EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
B/E Aerospace, Inc., a Delaware corporation (the Company), is filing this post-effective amendment related to the following registration statements of the Company on Form S-8 (collectively, the Registration Statements) filed by the Company with the Securities and Exchange Commission (the SEC):
1.
Registration statement no. 333-207213, registering 50,000 shares of common stock, par value $0.01 per share, of the Company (the Common Stock) issuable under the B/E Aerospace, Inc. Amended and Restated Non-Employee Directors Stock and Deferred Compensation Plan, which was filed with the SEC and became effective on September 30, 2015.
2.
Registration statement no. 333-199791, registering 30,894 shares of Common Stock issuable under the Restricted Stock Inducement Award Agreement for Joseph T. Lower, which was filed with the SEC and became effective on November 3, 2014.
3.
Registration statement no. 333-191995, registering $20,000,000 of Deferred Compensation Obligations under the B/E Aerospace, Inc. 2010 Deferred Compensation Plan, which was filed with the SEC and became effective on October 30, 2013.
4.
Registration statement no. 333-191994, registering 500,000 shares of Common Stock issuable under the B/E Aerospace, Inc. Amended and Restated 1994 Employee Stock Purchase Plan, which was filed with the SEC and became effective on October 30, 2013.
5.
Registration statement no. 333-184705, registering 5,000,000 shares of Common Stock issuable under the B/E Aerospace, Inc. 2005 Long-Term Incentive Plan, which was filed with the SEC and became effective on November 1, 2012.
6.
Registration statement no. 333-170494, registering $20,000,000 of Deferred Compensation Obligations under the BE Aerospace, Inc. 2010 Deferred Compensation Plan, which was filed with the SEC and became effective on November 9, 2010.
7.
Registration statement no. 333-168528, registering 500,000 shares of Common Stock and issuable under the BE Aerospace, Inc. 1994 Employee Stock Purchase Plan, which was filed with the SEC and became effective on August 4, 2010.
8.
Registration statement no. 333-161028, registering 4,500,000 shares of Common Stock issuable under the BE Aerospace, Inc. 2005 Long-Term Incentive Plan, which was filed with the SEC and became effective August 4, 2009.
2
9.
Registration statement no. 333-136974, registering 2,000,000 shares of Common Stock issuable under the BE Aerospace, Inc. 2005 Long-Term Incentive Plan, which was filed with the SEC and became effective on August 29, 2006.
10.
Registration statement no. 333-130675, registering (i) 1,696,983 shares of Common Stock issuable under the BE Aerospace, Inc. 2005 Long-Term Incentive Plan and (ii) 500,000 shares of Common Stock for issuance under the Amended and Restated BE Aerospace, Inc. 1994 Employee Stock Purchase Plan (including associated plan interests), which was filed with the SEC and became effective on December 23, 2005.
On April 13, 2017, pursuant to the Agreement and Plan of Merger, dated as of October 23, 2016 (the Merger Agreement), by and among the Company, Rockwell Collins, Inc., a Delaware corporation (the Parent), and Quarterback Merger Sub Corp., a Delaware corporation (Merger Sub), Merger Sub merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of the Parent. As a result of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Companys securities pursuant to the Registration Statements.
Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, by means of this post-effective amendment, removes from registration any and all securities of the Company that had been registered for issuance but remain unsold under the Registration Statements.
3