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Registration No. 33-
As filed with the Securities and Exchange Commission on March 7, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RAYTHEON COMPANY
(Exact name of issuer as specified in its charter)
DELAWARE 04-1760395
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
141 Spring Street, Lexington, Massachusetts 02173
(Address of Principal Executive Offices) (Zip Code)
DEFERRAL PLAN FOR DIRECTORS
(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 Proposed Proposed Maximum
Securities Amount Maximum Aggregate Offering Amount of
to be to be Offering Price Registration Price* Registration Fee
Registered Registered Per Share*
- ------------- ---------- -------------- ------------------- -----------------
Common Stock,
$1.00 par 54,868 $465.6875* $2,561,649.75* $776.26
value per shares
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 March 5,
1997.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of interests to be
offered pursuant to the employee benefit plan described herein.
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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, 1995; (2) the
Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 1996;
(3) the Registrant's Quarterly Report on Form 10-Q for the period ended June 30,
1996; (4) the Registrant's Quarterly Report on Form 10-Q for the period ended
September 29, 1996; (5) the Registrant's Current Report on Form 8-K, dated
January 6, 1997; (6) the Registrant's Current Report on Form 8-K dated January
17, 1997; (7) all reports previously filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1995; and (8) 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.
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Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
reads as follows:
"(a) A corporation may 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 he 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 him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his 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 he 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 his conduct was unlawful.
(b) A corporation may 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 he 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 him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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.
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(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
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.
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(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 and 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.
(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 obligations to advance expenses (including attorneys'
fees.)"
Article 7 of the Registrant's Amended and Restated Bylaws provides as
follows:
Each person who is or was a director or officer of the Corporation (and
the heirs, executors or administrators of such person) who is or was made a
party to, or is or was involved in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation or is or was serving at the request or for the benefit of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
shall be held harmless and indemnified by the Corporation against any expense,
liability or loss (including, without limitation, judgments, fines settlement
payments and the expense of legal counsel) incurred by such person in any such
capacity to the fullest extent permitted by applicable law. The right to
indemnification conferred in this Article shall also include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition to the fullest extent permitted by
applicable law. The Corporation may provide indemnification to other employees
and agents of the Corporation as may be authorized from time to time by the
Board of Directors to the fullest extent permitted by applicable law.
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The Corporation may purchase and maintain insurance, at its expense, to
protect itself and any person who is or was a director, officer, employee or
agent of the Corporation, or who is or was serving at the request or for the
benefit of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any expense, liability or loss incurred by such person in
any such capacity, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under applicable
law.
The rights and authority conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation or Bylaws of
the Corporation, agreement, vote of stockholders or disinterested directors or
otherwise.
Neither the amendment nor repeal of this Article nor the adoption of
any provision of the Certificate of Incorporation or Bylaws or of any statute
inconsistent with this Article shall eliminate or reduce the effect of this
Article in respect of any acts or omissions occurring prior to such amendment,
repeal or adoption of an inconsistent provision.
Subparagraph 11 of Article Ninth of Registrant's Amended and Restated
Certificate of Incorporation provides as follows:
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
amendment.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
The following exhibits are part of this Registration Statement:
4.1 Raytheon Company Amended and 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 Deferral Plan for Directors
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).
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
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(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.
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 Town of Lexington, Commonwealth of Massachusetts, on
this 22nd day of January 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.
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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 January 22, 1997
Dennis J. Picard Directors and Chief Executive
Officer (Principal Executive
Officer)and Director
/s/ Peter R. D'Angelo Executive Vice President, Chief January 22, 1997
Peter R. D'Angelo Financial Officer and Controller
(Principal Accounting Officer and
Principal Financial Officer)
/s/ Charles F. Adams Director January 22, 1997
Charles F. Adams
/s/ Francis H. Burr Director January 22, 1997
Francis H. Burr
/s/ Ferdinand Colloredo-Mansfeld Director January 22, 1997
Ferdinand Colloredo-Mansfeld
/s/ Theodore L. Eliot, Jr. Director January 22, 1997
Theodore L. Eliot, Jr.
/s/ John R. Galvin Director January 22, 1997
John R. Galvin
/s/ Barbara B. Hauptfuhrer Director January 22, 1997
Barbara B. Hauptfuhrer
/s/ Richard D. Hill Director January 22, 1997
Richard D. Hill
/s/ L. Dennis Kozlowski Director January 22, 1997
L. Dennis Kozlowski
/s/ James N. Land, Jr. Director January 22, 1997
James N. Land, Jr.
