As filed with the Securities and Exchange Commission on May 31, 2001
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHROP GRUMMAN CORPORATION
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Delaware 95-4840775
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Address of Registrant's Principal Executive Offices)
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1984 LONG TERM STOCK INCENTIVE PLAN OF LITTON INDUSTRIES, INC.
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JOHN H. MULLAN, ESQ.
Corporate Vice President, Secretary and Associate General Counsel
NORTHROP GRUMMAN CORPORATION
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(2) Offering Price per Aggregate Offering Registration
Share(3) Price(4) Fee(3)
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Common Stock, par 1,155,665 $68.875 68,450,006.00 $17,112.50
value $1.00 per share(1)
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(1) In connection with its offer to purchase or exchange (the "Offer') all of
the capital stock of Litton Industries, Inc., a Delaware corporation ("Litton"),
Northrop Grumman Corporation (the "Registrant") assumed 1,244,523 options under
Litton's 1984 Long-Term Stock Incentive Plan (the "Plan"). Registrant is
registering 1,155,665 shares of its common stock, par value $1.00 per share.
The amount to be registered was calculated by multiplying the total number of
assumed options by the exchange ratio fixed in the Offer (1,244,523 x 0.9286).
(2) Includes preferred share purchase rights ("Rights") issuable pursuant to the
Rights Agreement dated January 31, 2001, which Rights are related to shares of
common stock, par value $1.00 (the "Common Stock") of Northrop Grumman
Corporation (the "Registrant"), including shares registered hereunder, in the
ratio of one Right to one share. This Registration Statement shall also cover
any additional shares of Common Stock which become issuable under Litton's 1984
Long-Term Stock Incentive Plan or with respect to any options to purchase shares
of the Common Stock by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of the
outstanding shares of Registrant's Common Stock.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended. The 1,244,523
options granted under the Plan have the following exercise prices: $42.4375,
$43.3125, $50.9375 and $68.875. The proposed maximum offering price per share is
$68.875, which is the highest exercise price per share, as specified in Rule
457(h)(1).
(4) The proposed maximum aggregate offering price was calculated by multiplying
the number of shares subject to options exercisable at each of the four exercise
prices set forth in Note 3 above times the number of shares issuable at the
respective exercise prices. The calculation is as follows: (3,200 options x
$42.4375) + (723,850 options x $43.3125) + (3,000 options x $50.9375) + (514,473
options x $68.875) = $68,450,006.00 aggregate consideration payable for the
exercise of all options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
INTRODUCTION
This Registration Statement on Form S-8 is filed by Northrop Grumman
Corporation (formerly NNG, Inc.), a Delaware corporation (the "Registrant"),
relating to 1,155,665 shares of common stock, par value $1.00 per share, (and
associated Rights) of the Registrant ("Common Stock") issuable to employees and
directors of Litton Industries, Inc., a Delaware corporation ("Litton"), whose
options to purchase shares of common stock, par value $1.00 per share, of Litton
("Litton Common") were converted into options to purchase shares of Common Stock
pursuant to the Amended and Restated Agreement and Plan of Merger (the "Amended
Merger Agreement") dated as of January 23, 2001 among Northrop Grumman Systems
Corporation (formerly Northrop Grumman Corporation), a Delaware corporation and
wholly-owned subsidiary of the Registrant, Litton, the Registrant, and LII
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the
Registrant. Pursuant to the Amended Merger Agreement and in accordance with
Delaware law, Litton was merged with and into LII Acquisition Corp. with Litton
as the surviving corporation and wholly-owned subsidiary of the Registrant on
May 30, 2001, and options to purchase 1,244,523 shares of Litton Common were
assumed by the Registrant and converted into options to purchase shares of
Common Stock upon the same terms and conditions as applied to the options to
purchase Litton Common that were so converted.
