United Technologies : Registration of securities issued in business combination transactions

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As filed with the Securities and Exchange Commission on July 17, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

United Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware	3724	06-0570975
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

10 Farm Springs Road

Farmington, Connecticut 06032

[phone]

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Charles D. Gill

Executive Vice President and General Counsel

10 Farm Springs Road

Farmington, Connecticut 06032

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Joshua R. Cammaker	Frank R. Jimenez	Clare O'Brien
Edward J. Lee	Vice President, General Counsel	Sean Skiffington
Victor Goldfeld	and Corporate Secretary	Cody Wright
Wachtell, Lipton, Rosen & Katz	Raytheon Company	Shearman & Sterling LLP
51 West 52nd Street	870 Winter Street	599 Lexington Avenue
New York, New York 10019	Waltham, Massachusetts 02451	New York, New York 10022
[phone]	[phone]	[phone]

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described in the enclosed joint proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging growth company	o

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 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i)(Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d)(Cross-BorderThird-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to Be	Offering Price Per	Aggregate Offering	Amount of
Securities to Be Registered	Registered	Share	Price	Registration Fee
Common Stock, par value $1.00 per share	657,065,155(1)	N/A	$ 49,955,300,519.58(2)	$ 6,054,582.43(3)

1. The number of shares of common stock, par value $1.00, of the registrant being registered upon completion of the merger of a wholly owned subsidiary of the registrant with and into Raytheon Company ("Raytheon") described in the joint proxy statement/prospectus contained herein is based upon an estimate of the maximum number of shares of common stock of Raytheon, par value $0.01 per share ("Raytheon common stock"), presently outstanding or issuable or expected to be issued in connection with the merger, including shares of Raytheon common stock underlying Raytheon restricted stock awards and shares of Raytheon common stock potentially issuable in respect of Raytheon restricted stock unit awards, which is equal to 281,422,458, multiplied by the exchange ratio of 2.3348 shares of the registrant's common stock for each share of Raytheon common stock, collectively equal to 657,065,155.
2. Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act") and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act. The proposed maximum aggregate offering price is solely for the purpose of calculating the registration fee and was calculated based upon the market value of shares of Raytheon common stock (the securities to be cancelled in the merger) in accordance with Rule 457(c) under the Securities Act as follows: the product of (a) $177.51, the average of the high and low prices per share of Raytheon common stock on July 11, 2019, as quoted on the New York Stock Exchange and (b) 281,422,458, the estimated maximum number of shares of Raytheon common stock that may be exchanged for the shares of UTC common stock being registered.
3. Computed in accordance with Section 6(b) of the Securities Act at a rate equal to $121.20 per $1,000,000 of the proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this joint proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY-SUBJECT TO COMPLETION-DATED JULY 17, 2019

To the shareowners of United Technologies Corporation and the stockholders of Raytheon Company

TRANSACTION PROPOSED - YOUR VOTE IS VERY IMPORTANT

Dear Shareowners and Stockholders:

On June 9, 2019, United Technologies Corporation, or UTC, Light Merger Sub Corp., a wholly owned subsidiary of UTC, or Merger Sub, and Raytheon Company, or Raytheon, entered into an Agreement and Plan of Merger, or the merger agreement, pursuant to which, subject to approval of UTC shareowners and Raytheon stockholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, the UTC aerospace businesses and Raytheon will combine in an all- stock merger of equals. At the completion of the merger, Merger Sub will merge with and into Raytheon, with Raytheon surviving the merger and becoming a wholly owned subsidiary of UTC. The merger is conditioned on the prior completion of UTC's previously announced separation of its commercial businesses, Otis and Carrier, from its other businesses and the pro rata distributions to its shareowners of 100% of the common stock of the corporation holding the Otis business, or Otis SpinCo, and 100% of the common stock of the corporation holding the Carrier business, or Carrier SpinCo. The merger agreement provides that, as of the completion of the merger, the name of UTC will be changed to Raytheon Technologies Corporation. Each of the common stock of UTC and the common stock of Raytheon is traded on the New York Stock Exchange, or the NYSE, under the symbols "UTX" and "RTN," respectively. The common stock of the combined company will be listed on the NYSE under the symbol "RTX."