Director January , 1997
A. Lowell Lawson
/s/ Thomas L. Phillips Director January 22, 1997
Thomas L. Phillips
/s/ Warren B. Rudman Director January 22, 1997
Warren B. Rudman
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Signature Title Date
/s/ Joseph J. Sisco Director January 22, 1997
Joseph J. Sisco
/s/ Alfred M. Zeien Director January 22, 1997
Alfred M. Zeien
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Exhibit List
Exhibit No. Description of Documents
4.3 Raytheon Company Deferral Plan for Directors
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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RAYTHEON COMPANY
DEFERRAL PLAN FOR DIRECTORS
Adopted As of November 26, 1996
Raytheon Company (the "Company") has adopted this Deferral Plan for
Directors (the "New Plan"), effective November 26, 1996, to encourage persons of
outstanding ability to continue to serve on its Board of Directors so that their
advice may contribute to the Company's continued success. In particular, the
Company has both amended its Retirement Plan for Directors, as adopted November
1, 1992 (the "Old Plan"), so that directors may no longer accrue pensions
thereunder and, in order to more closely align the interests of directors of the
Company with that of its shareholders, has encouraged existing directors to
convert their accrued retirement benefits under the Old Plan into account
balances under the New Plan that are tied to the value of the Company's common
stock.
1. DEFINITIONS
1.1 "Accrued Pension" means the actuarially-determined present value of
the accrued and unpaid Retirement Benefit of a Director under the Retirement
Plan for Directors, whether or not such Retirement Benefit is currently vested
and as calculated by Hewitt Associates LLC as of the Effective Date, taking into
account the Director's age and such other assumptions as shall be reasonable and
uniformly applied to all Directors.
1.2 "Annual Retainer" means the retainer then in effect for service on
the Board, exclusive of fees for attendance at meetings and reimbursement for
travel and other expenses.
1.3 "Board" means the Board of Directors of the Company.
1.4 "Board Fees" means the amount of a participant's fees for attending
meetings of the Board and/or committees of the Board and/or for chairing any
such meetings.
1.5 "Change-of-Form Election" means the election by a participant under
Section 3.3(b) to change the form of distribution from his or her Deferred
Pension Account.
1.6 "Code" means the Internal Revenue Code of 1986, as amended,
or any successor statute.
1.7 "Committee" means the Compensation Committee of the Board, or such
other committee as may be designated by the Board to be responsible for
administering the Plan.
1.8 "Common Stock" means the common stock ($1.00 par value) of the
Company, including any shares into which it may be split, subdivided or
combined.
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1.9 "Company" means Raytheon Company or any company successor
thereto by merger, consolidation or reorganization.
1.10 "Date of Record" means January 1 and July 1 of each year or such
other date(s) as selected by the Committee for use in crediting Interest Returns
pursuant to Section 3.4(a).
1.11 "Deferral Election" means a Deferred Pension Election,
Deferred Retainer Election, and/or Deferred Fees Election.
1.12 "Deferred Cash Account" means the bookkeeping account established
under Section 3.5(b) on behalf of a participant, and includes any Interest
Return credited thereto pursuant to Section 3.4(a).
1.13 "Deferred Fees" means the participant's Board Fees that such
participant has elected to defer until his or her Retirement Date pursuant to an
election under Section 3.2(a).
1.14 "Deferred Fees and Retainer Account" means the bookkeeping account
established under Section 3.2 on behalf of a participant, and includes any
Interest Return credited thereto pursuant to Section 3.4(a).
1.15 "Deferred Fees Election" means the election by a participant under
Section 3.2(a) to defer until his or her Retirement Date receipt of his or her
Board Fees.
1.16 "Deferred Pension" means the participant's Accrued Pension that
such participant has elected to convert into a Common Stock balance pursuant to
an election under Section 3.1.
1.17 "Deferred Pension Account" means the bookkeeping Account
established under Section 3.1 on behalf of a participant, and includes any
Dividend Reinvestment Return credited thereto pursuant to Section 3.4(a).
1.18 "Deferred Pension Election" means the election by a participant
under Section 3.1 to convert all of his or her Accrued Pension into a Deferred
Pension Account under the Plan.
1.19 "Deferred Retainer" means the amount of a participant's Annual
Retainer that such participant has elected to defer until his or her Retirement
Date pursuant to an election under Section 3.2(a).
