EXELIS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-06-03: Form 8-K; Period of report 2015-05-29; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2015-05-22: Form 8-K; Period of report 2015-05-21; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2015-05-12: Form 8-K; Period of report 2015-05-11; Description 8.01 Other Events; Details 8.01.
- 2015-05-08: Form 8-K; Period of report 2015-05-04; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans; Details 5.04.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-06-03 | 8-K | 2015-05-29 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On May 29, 2015, effective as of the closing of the merger described under Item 2.01 on this Form 8-K, pursuant to which Exelis Inc. (“Exelis”) became a wholly owned subsidiary of Harris Corporation (“Harris”), Exelis terminated its Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of December 23, 2014 (as amended, the “Credit Agreement”), among Exelis, the lenders named therein, J.P. Morgan Chase Bank, N.A., as Administrative Agent and Citibank, N.A., as Syndication Agent. 2.01 On May 29, 2015, Exelis completed its previously announced merger with a wholly owned subsidiary of Harris pursuant to the Agreement and Plan of Merger, dated as of February 5, 2015 (the “Merger Agreement”), by and among Exelis, Harris and Harris Communication Solutions (Indiana), Inc. (“Merger Sub”). 2.03 In connection with the closing of the Merger described under Item 2.01 on this Form 8-K, each of Harris and Exelis were obligated, within ten business days following the consummation of the Merger, to guarantee certain outstanding debt of the other. 3.01 On May 29, 2015, in connection with the completion of the Merger, Exelis notified the New York Stock Exchange (the “NYSE”) that trading in the Exelis Shares should be suspended and the listing of the Exelis Shares on the NYSE should be removed. 3.03 The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 A change in control of Exelis occurred on May 29, 2015, upon the effectiveness of the Articles of Merger filed with the Secretary of State of the State of Indiana, at which time Merger Sub merged with and into Exelis. 5.02 Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each then-current director of Exelis, Herman E. Bulls, Ralph F. Hake, John J. Hamre, Paul J. Kern, David F. Melcher, Patrick J. Moore, Mark L. Reuss, Billie I. Williamson and R. David Yost (together, the “Former Directors”), was removed and the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the Surviving Corporation. 5.03 Pursuant to the terms of the Merger Agreement, on May 29, 2015, the Merger occurred, and the separate existence of Merger Sub ceased, with Exelis continuing as the Surviving Corporation. | d935445d8k.htm |
| 2015-05-22 | 8-K | 2015-05-21 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On May 22, 2015, Exelis Inc. (“Exelis”) held a special meeting of its shareholders (the “Special Meeting”). 8.01 As previously disclosed, the obligation of the parties to consummate the Merger is subject to, among other things, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) applicable to the Merger. | d930209d8k.htm |
| 2015-05-12 | 8-K | 2015-05-11 | 8.01 Other Events | 8.01 As previously disclosed, on February 5, 2015, Exelis Inc. (“Exelis,” “we” or the “Company”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Harris Corporation (“Harris”) and Harris Communication Solutions (Indiana), Inc., a wholly owned subsidiary of Harris (“Merger Sub”), pursuant to which Exelis will be merged with and into Merger Sub (the “merger”), with Exelis continuing as the surviving corporation in the merger and a wholly owned subsidiary of Harris. | d924533d8k.htm |
| 2015-05-08 | 8-K | 2015-05-04 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 On May 4, 2015, Exelis Inc. (“Exelis”) received a notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, regarding a potential blackout period under the Exelis Retirement Savings Plan (“RSP”). | d923557d8k.htm |
| 2015-05-06 | 8-K | 2015-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on May 6, 2015 that includes financial information for the Company for the first quarter of 2015. | a51095867.htm |
| 2015-04-23 | 8-K | 2015-04-23 | 8.01 Other Events | 8.01 As previously disclosed, on February 5, 2015, Exelis Inc. (“Exelis”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Harris Corporation (“Harris”) and a wholly owned subsidiary of Harris (“Merger Sub”). | d914229d8k.htm |
| 2015-03-30 | 8-K | 2015-03-24 | 8.01 Other Events | 8.01 As previously disclosed, on February 5, 2015, Exelis Inc. (“Exelis”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Harris Corporation (“Harris”) and a wholly owned subsidiary of Harris. | d899158d8k.htm |
| 2015-02-27 | 8-K | 2015-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on February 27, 2015 that includes financial information for the Company for the 2014 fourth quarter and full-year 2014. | a51048676.htm |