If the merger is completed, each share of Raytheon common stock (other than shares held by Raytheon as treasury stock) will be converted into the right to receive 2.3348 fully paid and nonassessable shares of UTC common stock (and, if applicable, cash in lieu of fractional shares), or the merger consideration, less any applicable withholding taxes. For more details on the merger consideration, see "The Merger Agreement-Merger Consideration."

The market value of UTC common stock at the time of completion of the merger could be greater than, less than or the same as the market value of UTC common stock on the date of the accompanying joint proxy statement/prospectus. In fact, as a result of the distributions, we expect the market price of shares of UTC common stock to decline because the market price will no longer include the value of the Otis business or the Carrier business. We cannot predict the amount of this decline, as the market price of shares of UTC common stock may fluctuate based on the perceived values of the common stock of UTC, Otis SpinCo and Carrier SpinCo in anticipation of the distributions and the merger, and it may not be possible to estimate the market value of UTC common stock. The value of UTC common stock that Raytheon stockholders will receive in the merger will reflect the combination of the UTC aerospace businesses and Raytheon and will not include the value of the Otis business or the Carrier business.

Based on the current number of shares of Raytheon common stock outstanding and reserved for issuance, UTC expects to issue approximately 648 million shares of UTC common stock to holders of Raytheon common stock in the aggregate in the merger. Based on the current number of shares of Raytheon common stock outstanding and reserved for issuance, and the current number of shares of UTC common stock outstanding and reserved for issuance, we estimate that, immediately following completion of the merger, former holders of Raytheon common stock will own approximately 43% and pre-merger holders of UTC common stock will own approximately 57% of the common stock of the combined company.

Each of UTC and Raytheon is holding a special meeting of its shareowners and stockholders, respectively, to vote on the proposals necessary to complete the merger. Information about each meeting, the merger and the other business to be considered by shareowners and stockholders at each special meeting is contained in this joint proxy statement/prospectus. Any shareowner or stockholder entitled to attend and vote at the applicable special meeting is entitled to appoint a proxy to attend and vote on such shareowner's or stockholder's behalf. Such proxy need not be a holder of UTC common stock or Raytheon common stock. We urge you to read this joint proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the "Risk Factors" section beginning on page 40.

Your vote is very important regardless of the number of shares of UTC common stock or Raytheon common stock that you own. The merger cannot be completed without (1) the adoption of the merger agreement by the affirmative vote of holders of a majority of the shares of Raytheon common stock outstanding and entitled to vote at the Raytheon special meeting and (2) the approval of the issuance of UTC common stock to Raytheon stockholders in connection with the merger by the affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote at the UTC special meeting.

Whether or not you plan to attend the UTC special meeting or the Raytheon special meeting, please submit your proxy as soon as possible to make sure that your shares are represented at the applicable meeting.

Gregory J. Hayes	Thomas A. Kennedy
Chairman, President and	Chairman, President and
Chief Executive Officer	Chief Executive Officer
United Technologies Corporation	Raytheon Company

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this joint proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [	], 2019 and is first being mailed to shareowners of UTC
and stockholders of Raytheon on or about [	], 2019.

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UNITED TECHNOLOGIES CORPORATION

10 Farm Springs Road

Farmington, Connecticut 06032

NOTICE OF SPECIAL MEETING OF SHAREOWNERS

To be held on [ ], 2019

To the Shareowners of United Technologies Corporation:

We are pleased to invite you to attend-and notice is hereby given that United Technologies Corporation, referred to as UTC, will hold-a special meeting of its shareowners, referred to as the UTC special meeting, at [ ] on [ ], 2019 at [ ] for the following purposes:

1. Approval of the UTC Share Issuance. To vote on a proposal to approve the issuance of UTC common stock, par value $1.00 per share, to Raytheon stockholders in connection with the merger contemplated by the Agreement and Plan of Merger, referred to as the merger agreement, dated as of June 9, 2019, by and among United Technologies Corporation, Light Merger Sub Corp. and Raytheon Company, referred to as the UTC share issuance proposal; and
2. Adjournment of the UTC Special Meeting. To vote on a proposal to approve the adjournment of the UTC special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the UTC special meeting to approve the UTC share issuance proposal, referred to as the UTC adjournment proposal.