1.20 "Deferred Retainer Election" means the election by a participant
under Section 3.2(a) to defer until his or her Retirement Date receipt of some
or all of his or her Annual Retainer.
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1.21 "Determined Rate" means the rate determined by the Secretary of
the Treasury pursuant to Public Law 92-41; 85 Stat. 97 for use by the
Renegotiation Board in connection with excess profit recovery, in effect for the
six months immediately preceding each respective Date of Record; or, if no such
rate is in effect for the six months immediately preceding any Date of Record,
the "Determined Rate" shall mean a rate determined on a comparable basis
selected by the Committee so as to take into consideration from time to time
current private commercial rates of interest on new loans maturing in
approximately five years.
1.22 "Director" means a member of the Board at the relevant time.
1.23 "Dividend Reinvestment Return" means the amounts which are
credited to each participant's Deferred Stock Account pursuant to Section 3.4(b)
to reflect dividends declared and paid by the Company on its Common Stock.
1.24 "Effective Date" means the effective date of the Plan set
forth in Section 5.4.
1.25 "Interest Return" means the amounts which are credited from time
to time to each participant's Deferred Fees and Retainer Account and/or Deferred
Cash Account pursuant to Section 3.4(a).
1.26 "Modified Payment Election" means the election of a participant
under Section 3.3(a) to change the manner of the distribution of his or her
benefits under the Plan.
1.27 "NYSE" means The New York Stock Exchange.
1.28 "Payment Date" means the last day of any month during which the
Directors are paid any portion of the Annual Retainer.
1.29 "Payment Election" means the initial election of a participant
under Section 3.1 or 3.2 as to the form, manner and/or starting date for the
distribution of his or her benefit(s) under the Plan.
1.30 "Plan" means the Raytheon Company Deferral Plan for Directors,
as from time to time in effect.
1.31 "Retirement Date" means, as to any participant, the date of the
earliest of his or her retirement, permanent and total disability, death or
involuntary termination.
1.32 "Retirement Plan for Directors" means the Company Retirement Plan
for Directors as adopted November 1, 1992.
1.33 "Retirement Benefit" means the retirement benefit granted
to a Director under the Retirement Plan for Directors.
1.34 "Trust" means the Raytheon Company Directors Deferral Trust
established as of December 18, 1996, between the Company and Boston Safe Deposit
and Trust Company.
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2. PARTICIPATION
2.1 Participation in the Plan shall be limited to an individual who, as
of the Effective Date of the Plan and/or any subsequent first day of any
calendar quarter, is a Director.
2.2 The Committee may, consistent with Company policy, designate as
ineligible particular individuals or groups of individuals who otherwise would
be eligible under Section 2.1(a).
3. DEFERRAL ELECTIONS, ACCOUNTS AND DISTRIBUTIONS
3.1 Deferred Pension Election.
(a) Any participant, who has an Accrued Pension as of the Effective
Date, may make a single one-time election, on or before December 18, 1996, in
writing and on a form to be furnished by the Committee, to convert 100% of his
or her Accrued Pension into a Deferred Pension Account under the Plan. Once
made, a Deferred Pension Election cannot be changed or revoked.
(b) Upon making a Deferred Pension Election, a new Deferred Pension
Account will be established in the participant's name and will be credited, on
or about December 18, 1996, with the number of shares of Common Stock (rounded
to the nearest one-one hundredth of a share) determined by dividing the amount
of the participant's Accrued Pension so converted by the average of the high and
low NYSE market price for the Common Stock on the Effective Date.
(c) A participant who makes a Deferred Pension Election will defer the
receipt of the balance in the participant's Deferred Pension Account, including
any Dividend Reinvestment Return credited thereon pursuant to Section 3.4(b),
until the participant's Retirement Date.
(d) In the event of any such Deferred Pension Election, the form of
payment of any distribution (i.e., Common Stock or cash), the manner of payment
(i.e., in a lump sum or in five, ten or fifteen annual installments as provided
under Section 3.5(c)) and the starting date of such distribution (i.e., within
fifteen (15) days of the participant's Retirement Date or January 31st of the
calendar year immediately following such date) shall be elected at the same
time. Except as herein provided, such Payment Election shall not be changed or
revoked.
3.2 Deferred Retainer Elections and Deferred Fees Elections.
(a) With respect to an individual who is eligible to participate in
this Plan in accordance with Section 2.1, elections of Deferred Retainer and/or
Deferred Fees shall be made in writing on forms to be furnished by the
Committee. A Deferred Retainer Election and/or a Deferred Fees Election shall
apply only to the Director's Annual Retainer or Board Fees, as the case may be,
for the particular calendar year specified in the election. A participant may
elect to defer (i) from 25% to 100% of his or her Annual Retainer and/or (ii)
100% of his or her Board Fees.
