UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): July 23, 2008

RAYTHEON COMPANY

(Exact name of registrant as specified in its charter)

 

 

870 Winter Street, Waltham, Massachusetts 02451

(Address of Principal Executive Offices) (Zip Code)

 

(781) 522-3000

(Registrant’s telephone number, including area code)

 

________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws

 

On July 23, 2008, the Board of Directors of Raytheon Company approved an amendment to Section 2.7 (A) (1) of the Company’s By-Laws to clarify that the advance notice provisions set forth in Section 2.7 of the By-Laws are the exclusive means for a stockholder to make a director nomination or submit other business (other than matters properly brought under Rule 14a-8 of the federal proxy rules which contains its own procedural requirements) before an annual meeting of stockholders.

 

The foregoing description of the amendment to the Company’s By-Laws is qualified in its entirety by reference to the full text of the amendment to the By-Laws, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

 

(d) Exhibits

 

3.1

Amendment to the Raytheon Company Amended and Restated By-Laws

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

RAYTHEON COMPANY

 

 

 

Date:

July 25, 2008

By: /s/ Jay B. Stephens

Jay B. Stephens

Senior Vice President, General Counsel

and Secretary

 

 

 

 

 

 

 

 

 

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EXHIBIT INDEX

 

 

Exhibit No.		Description
3.1		Amendment to the Raytheon Company Amended and Restated By-Laws.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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