UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): May 1,
2009
Rockwell
Collins, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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001-16445
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52-2314475
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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400
Collins Road NE
Cedar
Rapids, Iowa 52498
(Address
of Principal Executive Offices) (Zip Code)
(319)
295-1000
(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:
¨ 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))
INFORMATION
TO BE INCLUDED IN THE REPORT
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
May 1, 2009, Rockwell Collins, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Banc of America
Securities LLC, J.P. Morgan Securities Inc. and UBS Securities LLC, as
representatives of the several underwriters named therein, in connection with
the offer and sale of $300 million aggregate principal amount of its 5.25% Notes
due July 15, 2019 (the "Securities") in an underwritten public offering
(the "Offering"). The Underwriting Agreement contains
representations, warranties and agreements of the Company, conditions to
closing, indemnification and contribution rights and obligations of the parties,
termination provisions and other terms and conditions in each case that are
customary in agreements of this type. The issuance and sale of the
Securities closed on May 6, 2009. The net proceeds to the
Company from the sale of the Securities, after deducting underwriters' discounts
and commissions and other estimated offering expenses payable by the Company,
were approximately $296 million.
From time
to time in the ordinary course of their respective businesses, certain of the
underwriters and their affiliates have engaged in and may in the future engage
in commercial banking, investment management, investment banking, derivatives
and/or financial advisory and other commercial transactions and services with
the Company and its affiliates for which they have received or will receive
customary fees and commissions.
The
Securities were offered and sold by the Company pursuant to its automatic shelf
Registration Statement on Form S-3 (Registration Statement No. 333-156442),
filed with the Securities & Exchange Commission on December 23, 2008,
as supplemented by the final prospectus supplement filed with the Securities
& Exchange Commission on May 4, 2009.
The
Securities were issued on May 6, 2009 pursuant to the Indenture dated as of
November 1, 2001 (the "Original Indenture"), as supplemented by the
Supplemental Indenture dated as of December 4, 2006 (the "Supplemental
Indenture" and, together with the Original Indenture, the "Indenture"), between
the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to
The Bank of New York Trust Company, N.A.), as trustee. The Indenture
contains covenants that require the Company to satisfy certain conditions in
order to incur debt secured by liens, engage in sale/leaseback transactions or
merge or consolidate with another entity. The Indenture also provides
for customary events of default.
The
Securities will mature on July 15, 2019 and bear interest at a fixed rate
of 5.25% per annum. The Company will pay interest on the Securities
from May 6, 2009 semi-annually, in arrears, on January 15 and
July 15 of each year, beginning July 15, 2009. The
Securities constitute unsecured and unsubordinated obligations of the Company
and will rank on a parity with all of the Company's other unsecured
and unsubordinated indebtedness from time to time outstanding.
At its
option, the Company may redeem the Securities in whole or in part, at any time
before their maturity, at a redemption price equal to the greater of
(i) the principal amount of the Securities being redeemed and (ii) the
sum of the present values of the remaining scheduled payments of the Securities
to be redeemed (excluding interest accrued as of the redemption date),
discounted to the redemption date on a semi-annual basis at the applicable
Treasury Rate (as defined in the Securities) plus 35 basis points.
(Page
2 of 5
Pages)
If a
Change of Control Triggering Event (as defined in the Securities) occurs, the
Company will be required to make an offer on the terms set forth in the
Securities to each holder of the Securities to repurchase all or any part of
that holder's Securities at a price equal to 101% of the principal amount of the
Securities repurchased, plus accrued and unpaid interest, if any.
The above
descriptions of certain terms and conditions of the Underwriting Agreement and
the Securities are qualified by reference to the full texts of the Underwriting
Agreement and the form of Securities, copies of which are filed herewith as
Exhibits 1 and 4, respectively, and are incorporated herein by
reference. The above description of certain terms and conditions of
the Indenture is qualified by reference to the full text of the Original
Indenture and the Supplemental Indenture, copies of which were filed as
Exhibit 4.b to the Company's Registration Statement on Form S-3
(No. 333-72914) and as Exhibit 4-a-4 to the Company's Current Report
on Form 8-K dated November 9, 2006, respectively, and are incorporated
herein by reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information set forth under "Item 1.01. Entry into a Material
Definitive Agreement" of this Current Report on Form 8-K is incorporated herein
by reference.
On
May 1, 2009, the Company announced the pricing of the
Securities. A copy of the related press release is furnished herewith
as Exhibit 99 and is incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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1
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Underwriting
Agreement, dated May 1, 2009, between the Company and Banc of America
Securities LLC, J.P. Morgan Securities Inc. and UBS Securities LLC, as
representatives of the several Underwriters named in Schedule 1 to the
Underwriting Agreement.
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4
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Form
of certificate for the Company's 5.25% Notes due July 15,
2019.
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99
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Press
Release of the Company dated May 1,
2009.
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(Page
3 of 5
Pages)
SIGNATURE
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.
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ROCKWELL
COLLINS, INC.
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(Registrant)
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Dated: May
6, 2009
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By
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/s/ Gary R. Chadick
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Gary
R. Chadick
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Senior
Vice President,
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General
Counsel and Secretary
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(Page
4 of 5
Pages)
EXHIBIT
INDEX
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Exhibit
Number
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Description
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| |
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1
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Underwriting
Agreement, dated May 1, 2009, between the Company and Banc of
America Securities LLC, J.P. Morgan Securities Inc. and UBS Securities
LLC, as representatives of the several Underwriters named in Schedule 1 to
the Underwriting Agreement.
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4
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Form
of certificate for the Company's 5.25% Notes due July 15,
2019.
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99
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Press
Release of the Company dated May 1,
2009.
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(Page
5 of 5
Pages)