Delaware
|
001-16445
|
52-2314475
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
of
incorporation or organization)
|
Identification
No.)
|
400
Collins Road NE, Cedar Rapids, Iowa
|
52498
|
(Address
of principal executive offices)
|
(Zip
Code)
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
|
·
|
the
acquisition by any individual, entity or group of 20% or more of the
combined voting power of our outstanding securities;
or
|
|
·
|
a
change in the composition of a majority of our board of directors that is
not supported by our current board of directors;
or
|
|
·
|
a
major corporate transaction, such as a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of
our assets, that results in a change in the majority of our board of
directors or of more than 50% of our shareowners;
or
|
|
·
|
approval
by our shareowners of the complete liquidation or dissolution of our
company.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
10-n-1
|
Form
of Change of Control Agreement between the Company and certain executives
of the Company (Three Year
Agreement).
|
10-n-2
|
Schedule
identifying executives of the Company who will be party to the new Change
of Control Agreement.
|
ROCKWELL
COLLINS, INC.
|
||
(Registrant)
|
||
Dated: April
27, 2009
|
By
|
/s/ Gary R. Chadick
|
Gary
R. Chadick
|
||
Senior
Vice President,
|
||
General
Counsel and Secretary
|
10-n-1
|
Form
of Change of Control Agreement between the Company and certain executives
of the Company (Three Year Agreement).
|
10-n-2
|
Schedule
identifying executives of the Company who will be party to the new Change
of Control Agreement.
|