Item 1. Plan Information
Not filed as part of this registration statement in accordance with the
Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
Not filed as part of this registration statement in accordance with the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated in this registration statement by
reference:
(a) The Registrant's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2000, filed on March 8, 2001;
(b) The Registrant's Registration Statement on Form S-4 filed on February
1, 2001 (File No. 333-54800), as subsequently amended from time to time;
(c) The Registrant's Definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on Wednesday, May 16, 2001, filed on April 13, 2001;
(d) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2001, filed on May 10, 2001;
(e) The Registrant's Current Report on Form 8-K, filed on April 17, 2001;
(f) The description of the Common Stock which is contained under the
caption "Description of NNG Capital Stock - Common Stock" in the Registrant's
Registration Statement on Form S-4, filed on February 1, 2001, as subsequently
amended from time to time; and
(g) The description of the Rights which is contained in the Registrant's
registration statement on Form 8-A, on March 28, 2001, including any amendment
or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such reports and documents. Copies
of these documents will not be filed with this registration statement. Any
document, and any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that such
statement is modified or superseded for purposes of this registration statement
to the extent that a statement contained herein, or in any other subsequently
filed document that also is incorporated or deemed to be incorporate by
reference herein, modifies or supersedes such document or statement. Any such
document or statement so modified or superseded shall not be deemed to
constitute a part of this registration statement except as so modified or
superseded. Subject to the foregoing, all information appearing in this
registration statement is qualified in its entirety by the information appearing
in the documents incorporated by reference.
Item 4. Description of Securities
Not applicable as the class of securities being offered (i.e. the Common
Stock) currently is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law (the "DGCL") authorizes corporations
to limit or eliminate the personal liability of directors to the corporation and
its stockholders for monetary damages in connection with the breach of a
director's fiduciary duty of care. The duty of care requires that, when acting
on behalf of the corporation, directors must exercise an informed business
judgment based on all material information reasonably available to them. Absent
the limitation authorized by the DGCL, directors could be accountable to
corporations and their stockholders for monetary damages for conduct that does
not satisfy such duty of care. Although the DGCL does not change a director's
duty of care, it enables corporations to limit available relief to equitable
remedies such as injunction or rescission. The Registrant's certificate of
incorporation limits the liability of directors to the Registrant or its
stockholders to the fullest extent permitted by the DGCL as in effect from time
to time. Specifically, directors of the Registrant will not be personally
liable for monetary damages for breach of a fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Registrant or to its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL or (iv) for any transaction from which the
director derives any improper personal benefit.
The bylaws of the Registrant provide that the Registrant shall indemnify
its officers, directors and employees to the fullest extent permitted by the
DGCL. The Registrant believes that indemnification under its bylaws covers at
least negligence and gross negligence on the part of the indemnified parties.
The Registrant has entered into an agreement with each of its directors and
certain of its officers indemnifying them to the fullest extent permitted by the
foregoing. The Registrant has also purchased director and officer liability
insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 1984 Long Term Stock Incentive Plan of Litton Industries, Inc., as
amended on September 19, 1996 (incorporated by reference to exhibit 10.14(a) to
Litton Industries, Inc.'s 1992 Annual Report on Form 10-K, filed with the
Securities and Exchange on October 29, 1992).
4.2 Registrant's Amended and Restated Certificate of Incorporation
(incorporated by reference to exhibit 3.1 to Form S-4 Registration Statement,
filed with the Securities and Exchange Commission on February 1, 2001).
4.3 Registrant's Restated Bylaws (incorporated by reference to exhibit 3.2
to Form S-4 Registration Statement, filed with the Securities and Exchange
Commission on February 1, 2001).
4.4 Rights Agreement dated as of January 31, 2001 between Northrop Grumman
Corporation and EquiServe Trust Company, N.A. (incorporated by reference to
exhibit 4.3 to Form S-4/A Registration Statement, filed with the Securities and
Exchange Commission on March 27, 2001).
5.1 Opinion of John H. Mullan regarding the validity of the securities
being registered.
15.1 Letter from Independent Accountants Regarding Unaudited Interim
Financial Information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of John H. Mullan (contained in Exhibit 5.1).
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on page 5 hereof).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 31st day of
May, 2001.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
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John H. Mullan
Corporate Vice President, Secretary and
Associate General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints W. Burks
Terry and John H. Mullan, and each or either of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or his substitute or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.
Signature Title Date
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/s/ Kent Kresa Chairman of the Board, May 30, 2001
- --------------------------------------- President and Chief Executive
Kent Kresa Officer and Director (Principal
Executive Officer)
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/s/ Richard B. Waugh, Jr. Corporate Vice President and May 30, 2001
- --------------------------------------- Chief Financial Officer
Richard B. Waugh, Jr. (Principal Financial
Officer)
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/s/ Robert B. Spiker Vice President and May 30, 2001
- --------------------------------------- Controller (Principal
Robert B. Spiker (Accounting Officer)
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/s/ John T. Chain, Jr. Director May 30, 2001
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John T. Chain, Jr.
