8-K

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): August 29, 2014

B/E 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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2014, Amin J. Khoury, Chairman and Co-Chief Executive Officer of B/E Aerospace, Inc. (the “Company”), and Thomas P. McCaffrey, Senior Vice President and Chief Financial Officer of the Company, each executed a letter agreement waiving rights to a gross-up in respect of excise or additional taxes under Sections 280G, 4999 and 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Such letter agreements are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and the foregoing summary is qualified in its entirety by reference to such letter agreements, the text of which is hereby incorporated by reference into this Item 5.02 disclosure.

In addition, the Company expects that, upon the effectiveness of the separation of the distribution, logistics and technical services business into a separate publicly traded company (“KLX Inc.”) that was announced by the Company on June 10, 2014 (the “Separation”), Mr. Khoury will serve as Executive Chairman of the Company and will serve as the Chairman and Chief Executive Officer of KLX Inc., and Werner Lieberherr will be the Chief Executive Officer of the Company.  It is expected that, in connection with the Separation and the change in role, Mr. Khoury will enter into an amended employment agreement with the Company that will reduce his aggregate annual current compensation (including supplemental executive retirement plan contributions) from the Company by more than fifty percent, including a reduction in annual retirement benefits from the Company to $900,000 per year.  In recognition of Mr. Khoury’s willingness to forego certain benefits under his existing employment agreement relating to the expected changes in his title, duties and responsibilities with the Company in connection with the Separation, including the accelerated vesting of all of his outstanding Company equity awards, Mr. Khoury is expected receive a deferred cash payment upon his ceasing to provide services to the Company that is equal to the cash payment he would have received had his employment with the Company terminated with “good reason” on the effective date of the Separation.

The Company also expects that, immediately prior to the effectiveness of the Separation, Mr. McCaffrey will cease to serve as Senior Vice President and Chief Financial Officer of the Company and will serve as the President and Chief Operating Officer of KLX Inc.  In connection with Mr. McCaffrey’s separation from service with the Company, it is expected that the Company will pay Mr. McCaffrey the cash amount that would be due under his existing employment agreement upon a termination of employment with the Company without “cause” or for “good reason” on the effective date of the Separation.  In light of Mr. McCaffrey’s role with KLX Inc. following the Separation, Mr. McCaffrey has agreed to forego his contractual right to accelerated vesting of his outstanding Company equity awards that would otherwise vest after March 15, 2015 upon a termination of employment and, upon the effectiveness of the Separation, such equity awards will convert into equity awards of KLX Inc. and continue to vest in accordance with their existing terms and conditions.  The Company will finalize the selection of its named executive officers following the spin-off and information concerning any other new named executive officers, including as to compensation, employment history and any directorships held in public companies, will be disclosed as required.

Item 7.01 Regulation FD Disclosure.

On August 29, 2014, the Company issued a press release announcing that, in a further step in the Separation, KLX Inc. filed a registration statement on Form 10 with the Securities and Exchange Commission.  A copy of such press release is furnished herewith as Exhibit 99.1, attached hereto and incorporated herein by reference.

The information included in this item, including Exhibit 99.1, is hereby furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)              Exhibits

10.1 Letter Agreement of Amin J. Khoury, dated August 29, 2014.

10.2 Letter Agreement of Thomas P. McCaffrey, dated August 29, 2014.

99.1 Press Release, dated August 29, 2014, issued by B/E Aerospace, Inc.

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.

B/E AEROSPACE, INC.
By:	/s/ Thomas P. McCaffrey
	Name:	Thomas P. McCaffrey
	Title:	Senior Vice President and Chief Financial Officer

Date: August 29, 2014

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
10.1	Letter Agreement of Amin J. Khoury, dated August 29, 2014.
10.2	Letter Agreement of Thomas P. McCaffrey, dated August 29, 2014.
99.1	Press Release, dated August 29, 2014, issued by B/E Aerospace, Inc.

EX-10.1

August 29, 2014

B/E Aerospace, Inc.

1400 Corporate Center Drive

Wellington, FL  33414

Dear Sirs:

Reference is made to the Amended and Restated Employment Agreement between me and B/E Aerospace, Inc., a Delaware corporation (the “Company”), dated July 29, 2013 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.  In consideration of the mutual promises hereinafter set forth, and for other good and valuable consideration, I and the Company agree to modify the Agreement in the manner set forth below.

I hereby agree, effective as of the date hereof, to waive my rights to any Gross-Up Payment relating to the application of Sections 280G and 4999 of the Code pursuant to Section 7.8 of the Agreement and to the application of Section 409A of the Code pursuant to Section 12 of the Agreement.  This waiver is voluntary. In addition, I and the Company hereby agree that, in the event that I become subject to Excise Tax under Section 4999 of the Code, the Company will reduce the applicable payments (but not below zero) to the greatest amount which may be paid without me becoming subject to the Excise Tax, but only to the extent that the reduced amount would provide me with a greater after-tax benefit than an unreduced payment that would be subject to the Excise Tax.