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5
(b) A Deferred Retainer Election and/or Deferred Fees Election with
respect to payments for a particular calendar year (i) must be made on or before
the December 31 preceding such calendar year or, in the case of a newly-elected
Director, within thirty (30) days following his or her appointment to the Board,
and (ii) once made, cannot be changed or revoked except as provided herein. Such
Deferred Retainer shall be credited to the participant's Deferred Fees and
Retainer Account (or, if none, to a new such account established in the
participant's name) as of the first day of the calendar month following a month
in which a meeting of the Board or of a committee of the Board was held.
Revocation of any Deferred Retainer Election or Deferred Fees Election during a
calendar year shall only affect future payments and shall reduce the
participant's deferral percentage to zero for the remainder of that calendar
year. Notice of revocation must be filed with the Committee by the fifteenth day
of the month before the beginning of the next three-month period that includes a
Payment Date. Such revocation shall not affect any balances credited to the
participant's Deferred Fees and Retainer Account before the effective date of
the revocation of the election.
(c) A participant who makes a Deferred Retainer Election or a Deferred
Fees Election will defer the payment of any Annual Retainer or Board Fees,
respectively, and any Interest Return credited thereon pursuant to Section
3.4(a), until the participant's Retirement Date.
(d) When a participant first makes either a Deferred Fees or Deferred
Retainer Election, he or she shall make a Payment Election which shall not be
changed or revoked and shall be binding, except as provided in Section 3.3, with
respect to all other Deferred Fees or Deferred Retainer Elections. The Payment
Election shall include an election as to the manner of payment of any
distribution (i.e., in a lump sum or in five, ten, or fifteen annual
installments as provided under Section 3.5(c)) and the starting date of such
distribution (i.e., within fifteen (15) days of the participant's Retirement
Date or January 31st of the calendar year immediately following such date). Only
a single Payment Election may be in effect as of a specified date with respect
to all amounts held in participant's Deferred Fees and Retainer Account.
3.3 Modified Payment Elections and Change-of-Form Elections.
(a) Any participant for whom a Deferred Pension Account or Deferred
Fees and Retainer Account has been established may modify his or her initial
Payment Election(s) to change the manner of distribution of the balance in
either such account to any other of the four acceptable forms of distribution.
(b) Any participant, who has made a Deferred Pension Election,
also may make a second additional election to change the form of distribution
from Common Stock to cash or vice versa. Only one Change-of-Form Election
may be made by any participant.
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6
3.4 Investment Return on Deferred Accounts.
(a) The Committee shall credit the balance of each participant's
Deferred Fees and Retainer Account and Deferred Cash Account as of each Date of
Record with an Interest Return equal to interest thereon. Such balances shall
include all Interest Returns previously credited to the account. The Interest
Return to be credited as of each Date of Record shall be at the Determined Rate.
(b) Each time the Company declares a dividend on its Common Stock, each
participant's Deferred Pension Account will be credited with a Dividend
Reinvestment Return equal to that number of shares of Common Stock (rounded to
the nearest one-one hundredth of a share) determined by dividing the amount that
would have been paid (or the fair market value thereof, if the dividend is not
paid in cash) to the participant on the total number of shares of Common Stock
then credited to the participant's Deferred Pension Account had that number of
shares of Common Stock been held by such participant by the average of the high
and low NYSE market price for the Common Stock on such date.
(c) Within 60 days following the end of each calendar year, the
Committee shall furnish each participant with a statement of account which shall
set forth the balance in each of the individual's deferred accounts as of the
end of such calendar year, inclusive of cumulative Interest Return and/or
Dividend Reinvestment Return.
(d) If the Company enters into transactions involving stock splits,
stock dividends, reverse splits or any other recapitalization transactions, the
number of shares of Common Stock credited to a participant's Deferred Pension
Account will be adjusted (rounded to the nearest one-one hundredth of a share)
so that the participant's Deferred Pension Account reflects the same equity
percentage interest in the Company after the recapitalization as was the case
before such transaction.
