COL Rockwell Collins, Inc. (delisted)

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): November 26, 2018

Registrant’s telephone number, including area code: (319) 295-1000

(Former name or former address if changed since last report)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

INTRODUCTORY NOTE

On November 26, 2018, United Technologies Corporation, a Delaware corporation (“ UTC ”), completed the acquisition of Rockwell Collins, Inc., a Delaware corporation (“ Rockwell Collins ”). Pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of September 4, 2017 (the “ Merger Agreement ”), among UTC, Riveter Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of UTC (“ Merger Sub ”), and Rockwell Collins, Merger Sub merged with and into Rockwell Collins, with Rockwell Collins surviving as a wholly owned subsidiary of UTC (the “ Merger ”).

upon the consummation of the Merger was canceled in consideration for the right to receive (i) if payable in cash by its terms, a lump sum cash payment equal to the product of the value of the Merger Consideration and the number of shares of Rockwell Collins Common Stock relating to such deferred stock unit award, less applicable tax withholding, or (ii) if payable in shares by its terms, the Merger Consideration in respect of each share of Rockwell Collins Common Stock subject to such award, less applicable tax withholding. As of the Effective Time, each then-outstanding Rockwell Collins deferred stock unit award that was not payable by its terms upon the consummation of the Merger was assumed by UTC and converted into a deferred stock unit award of UTC with an equivalent value (as calculated in accordance with the formula set forth in the Merger Agreement).

The total aggregate consideration payable in the Merger was approximately $15.5 billion in cash and approximately 62.4 million shares of UTC common stock.

A copy of the Merger Agreement was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Rockwell Collins on September 6, 2017 and is incorporated herein by reference. The foregoing summary of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement.

The information contained in the Introductory Note above and under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K are incorporated herein by reference.