| 2015-02-06 | 8-K | 2015-02-05 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 On February 5, 2015, Exelis Inc. (“Exelis”), Harris Corporation (“Harris”) and Harris Communication Solutions (Indiana), Inc., a wholly owned subsidiary of Harris (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into Exelis (the “Merger”), with Exelis to be the surviving corporation in the merger (the “Surviving Corporation”) and a wholly owned subsidiary of Harris. 2.02 On February 6, 2015, Harris and Exelis issued a joint press release (the “Press Release”). | d868549d8k.htm |
| 2014-12-23 | 8-K | 2014-12-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 On December 23, 2014, Exelis Inc. (the “Company”) entered into a Five-Year Competitive Advance and Revolving Credit Facility Agreement (the “2014 Credit Agreement”) by and among the Company, as borrower; each of the financial institutions party thereto as lenders; J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Barclays Bank PLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Lead Arrangers and Joint Bookrunners; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., as Syndication Agent; and Barclays Bank PLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Mizuho Bank, Ltd., SunTrust Bank, U.S. Bank National Association and Wells Fargo Bank, N.A., as Documentation Agents. | d841889d8k.htm |
| 2014-11-12 | 8-K | 2014-11-11 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | d817485d8k.htm | |
| 2014-11-04 | 8-K | 2014-11-04 | 7.01 Regulation FD Disclosure | 7.01 The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure. | a50976000.htm |
| 2014-10-31 | 8-K/A | 2014-10-31 | 7.01 Regulation FD Disclosure | 7.01 On October 31, 2014, Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, presented financial information for the Company for the third quarter of 2014, and updated fiscal 2014 guidance. | a50974271.htm |
| 2014-10-31 | 8-K | 2014-10-31 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on October 31, 2014 that includes financial information for the Company for the third quarter of 2014, and updated fiscal 2014 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the third quarter of 2014, and updated fiscal 2014 guidance on October 31, 2014. | a50973744.htm |
| 2014-09-29 | 8-K | 2014-09-25 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.01 On September 27, 2014, Exelis completed the previously announced Spin-off of Vectrus, its former Mission Systems business. 5.02 It is expected that each of Exelis Officers David F. Melcher, Chief Executive Officer and President; Peter J. Milligan, Senior Vice President, Chief Financial Officer; Ann D. Davidson, Senior Vice President Chief Legal Officer & Corporate Secretary; and A. John Procopio, Senior Vice President, Chief Human Resources Officer will receive a special-one-time cash award (a “Transaction Incentive Award”) in recognition of the additional work and responsibilities required to facilitate successful completion of the Spin-off. | d795431d8k.htm |
| 2014-09-08 | 8-K | 2014-09-06 | 8.01 Other Events | 8.01 On September 6, 2014, the board of directors of Exelis, Inc. (“Exelis”) approved the distribution to its shareholders of all of the outstanding shares of Vectrus, Inc. (“Vectrus”), its current Mission Systems business division, which will result in two separate publicly traded companies. | d784844d8k.htm |
| 2014-08-01 | 8-K | 2014-08-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on August 1, 2014 that includes financial information for the Company for the second quarter of 2014, and updated fiscal 2014 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the second quarter of 2014, and updated fiscal 2014 guidance on August 1, 2014. | a50916899.htm |
| 2014-05-09 | 8-K | 2014-05-07 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 At the Annual Meeting, the Company’s shareholders approved an amendment and restatement of the Company’s Amended and Restated Articles of Incorporation (“Articles of Incorporation”), which became effective upon the filing of the amended and restated Articles of Incorporation with the Indiana Secretary of State following the meeting. | d723223d8k.htm |
| 2014-05-02 | 8-K | 2014-05-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on May 2, 2014 that includes financial information for the Company for the first quarter of 2014, and fiscal 2014 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the first quarter of 2014, and fiscal 2014 guidance on May 2, 2014. | a50856547.htm |
| 2014-03-10 | 8-K | 2014-03-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 6, 2014, the Exelis Compensation and Personnel Committee (the “Committee”) of the Board of Directors of Exelis Inc. (the “Company”) approved stock option, restricted stock unit, and total shareholder return (“TSR”) awards for the Company’s named executive officers, Mr. Melcher, Mr. Milligan, Ms. Davidson, Mr. Young, and Mr. Procopio. | d686271d8k.htm |
| 2014-02-28 | 8-K | 2014-02-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on February 28, 2014 that includes financial information for the Company for the fourth quarter and full year 2013, and fiscal 2014 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the fourth quarter and full year 2013, and fiscal 2014 guidance on February 28, 2014. | a50814239.htm |
