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 9, 2020
 
TEXTRON INC.
(Exact name of Registrant as specified in its charter)
 
Delaware	 	1-5480	 	05-0315468	
(State of
Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification Number)	

40 Westminster Street, Providence, Rhode Island   02903
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (401) 421-2800
 
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 (see General Instructions A.2. below):
 
¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨      Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading Symbol(s)	 	Name of exchange on which registered	
Common Stock – par value $0.125	 	TXT	 	New York Stock Exchange	

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 7.01	Regulation FD Disclosure.	
 
Textron Inc. has issued a press release responding to a purported tender offer which it believes to be fictitious. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The information contained in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
	Item 9.01	Financial Statements and Exhibits	
 
(d) Exhibits
 
The following exhibit is filed herewith:
 
Exhibit
Number	 	Description	
99.1	 	Press release dated November 9, 2020.	
104	 	Cover Page Interactive Data File (embedded within the Inline XBRL document)	

 

 
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.
 
 	TEXTRON INC.	
 	(Registrant)	
 	 	
 	By:	/s/ E. Robert Lupone	
 	 	E. Robert Lupone	
 	 	Executive Vice President,	
 	 	General Counsel and Secretary	

Date: November 9, 2020

 
Exhibit 99.1
 
TEXTRON RESPONDS TO PURPORTED TENDER OFFER
 
November 9, 2020
 
PROVIDENCE, R.I.-- (BUSINESS WIRE) -- Textron Inc. (NYSE:TXT) today responded to a purported tender offer by Xcalibur Aerospace Ltd. to acquire Textron’s common stock. Textron believes that the purported tender offer is fictitious and is being made in violation of U.S. securities laws, including relevant filing and disclosure requirements. Textron further notes that in the past two years Textron has received other purported indications of interest from Xcalibur, and each time Xcalibur has been unable to provide details of its financial wherewithal. As it has done previously, Textron has informed relevant authorities of this most recent fictitious offer.
 
We urge investors to carefully scrutinize any communications from the purported offeror and to rely only on tender offer materials, if any, that are properly filed with the U.S. Securities and Exchange Commission. Unless and until a valid tender offer is made, Textron does not expect to comment further regarding the actions of the purported offeror.
 
About Textron Inc.
 
Textron Inc. is a multi-industry company that leverages its global network of aircraft, defense, industrial and finance businesses to provide customers with innovative solutions and services. Textron is known around the world for its powerful brands such as Bell, Cessna, Beechcraft, Hawker, Jacobsen, Kautex, Lycoming, E-Z-GO, Arctic Cat, Textron Systems, and TRU Simulation + Training. For more information visit: www.textron.com
 
Investor Contacts:
 
Eric Salander – 401-457-2288
 
Cameron Vollmuth – 401-457-2288
 
Media Contact:
 
Michael Maynard – 401-457-2362