Current Report Filing (8-k)
18 Mayo 2018 - 6:30AM
Edgar (US Regulatory)
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): May 18, 2018
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-812
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06-0570975
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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10 Farm Springs Road Farmington, Connecticut 06032
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code
(860)
728-7000
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Item 8.01. Other Events.
On May 18, 2018, United Technologies Corporation (the Company) issued 750,000,000 aggregate principal amount of 1.150%
senior notes due 2024, 500,000,000 aggregate principal amount of 2.150% senior notes maturing 2030 and 750,000,000 aggregate principal amount of senior floating rate notes maturing 2020 (the Notes).
The Notes were registered under the Securities Act of 1933, as amended (the Act), pursuant to the Companys Registration
Statement on Form
S-3ASR
(File
No. 333-211035)
(the Registration Statement) filed on April 29, 2016. On May 16, 2018, the Company filed with
the SEC a Prospectus Supplement dated May 14, 2018 (the Prospectus Supplement) containing the final terms of the Notes pursuant to Rule 424(b)(2) of the Act.
In connection with the offer and sale of the Notes, the Company entered into an Underwriting Agreement, dated May 14, 2018 (the
Underwriting Agreement), and a Pricing Agreement, dated May 14, 2018 (the Pricing Agreement), each among the Company and the several underwriters named on the signature pages thereto. A form of the Underwriting Agreement
is included as Exhibit 1 to the Registration Statement. The Notes were issued under the Amended and Restated Indenture, dated as of May 1, 2001 (the Indenture), between the Company and The Bank of New York Mellon Trust Company,
N.A., as trustee. The Indenture and a form of the Notes are included as Exhibits 4(a) and 4(b) to the Registration Statement.
The Company
expects to use the net proceeds received from the issuance of the Notes for general corporate purposes.
For the relevant terms and
conditions of the Underwriting Agreement, Pricing Agreement and the Notes, please refer to the Prospectus Supplement.
This report is
not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Act
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Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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5.1
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Opinion of Wachtell, Lipton, Rosen & Katz, dated May 18, 2018 with respect to the Notes
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5.2
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Consent of Wachtell, Lipton, Rosen & Katz, dated May 18, 2018 (included in Exhibit 5.1), with respect to the Notes
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EXHIBIT INDEX
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5.1
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Opinion of Wachtell, Lipton, Rosen & Katz, dated May 18, 2018, with respect to the Notes
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5.2
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Consent of Wachtell, Lipton, Rosen & Katz, dated May 18, 2018 (included in Exhibit 5.1), with respect to the Notes
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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.
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UNITED TECHNOLOGIES CORPORATION
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(Registrant)
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Date: May 18, 2018
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By:
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/s/ Ariel David
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Ariel David
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Vice President, Associate General Counsel & Assistant Secretary
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United Technologies (NYSE:UTX)
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