UTC will transact no other business at the UTC special meeting, except such business as may properly be brought before the UTC special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the UTC special meeting.

The UTC board of directors, referred to as the UTC Board, has fixed the close of business on [ ], 2019 as the record date for the UTC special meeting, referred to as the UTC record date. Only UTC shareowners of record at that time are entitled to receive notice of, and to vote at, the UTC special meeting or any adjournment or postponement thereof. UTC is commencing its solicitation of proxies on or about [ ], 2019. UTC will continue to solicit proxies until the date of the UTC special meeting.

Completion of the merger is conditioned upon, among other things, approval of the UTC share issuance proposal by the UTC shareowners, which requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of UTC common stock entitled to vote at the UTC special meeting.

The UTC Board unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, certain governance arrangements, the separation, the distributions and the UTC share issuance are advisable and fair to and in the best interests of UTC and its shareowners, and unanimously recommends that UTC shareowners vote:

• "FOR" the UTC share issuance proposal; and
• "FOR" the UTC adjournment proposal.

Your vote is very important regardless of the number of shares of UTC common stock that you own. The votes cast in favor of the UTC share issuance proposal must exceed the aggregate of votes cast against the UTC share issuance proposal and abstentions. Whether or not you expect to attend the UTC special meeting in person, to ensure your representation at the UTC special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the UTC proxy card, (2) calling the toll-free number listed on the UTC proxy card or (3) submitting your UTC proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you

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from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of UTC common stock who is present at the UTC special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the UTC special meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the bank, broker or other nominee. If you hold shares through a UTC employee savings plan, you will receive instructions on how to vote the shares you hold through the plan.

You will need to obtain an admission ticket in advance to attend the UTC special meeting. To do so, please make your request by mail to Office of the Corporate Secretary, 10 Farm Springs Road, Farmington, CT 06032, email at [e-mail] or by phone at [phone]. UTC's Corporate Secretary must receive your request for an admission ticket on or before [ ], 2019. Seating will be limited and requests for tickets will be processed in the order in which they are received.

If you own shares in street name through an account with a bank, broker or other nominee, then send proof of your UTC share ownership as of the UTC record date (for example, a brokerage firm account statement or a "legal proxy" from your intermediary) along with your ticket request. If you are not sure what proof to send, check with your intermediary.

If your shares are registered in your name with UTC's stock registrar and transfer agent, Computershare Trust Company, N.A., or if you own shares through a UTC employee savings plan, no proof of ownership is required because UTC can verify your ownership.

For security reasons, be prepared to show a form of government-issued photo identification when presenting your ticket for admission to the UTC special meeting. If you forget to bring your ticket, you will be admitted only if you provide photo identification. If you do not request a ticket in advance, you will be admitted only if space is available and you provide photo identification and satisfactory evidence that you were a shareowner of UTC common stock as of the UTC record date. If you need special assistance at the UTC special meeting because of a disability, please contact UTC's Corporate Secretary's Office.

The enclosed joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the UTC special meeting. We urge you to carefully read this joint proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning either of the proposals in this notice, the merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of UTC common stock, please contact UTC's proxy solicitor:

[	]
[	]
[	]

Telephone: [	]
Email: [	]
By Order of the United Technologies Corporation Board of Directors,
Peter J. Graber-Lipperman
Corporate Vice President, Secretary and
Associate General Counsel

Farmington, Connecticut

• ], 2019