Except as specified above, this letter does not affect any other terms of the Agreement, which remains in full force and effect.

Very truly yours,

/s/ Amin Khoury

Amin Khoury

BE AEROSPACE, INC.

/s/ Stephen Swisher

Stephen Swisher

Vice President - Finance and Controller

EX-10.2

August 29, 2014

B/E Aerospace, Inc.

1400 Corporate Center Drive

Wellington, FL  33414

Dear Sirs:

Reference is made to the Amended and Restated Employment Agreement between me and B/E Aerospace, Inc., a Delaware corporation (the “Company”), dated July 29, 2013 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.  In consideration of the mutual promises hereinafter set forth, and for other good and valuable consideration, I and the Company agree to modify the Agreement in the manner set forth below.

I hereby agree, effective as of the date hereof, to waive my rights to any Gross-Up Payment relating to the application of Sections 280G and 4999 of the Code pursuant to Section 5(h) of the Agreement and to the application of Section 409A of the Code pursuant to Section 14 of the Agreement.  This waiver is voluntary. In addition, I and the Company hereby agree that, in the event that I become subject to Excise Tax under Section 4999 of the Code, the Company will reduce the applicable payments (but not below zero) to the greatest amount which may be paid without me becoming subject to the Excise Tax, but only to the extent that the reduced amount would provide me with a greater after-tax benefit than an unreduced payment that would be subject to the Excise Tax.

Except as specified above, this letter does not affect any other terms of the Agreement, which remains in full force and effect.

Very truly yours,

/s/ Thomas P. McCaffrey

Thomas P. McCaffrey

BE AEROSPACE, INC.

/s/ Stephen Swisher

Stephen Swisher

Vice President - Finance and Controller

EX-99.1

      #14-21 News Release
CONTACT:
Greg Powell Vice President Investor Relations B/E Aerospace, Inc. (561) 791-5000

B/E AEROSPACE ANNOUNCES FILING OF REGISTRATION STATEMENT FOR SPIN-OFF OF ITS CONSUMABLES MANAGEMENT BUSINESS SEGMENT

WELLINGTON, FL, August 29, 2014 - B/E Aerospace, Inc. (“B/E” or the “Company”) (NASDAQ:BEAV) announced today a further step in its previously announced separation of its Consumables Management Segment, consisting of the Company’s aerospace distribution and energy services businesses, through a distribution, or spin-off, to the Company’s shareholders.  The Company’s subsidiary KLX Inc. (“KLX”), to which the separated businesses will be transferred prior to the distribution, filed today a registration statement on Form 10 with the Securities and Exchange Commission.  The spin-off would take the form of a pro rata distribution of all shares of common stock of KLX to B/E shareholders.  The Company expects the receipt of shares of KLX common stock by B/E shareholders to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.  The spin-off is subject to the approval of the Board of Directors of B/E and the satisfaction of certain other conditions.  B/E may, at any time until the spin-off, decide to abandon the spin-off or modify or change the terms of the spin-off.  Holders of B/E common stock as of the record date for the spin-off will not be required to make any payment, surrender or exchange any shares of B/E common stock or take any other action to participate in the spin-off.  Additional information concerning KLX and the proposed spin-off is contained in the registration statement on Form 10.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Such forward-looking statements involve risks and uncertainties. The Company’s actual experience and results may differ materially from the experience and results anticipated in such statements.  Factors that might cause such a difference include those discussed in the Company’s filings with the Securities and Exchange Commission (SEC), which include its Proxy Statement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. For more information, see the section entitled “Forward-Looking Statements” contained in the Company’s Annual Report on Form 10-K and in other filings. The forward-looking statements included in this news release are made only as of the date of this news release and, except as required by federal securities laws and rules and regulations of the SEC, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About B/E Aerospace, Inc.

B/E Aerospace is the world’s leading manufacturer of aircraft cabin interior products and the world’s leading provider of aerospace fasteners, consumables and logistics services.  B/E Aerospace designs, develops and manufactures a broad range of products for both commercial aircraft and business jets.  B/E Aerospace manufactured products include aircraft cabin seating, lighting systems, oxygen systems, food and beverage preparation and storage equipment, galley systems, and modular lavatory systems.  The Company also provides cabin interior reconfiguration, program management and certification services.  The Company provides aerospace fasteners, consumables and logistics services as well as oilfield services and associated rental equipment.  B/E Aerospace sells and supports its products through its own global direct sales and product support organization.  For more information, visit the B/E Aerospace website at www.beaerospace.com.