EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective
Amendment”) to the following Registration Statements on
Form S-8
(collectively, the “Registration Statements”) is being filed
to withdraw and deregister: (i) all shares of common stock,
par value $0.01 per share (the “Common Stock”), of Raytheon
Company (the “Company”); and (ii) the unsecured
obligations of the Company to pay deferred compensation in the
future in accordance with the terms of the Raytheon Deferred
Compensation Plan (as amended and restated) (the “Deferred
Compensation Obligations”) that had been registered and remain
unsold under the Registration Statements, together with any and all
plan interests and other securities registered thereunder (note
that the share numbers listed below do not take into account
corporate actions, such as stock splits, taken in the interim):
Registration Statement 333-231814 on Form S-8, originally filed by the Company
with the Securities and Exchange Commission (the “SEC”) on
May 30, 2019 registering $400,000,000 Deferred Compensation
Obligations of the Company under the Raytheon Deferred Compensation
Plan (as amended and restated).
Registration Statement 333-231814 on Form S-8, originally filed by the Company
with the SEC on May 30, 2019 registering 2,700,000 shares of
Common Stock under the Raytheon 2019 Stock Plan.
Registration Statement 333-231814 on Form S-8, originally filed by the Company
with the SEC on May 30, 2019 registering 1,400,000 shares of
Common Stock under the Raytheon Savings and Investment Plan (the
“RAYSIP”).
Registration Statement 333-168415 on Form S-8, originally filed by the Company
with the SEC on July 30, 2010 and as amended by Registration
Statement 333-168415 on
Form S-8 on May 30,
2019, registering 13,523,850 shares of Common Stock under the
Raytheon 2010 Stock Plan.
Registration Statement 333-124690 on Form S-8, originally filed by the Company
with the SEC on May 6, 2005 registering 6,200,000 shares of
Common Stock under the Raytheon Company 2001 Stock Plan (the
“2001 Stock Plan”) and the Raytheon Company 1997 Nonemployee
Directors Restricted Stock Plan (the “1997 Nonemployee Director
Plan”).
Registration Statement 333-64168 on Form S-8, originally filed by the Company
with the SEC on June 29, 2001 registering 28,000,000 shares of
Common Stock under the 2001 Stock Plan.
Registration Statement 333-52536 on Form S-8, originally filed by the Company
with the SEC on December 22, 2000 and as amended by
Registration Statement 333-52536 on Form S-8 on June 29, 2001, registering
45,000,000 shares of Common Stock under the RAYSIP, the Raytheon
Excess Savings Plan and the Raytheon Deferred Compensation
Plan.
Registration Statement 333-56117 on Form S-8, originally filed by the Company
with the SEC on June 5, 1998 and as amended by Registration
Statement 333-56117 on Form
S-8 on December 21,
1999, registering 1,000,000 shares of Common Stock under the
RAYSIP, the Raytheon Excess Savings Plan, the Raytheon Savings and
Investment Plan for Specified Hourly Payroll Employees, the
Raytheon Employee Savings and Investment Plan, the Raytheon Savings
and Investment Plan for Specified Puerto Rico Employees, the
E-Systems Employee Savings
Plan, the Raytheon TI Systems Savings Plan, the Raytheon Salaried
Savings and Investment Plan, the Raytheon California Hourly Savings
and Investment Plan, the Raytheon Tucson Bargaining Savings and
Investment Plan, the Raytheon Savings and Investment Plan
(10014) and the Raytheon Deferred Compensation Plan.
Registration Statement 333-45629 on Form S-8, originally filed by the Company
with the SEC on February 5, 1998 registering 52,766,692 shares
of Common Stock under the Raytheon Company 1976 Stock Option Plan,
the Raytheon Company 1991 Stock Plan, the Raytheon Company 1995
Stock Option Plan, the 1997 Nonemployee Director Plan, the Plan for
Granting Options In Substitution For Stock Options Granted by Texas
Instruments Incorporated and the Plan For Granting Roll-over
Options In Substitution For Stock Options Granted by Hughes
Electronics Corporation.
On April 3, 2020, pursuant to the terms of the Agreement and
Plan of Merger, dated as of June 9, 2019 and as amended as of
March 9, 2020 (the “Merger Agreement”), by and among
the Company, United Technologies Corporation, a Delaware
corporation (“UTC”), and Light Merger Sub Corp., a Delaware
corporation and a wholly owned subsidiary of UTC (“Merger
Sub”), Merger Sub merged with and into the Company (the
“Merger”). The Company continued as the surviving
corporation and a wholly owned subsidiary of UTC, and UTC changed
its name to Raytheon Technologies Corporation.
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