(e) If at least a majority of the Company's stock is sold or exchanged
by its shareholders pursuant to an integrated plan for cash or property
(including stock of another corporation) or if substantially all of the assets
of the Company are disposed of and, as a consequence thereof, cash or property
is distributed to the Company's shareholders, each participant's Deferred
Pension Account will, to the extent not already so credited under Section
3.4(b), be (i) credited with the amount of cash or property receivable by a
Company shareholder directly holding the same number of shares of Common Stock
as is credited to such participant's Deferred Pension Account and (ii) debited
by that number of shares of Common Stock surrendered by such equivalent Company
shareholder.
(f) Each participant who has a Deferred Pension Account also shall be
entitled to provide directions to the Committee to cause the Committee to
similarly direct the Trustee of the Trust to vote, on any matter presented for a
vote to the shareholders of the Company, that number of shares of Common Stock
held by the Trust equivalent to the number of shares of Common Stock credited to
the participant's Deferred Pension Account. The Committee shall arrange for
distribution to all participants in a timely manner of all communications
directed generally to the shareholders of the Company as to which their votes
are solicited.
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7
3.5 Distributions.
(a) Upon a participant reaching his or her Retirement Date, the amount
in his or her Deferred Fees and Retainer Account shall be paid in cash and the
amount in his or her Deferred Pension Account shall, except as otherwise
provided in Sections 3.4(e), 3.5(b) or 3.6(f) or to the extent the Company is
otherwise, in the reasonable judgment of the Committee, precluded from doing so,
be paid in shares of Common Stock (with any fractional share interest therein
paid in cash to the extent of the then fair market value thereof), in each case
to the participant or his or her beneficiary, as applicable. Such payment(s)
shall be from the general assets of the Company (including the Trust) in
accordance with this Section 3.5; provided, however, that no newly-issued shares
of Common Stock shall be distributed to any participant or beneficiary.
(b) The Deferred Pension Account of any participant whose Payment
Election for such Account, as modified by any applicable subsequent
Change-in-Form Election, contemplates distributions in cash rather than shares
of Common Stock, shall be converted from a Common Stock balance into a cash
balance by dividing the number of shares of Common Stock credited to the
participant's Deferred Pension Account as of the participant's Retirement Date
by the average of the high and low NYSE market price for the Common Stock on
such date. Such cash balance will be credited as of his or her Retirement Date
to a new Deferred Cash Account established in the participant's name; at the
same time, the participant's Deferred Pension Account will be debited by the
number of shares of Common Stock so deemed converted.
(c) Unless other arrangements are specified by the Committee on a
uniform and nondiscriminatory basis, deferred amounts shall be paid, as elected
by the participant at the time of his or her Deferral Election and as modified
by any applicable subsequent Modified Payment Election, (i) in a single lump
sum, (ii) in five (5) annual installments, (iii) in ten (10) annual
installments, or (iv) in fifteen (15) annual installments, with each such annual
installment determined by dividing the then balance in the participant's
deferred account by the number of payments remaining to be made; provided,
however, that payments shall be made only in a single lump sum if payment
commences due to termination for cause. Such payments shall be made (or begin to
be made) within fifteen (15) days of the participant's Retirement Date or, if so
elected in the Deferral Election, on the January 31st of the calendar year
immediately following such date.
(d) If ever any federal, state or local income or employment tax is
required to be withheld from any distribution under the Plan, no participant or
beneficiary shall be entitled to receive such distribution until the participant
or beneficiary has paid (or made provision for the payment of) the requisite
amount.
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8
(e) Notwithstanding any other provision of this Plan, no participant
shall be entitled to receive any distribution of any balance in his or her
Deferred Pension Account or Deferred Cash Account unless the participant has
served as a Director for a continuous period of at least five (5) years and has
executed and complies with the terms of the Non-competition Agreement then in
effect under the Retirement Plan for Directors. The Board, in its sole and
absolute discretion, shall have the power to deny or terminate distributions
from the Deferred Pension Account or Deferred Cash Account of any participant
whom the Board has found (i) to have violated the terms of such Non-competition
Agreement, (ii) to have retired or been terminated from the Board under
circumstances indicating a breach of his or her fiduciary obligations to the
Company, or (iii) to have engaged in wrongful conduct deemed by the Board to be
sufficiently adverse to the interests or reputation of the Company to require
such forfeiture.
3.6 General Provisions.
(a) The Company shall make no provision for the funding of any deferred
accounts payable hereunder that (i) would cause the Plan to be a funded plan for
purposes of Section 404(a)(5) of the Code or (ii) would cause the Plan to be
other than an "unfunded and unsecured promise to pay money or other property in
the future" under Treasury Regulations Sections 1.83-3(e); and, except to the
extent specified in the Trust following a "change of control" (as defined in the
Trust) of the Company, the Company shall have no obligation to make any
arrangement for the accumulation of funds to pay any amounts under this Plan.