| 2013-12-12 | 8-K | 2013-12-11 | 7.01 Regulation FD Disclosure | 7.01 On December 11, 2013, Exelis Inc. (the “Company”) issued a press release announcing that its Board of Directors had unanimously approved a plan to spin-off a new, independent, publicly-traded military and government services company. | d644315d8k.htm |
| 2013-11-01 | 8-K | 2013-11-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on November 1, 2013 that includes financial information for the Company for the third quarter of 2013 and fiscal 2013 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the third quarter of 2013 and fiscal 2013 guidance on November 1, 2013. | a50741711.htm |
| 2013-08-02 | 8-K | 2013-08-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on August 2, 2013 that includes financial information for the Company for the second quarter of 2013 and fiscal 2013 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the second quarter of 2013 and fiscal 2013 guidance on August 2, 2013. | a50683648.htm |
| 2013-05-30 | 8-K | 2013-05-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 29, 2013, the Compensation and Personnel Committee (the “Committee”) of the Board of Directors of Exelis Inc. (the “Company”) approved amendments to the Company’s Exelis Salaried Retirement Plan (the “Pension Plan”), a qualified defined benefit pension plan, effective December 31, 2016, to freeze all benefit accruals for all persons entitled to benefits under the Pension Plan by freezing the accrual of “Benefit Service” and the crediting of “Compensation,” as such terms are defined in the Pension Plan, as of December 31, 2016. | d545390d8k.htm |
| 2013-05-09 | 8-K | 2013-05-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 8, 2013, Exelis Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). | d536748d8k.htm |
| 2013-05-03 | 8-K | 2013-05-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on May 3, 2013 that includes financial information for the Company for the first quarter of 2013 and fiscal 2013 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the first quarter of 2013 and fiscal 2013 guidance on May 3, 2013. | a50624125.htm |
| 2013-03-01 | 8-K | 2013-03-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on March 1, 2013 that includes financial information for the Company for the fourth quarter and full year 2012, and fiscal 2013 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the fourth quarter and full year 2012, and fiscal 2013 guidance on March 1, 2013. | a50581528.htm |
| 2013-01-18 | 8-K | 2013-01-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 2, 2013, Michael R. Wilson, Executive Vice President, Exelis Inc. and President of its Information Systems division announced his retirement from the Company effective March 31, 2013. | d470412d8k.htm |
| 2013-01-02 | 8-K | 2013-01-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 2, 2013, Michael R. Wilson, Executive Vice President, Exelis Inc. and President of its Information Systems division announced his retirement from the Company effective March 31, 2013. | d460038d8k.htm |
| 2012-11-28 | 8-K | 2012-11-28 | 7.01 Regulation FD Disclosure | 7.01 The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. | d445618d8k.htm |
| 2012-11-02 | 8-K | 2012-11-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on November 2, 2012 that includes financial information for the Company for the third quarter of 2012 and a reaffirmation of the Company’s previously announced fiscal 2012 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the third quarter of 2012 on November 2, 2012. | a50463793.htm |
| 2012-08-03 | 8-K | 2012-08-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Exelis Inc. (the “Company”) on August 3, 2012 that includes financial information for the Company for the second quarter 2012 and a reaffirmation of the Company’s fiscal 2012 guidance. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the second quarter of 2012 and reaffirm the Company’s fiscal 2012 guidance on August 3, 2012. | a50365851.htm |
| 2012-07-20 | 8-K | 2012-07-20 | 8.01 Other Events | 8.01 Exelis Inc. (the “Company”) provided a response to questions contained in a letter from certain members of the United States Senate Committee on Armed Services. | d382629d8k.htm |
| 2012-07-10 | 8-K | 2012-07-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective June 25, 2012 Christopher C. Bernhardt, former Executive Vice President, Exelis Inc. and former President of its Electronic Systems division retired from Exelis Inc. (the “Company”). | d377280d8k.htm |
| 2012-06-25 | 8-K | 2012-06-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Christopher C. Bernhardt, Executive Vice President, Exelis Inc. and President of its Electronic Systems division retired from the Company effective June 25, 2012. | d371987d8k.htm |
| 2012-05-11 | 8-K | 2012-05-09 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On May 9, 2012, the Exelis Inc. Board of Directors approved an amendment to the Company’s By-laws, Article 3, Section 3.1 effective on such date, providing that the Board may from time to time elect one or more Corporate Vice Presidents, to serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election and until their successors are elected and qualified or until their earlier death, retirement, resignation or removal. 5.07 On May 9, 2012, Exelis Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). | d351219d8k.htm |
