As filed with the Securities and Exchange Commission on November 10, 2020
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
THE BOEING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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91-0425694
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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100 N. Riverside Plaza
Chicago, IL 60606-1596
(312) 544-2000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Grant M. Dixton
Senior
Vice President, General Counsel and Corporate Secretary
The Boeing Company
100 N. Riverside Plaza
Chicago, IL 60606-1596
(312) 544-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert M. Hayward, P.C.
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
Approximate
date of commencement of proposed sale to the public: From time to time on or after the effective date of this registration statement.
Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this registration
statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) 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. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer ☐
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Non-accelerated filer
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☐
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Smaller reporting company ☐
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Emerging growth company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price (1)(2)
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Amount of
Registration Fee
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Common Stock, par value $5.00 per share
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16,726,137
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$152.73
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$2,554,582,904.01
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$278,705.00
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933,
this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend, or similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
under the Securities Act of 1933. The price per share is based on the average of the high and low sales price for the registrants common stock as reported on the New York Stock Exchange on November 3, 2020.
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