-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LZVKPzVh/dUzvajjp3nRLq/AnpeEsRLlW+jOOMe0qnKlQIe9wetL9JbSnzpH7N6i D7LrXnq2P6jxv8GHqWiW+Q== 0000947871-07-000109.txt : 20070201 0000947871-07-000109.hdr.sgml : 20070201 20070201085020 ACCESSION NUMBER: 0000947871-07-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070129 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070201 DATE AS OF CHANGE: 20070201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BE AEROSPACE INC CENTRAL INDEX KEY: 0000861361 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 061209796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18348 FILM NUMBER: 07570077 BUSINESS ADDRESS: STREET 1: 1400 CORPORATE CTR WY CITY: WELLINGTON STATE: FL ZIP: 33414 BUSINESS PHONE: 5617915000 MAIL ADDRESS: STREET 1: 1400 CORPORATE CENTER WAY STREET 2: 1400 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414 FORMER COMPANY: FORMER CONFORMED NAME: BE AVIONICS INC DATE OF NAME CHANGE: 19920608 8-K 1 beaerospaceform8k01292007.txt CURRENT REPORT 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): January 29, 2007 ---------------- BE AEROSPACE, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-18348 06-1209796 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification No.) 1400 Corporate Center Way, Wellington, Florida 33414 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 791-5000 --------------- 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: [ ] 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)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On January 30, 2007, BE Aerospace, Inc. (the "Company") issued a press release announcing the appointments of Charles L. Chadwell and Arthur E. Wegner as directors of the Company, effective January 29, 2007. Mr. Chadwell will serve on the Compensation Committee and Mr. Wegner will serve on the Audit Committee of the Board of Directors. Mr. Wegner is a Class I director and is expected to be nominated for re-election by stockholders at the Company's 2007 Annual Meeting of Stockholders. Mr. Chadwell is a Class III director and is expected to be nominated for re-election by stockholders at the Company's 2009 Annual Meeting of Stockholders. There was no arrangement or understanding between either Mr. Chadwell or Mr. Wegner and any other persons pursuant to which they were selected as directors and there are no related party transactions between Mr. Chadwell and Mr. Wegner and the Company. A copy of the Company's press release announcing the election of Mr. Chadwell and Mr. Wegner is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press release, dated January 30, 2007, issued by BE Aerospace, Inc. announcing the appointment of Charles L. Chadwell and Arthur E. Wegner to the Board of Directors. SIGNATURE 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. BE AEROSPACE, INC. By: /s/ Thomas P. McCaffrey ------------------------------------- Name: Thomas P. McCaffrey Title: Senior Vice President of Administration and Chief Financial Officer Date: January 31, 2007 EX-99.1 2 x99-1.txt PRESS RELEASE Exhibit 99.1 B/E Aerospace Announces the Appointment of Charles L. Chadwell and Arthur E. Wegner to the Board of Directors WELLINGTON, Fla.--(BUSINESS WIRE)--Jan. 30, 2007--B/E Aerospace Inc. (Nasdaq:BEAV), the world's leading manufacturer of aircraft cabin interior products and a leading aftermarket distributor of aerospace fasteners, today announced the appointment of Charles L. Chadwell and Arthur E. Wegner to its Board of Directors, effective January 29, 2007. The appointments of Mr. Chadwell and Mr. Wegner will increase the size of B/E's board to nine members. Mr. Chadwell has also been appointed to serve as a member of the Compensation Committee and Mr. Wegner has been appointed to serve as a member of the Audit Committee. Prior to joining B/E's board, Mr. Chadwell served as Vice President and General Manager, Commercial Engine Operations for GE Aircraft Engines until his retirement in 2002. Mr. Chadwell joined General Electric in 1965 and has held a variety of senior management positions with GE Aircraft Engines, including Vice President - Human Resources, Vice President and General Manager - Product and Procurement, General Manager - Sourcing Operations, among others, during his distinguished career. Prior to joining B/E's board, Mr. Wegner served as Executive Vice President of Raytheon Company and Chairman of Raytheon Aircraft, until his retirement from both positions in 2000. Mr. Wegner joined Raytheon Company in July 1993 and served in a variety of senior management positions. Prior to joining Raytheon Company, Mr. Wegner spent 20 years with United Technologies Corporation, where he served in various senior management positions, including Executive Vice President and President of United Technologies Corporation's Aerospace and Defense Sector. Amin J. Khoury, Chairman of B/E's Board of Directors and B/E's Chief Executive Officer, said: "I am very pleased to welcome Mr. Chadwell and Mr. Wegner to our Board of Directors. Mr. Chadwell's and Mr. Wegner's depth of experience in our industry will further strengthen our board and provide a valuable contribution to B/E. They both share our commitment to quality and continuous improvement in all facets of our business, and will bring to the board valuable perspective in many important areas." About B/E Aerospace, Inc. B/E Aerospace, Inc. is the world's leading manufacturer of aircraft cabin interior products, and a leading aftermarket distributor of aerospace fasteners. B/E designs, develops and manufactures a broad range of products for both commercial aircraft and business jets. B/E manufactured products include aircraft cabin seating, lighting, oxygen, and food and beverage preparation and storage equipment. The company also provides cabin interior design, reconfiguration and passenger-to-freighter conversion services. Products for the existing aircraft fleet - the aftermarket - generate about 60 percent of sales. B/E sells and supports its products through its own global direct sales and product support organization. For more information, visit B/E's website at www.beaerospace.com. CONTACT: B/E Aerospace, Inc. Greg Powell, Director of Investor Relations 561-791-5000 ext. 1450 -----END PRIVACY-ENHANCED MESSAGE-----