| 2012-05-04 | 8-K | 2012-05-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Exelis Inc. (the “Company”) for the first quarter 2012 and reaffirmation of fiscal 2012 guidance as presented in a press release issued by the Company on May 4, 2012. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present financial information for the Company for the first quarter of 2012 and reaffirm fiscal 2012 guidance on May 4, 2012. | a50265448.htm |
| 2012-03-13 | 8-K | 2012-03-13 | 7.01 Regulation FD Disclosure | 7.01 The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. | d314383d8k.htm |
| 2012-03-09 | 8-K | 2012-03-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 6, 2012, the Exelis Compensation and Personnel Committee (the “Committee”) of the Board of Directors of Exelis Inc. (the “Company”) approved annual incentive payments and long-term incentive opportunities for the Company’s named executive officers. | d312155d8k.htm |
| 2012-03-02 | 8-K | 2012-03-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Exelis Inc. (the “Company”) for the fourth quarter and full year ending December 31, 2011 and fiscal 2012 guidance as presented in a press release issued by the Company on March 2, 2012. 7.01 Mr. David Melcher, Chief Executive Officer and President, and Mr. Peter Milligan, Senior Vice President and Chief Financial Officer, will present the financial information for the Company for the fourth quarter and full year ending December 31, 2011 and fiscal 2012 guidance on March 2, 2012. | a50190208.htm |
| 2012-01-05 | 8-K | 2012-01-05 | 7.01 Regulation FD Disclosure | 7.01 The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure. | d277829d8k.htm |
| 2011-12-01 | 8-K | 2011-12-01 | 7.01 Regulation FD Disclosure | 7.01 The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure. | y93665e8vk.htm |
| 2011-11-08 | 8-K | 2011-11-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 2, 2011, the Board of Directors (the “Board”) of Exelis Inc. (“Exelis” or the “Company”) elected Herman E. Bulls, Patrick J. Moore, Mark L. Reuss and R. David Yost to the Board effective on November 3, 2011. | y93350e8vk.htm |
| 2011-11-03 | 8-K | 2011-10-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 11, 2011, the Board of Directors of Exelis Inc. (the “Board”) adopted and approved the Exelis Inc. Excess Savings Plan (the “Excess Savings Plan”), the Exelis Inc. 2011 Omnibus Incentive Plan (the “2011 Omnibus Plan”), the Exelis Inc. 1997 Annual Incentive Plan (the “Annual Incentive Plan”), the Exelis Inc. Annual Incentive Plan for Executive Officers (the “Annual Incentive Plan for Executive Officers”), the Exelis Inc. 1997 Long-Term Incentive Plan (the “Long-Term Incentive Plan”), the Exelis Inc. Enhanced Severance Pay Plan (the “Enhanced Severance Pay Plan”), the Exelis Inc. Senior Executive Severance Pay Plan (the “Senior Executive Severance Pay Plan”), and the Exelis Inc. Special Senior Executive Severance Pay Plan (the “Special Senior Executive Severance Pay Plan”) (collectively, the “Exelis Plans”). | y93308e8vk.htm |
| 2011-10-28 | 8-K | 2011-10-25 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 On October 25, 2011, Exelis Inc. (the “Company”), as borrower, entered into a Four-Year Competitive Advance and Revolving Credit Facility Agreement (the “2011 Credit Agreement”), a senior unsecured revolving credit facility, in an aggregate principal amount of up to $600,000,000, effective as of October 28, 2011, with a syndicate of lenders arranged by J.P. Morgan Securities LLC, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities LLC, as Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Syndication Agent, and Barclays Bank Plc, Société Générale, The Royal Bank of Scotland Plc, U.S. Bank National Association, The Bank of Tokyo-Mitsubishi Ufj, Ltd. and Wells Fargo Bank, N.A., as Documentation Agents. | y93232e8vk.htm |
| 2011-10-25 | 8-K | 2011-10-25 | 7.01 Regulation FD Disclosure | 7.01 The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure. | y93176e8vk.htm |
| 2011-10-20 | 8-K | 2011-10-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 14, 2011, Exelis Inc. (the “Company”) and David F. Melcher entered into an employment letter (the “Employment Letter”) setting forth the terms and conditions of his employment as Chief Executive Officer and President of the Company effective upon the consummation of the previously announced spin-off of the Company from ITT Corporation (the “Spin-Off”). | a93147e8vk.htm |
| 2011-10-14 | 8-K | 2011-10-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 5.02 On October 11, 2011, the Board of Directors of Exelis Inc. (“Exelis” or the “Company”) determined to increase the size of the Board of Directors of the Company (the “Board”) from three directors to four directors effective as of 11:59 p.m. on October 12, 2011. 5.03 On October 11, 2011, the Board recommended for approval by its sole shareholder the Amended and Restated Articles of Incorporation of the Company, which was approved on October 11, 2011. 7.01 The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure. | y93080e8vk.htm |