share, of
the Company pursuant to a Registration Statement (the "Registration Statement")
on Form S-8, filed by the Company with the Securities and Exchange Commission on
May 30, 1997.
In connection with the opinions rendered hereby, I have reviewed the
corporate proceedings taken by the Company with respect to the authorization and
issuance of the Shares. I have also examined and relied upon originals or
copies, certified or otherwise authenticated to my satisfaction, of such
corporate records, documents, agreements and other instruments, and certificates
of officers of the Company as to certain factual matters, and have made such
investigation of law, and have discussed with officers and representatives of
the Company such questions of fact, as I have deemed necessary or appropriate to
enable me to express the opinions rendered hereby.
I have assumed without any investigation the genuineness of all
signatures, the conformity to the originals of all documents reviewed by me as
copies, the authenticity and completeness of all original documents reviewed by
me in original or copy form, and the legal competence of each individual
executing a document.
In rendering my opinions below, I have assumed, without investigation,
that the Company has received the consideration called for by the resolutions of
the Board of Directors of the Company authorizing the issuance of the Shares.
I have also assumed that the registration requirements of the Act and
all applicable requirements of state laws regulating the sale of securities will
have been duly satisfied.
This opinion is limited solely to the General Corporation Law of the
State of Delaware, as applied by courts located in Delaware.
Based upon the foregoing, I am of the opinion that the Shares are
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ John W. Kapples
John W. Kapples
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EXHIBIT 23.2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
Raytheon Company:
Our report on the consolidated financial statements of Raytheon Company and
Subsidiaries Consolidated has been incorporated by reference in this Form 10-K
from page 66 of the 1996 Annual Report to Stockholders of Raytheon Company. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedules listed in Item 14(a) of this Form
10-K. In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
represents fairly, in all material respects, the information required to be
included therein.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 20, 1997, except for the
information presented in Note R for
which the date is February 23, 1997