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/s/ Vic Fazio Director May 30, 2001
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Vic Fazio
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Director
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Phillip Frost
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/s/ Charles R. Larson Director May 30, 2001
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Charles R. Larson
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/s/ Robert A. Lutz Director May 30, 2001
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Robert A. Lutz
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Director
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Aulana L. Peters
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Director
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John E. Robson
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/s/ John Brooks Slaughter Director May 30, 2001
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John Brooks Slaughter
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Director
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Lewis W. Coleman
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/s/ Dr. Ronald D. Sugar Director May 30, 2001
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Dr. Ronald D. Sugar
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EXHIBIT INDEX
Exhibit Number Description
4.1 1984 Long Term Stock Incentive Plan of Litton Industries, Inc., as amended
September 19, 1996 (incorporated by reference to exhibit 10.14(a) to Litton
Industries, Inc.'s 1992 Annual Report on Form 10-K, filed with the Securities
and Exchange on October 29, 1992).
4.2 Registrant's Amended and Restated Certificate of Incorporation (incorporated by
reference to exhibit 3.1 to Form S-4 Registration Statement, filed with the
Securities and Exchange Commission on February 1, 2001).
4.3 Registrant's Restated Bylaws (incorporated by reference to exhibit 3.2 to Form
S-4 Registration Statement, filed with the Securities and Exchange Commission on
February 1, 2001).
4.4 Rights Agreement dated as of January 31, 2001 between Northrop Grumman
Corporation and EquiServe Trust Company, N.A. (incorporated by reference to
exhibit 4.3 to Form S-4/A Registration Statement, filed with the Securities and
Exchange Commission on March 27, 2001).
5.1 Opinion of John H. Mullan regarding the validity of the securities being
registered.
15.1 Letter from Independent Accountants Regarding Unaudited Interim Financial Information
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of John H. Mullan (contained in Exhibit 5.1).
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on page 5 hereof).
EXHIBIT 5.1
[NORTHROP GRUMMAN CORPORATION LETTERHEAD]
May 30, 2001
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am a member of the bars of the States of New York and California. I am
also Corporation Vice President, Secretary and Associate General Counsel of
Northrop Grumman Corporation, a Delaware corporation (the "Company"). I am
familiar with the Registration Statement on Form S-8 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, in connection with the
registration of 1,155,665 shares of common stock, par value $1.00 per share of
the Company (the "Common Stock"), issuable under the 1984 Long-Term Stock
Incentive Plan of Litton Industries, Inc. (the "Plan"). In connection
therewith, I have examined the Company's certificate of incorporation and bylaws
and originals or copies certified or otherwise identified to my satisfaction of
such other documents, corporate records, certificates of public officials and
other instruments as I have deemed necessary or advisable for the purpose of
rendering this opinion.
Based upon the foregoing, I am of the opinion that the shares of Common
Stock issuable under the Plan, when issued, delivered and paid for in accordance
with the Plan and in the manner described in the Registration Statement, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ John H. Mullan
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John H. Mullan
Corporate Vice President, Secretary and
Associate General Counsel
EXHIBIT 15.1
Letter from Independent Accountants Regarding Unaudited Interim Financial
Information
Northrop Grumman Corporation
Los Angeles, California
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Northrop Grumman Corporation (formerly NNG,Inc.) and subsidiaries
for the period ended March 31, 2001, and Northrop Grumman Systems Corporation
(formerly Northrop Grumman Corporation) and subsidiaries for the period ended
March 31, 2000, as indicated in our report dated May 10, 2001; because we did
not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was included in Northrop
Grumman Corporation's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001, is being incorporated by reference in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
May 30, 2001
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Northrop Grumman Corporation (formerly NNG, Inc.) on Form S-8 of our report
dated January 24, 2001, except for the subsequent events footnote, as to which
the date is March 1, 2001, appearing in the Annual Report on Form 10-K/A of
Northrop Grumman Systems Corporation (formerly Northrop Grumman Corporation) for
the year ended December 31, 2000.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
May 30, 2001
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Northrop Grumman Corporation (formerly NNG, Inc.) on Form S-8 of our report
dated October 10, 2000, appearing in the Annual Report on Form 10-K of Litton
Industries, Inc. for the year ended July 31, 2000.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
May 30, 2001