Subject to the restrictions of the preceding sentence and in Section 3.6(c), the
Company, in its sole discretion, may establish one or more grantor trusts
described in Treasury Regulation Sections 1.677(a)-1(d) to accumulate funds
and/or shares of Common Stock to pay amounts under this Plan, provided that the
assets of such trust(s) shall be required to be used to satisfy the claims of
the Company's general creditors in the event of the Company's bankruptcy or
insolvency.
(b) In the event that the Company shall decide to establish an advance
accrual reserve on its books against the future expense of payments from any
deferred account, such reserve shall not under any circumstances be deemed to be
an asset of this Plan but, at all times, shall remain a part of the general
assets of the Company, subject to claims of the Company's creditors.
(c) A person entitled to any amount under this Plan shall be a general
unsecured creditor of the Company with respect to such amount. Furthermore, a
person entitled to a payment or distribution with respect to a deferred account,
shall have a claim upon the Company only to the extent of the balance(s) in his
or her deferred accounts.
(d) The participant's beneficiary under this Plan with respect to the
balance(s) in his or her deferred accounts shall be the person designated to
receive benefits on account of the participant's death on a form provided by the
Committee.
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9
(e) All commissions, fees and expenses that may be incurred in
operating the Plan and any related trust(s) established in accordance with
Section 3.6(a) (including the Trust) will be paid by the Company.
(f) Notwithstanding any other provision of this Plan: (i) elections
under this Plan may only be made by participants while they are Directors; (ii)
no Modified Payout Election or Change-of-Form Election shall be effective if
made within six (6) months prior to the earlier of (1) the date of the
participant's scheduled retirement or (2) the date the participant voluntarily
terminates service on the Board; and (iii) distributions otherwise payable to a
participant in the form of Common Stock shall be delayed and/or instead paid in
cash in an amount equal to the fair market value thereof if such payment in
Common Stock would violate any federal or State securities laws (including
Section 16(b) of the Securities Exchange Act of 1934, as amended) and/or rules
and regulations promulgated thereunder.
3.7 Non-Assignability. Participants, their legal representatives and
their beneficiaries shall have no right to anticipate, alienate, sell, assign,
transfer, pledge or encumber their interest in the Plan, nor shall such
interests be subject to attachment, garnishment, levy or execution by or on
behalf of creditors of the participants or of their beneficiaries.
4. PLAN ADMINISTRATOR
Subject to the express provisions of the Plan, the Committee shall have
the exclusive right to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it and to make all other determinations necessary or
advisable for the administration of the Plan. No member of the Committee shall
be liable for any act done or determination made in good faith. The decisions,
actions and records of the Committee shall be conclusive and binding upon the
Company and all persons having or claiming to have any right or interest in or
under the Plan.
The Committee may delegate to such officers, employees or departments
of the Company such authority, duties, and responsibilities of the Committee as
it, in its sole discretion, considers necessary or appropriate for the proper
and efficient operation of the Plan, including, without limitation, (i)
interpretation of the Plan, (ii) approval and payment of claims, and (iii)
establishment of procedures for administration of the Plan.
5. AMENDMENT, TERMINATION AND EFFECTIVE DATE
5.1 Amendment of the Plan. Subject to the provisions of Section 5.3,
the Plan may be wholly or partially amended or otherwise modified at any time by
written action of the Board.
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10
5.2 Termination of the Plan. Subject to the provisions of Section 5.3,
the Plan may be terminated at any time by written action of the Board.
5.3 No Impairment of Benefits. Notwithstanding the provision of
Sections 5.1 and 5.2, no amendment to or termination of the Plan shall impair
any rights to benefits which have accrued hereunder.
5.4 Effective Date. The Plan is effective as of December 18, 1996.
<PAGE>
1
[RAYTHEON LETTERHEAD]
EXHIBIT 5
March 7, 1997
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
54,868 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 February 13, 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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1
EXHIBIT (23.2)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Raytheon Company and Subsidiaries Consolidated on Form S-8 of our
report dated January 18, 1996 on our audits of the consolidated financial
statements and financial statement schedules of Raytheon Company and
Subsidiaries Consolidated.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts Coopers & Lybrand L.L.P.
March 7, 1997
