As filed with the Securities and Exchange Commission on July 10, 2001 Registration No. 333-03959 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ NORTHROP GRUMMAN CORPORATION (Formerly NNG, Inc.) (Exact name of Registrant as specified in its charter) DELAWARE 001-16411 95-4840775 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1840 CENTURY PARK EAST LOS ANGELES, CALIFORNIA 90067 (Address of Principal Executive Offices, Including Zip Code) (310) 553-6262 (Registrant's Telephone Number, Including Area Code) _________________________ NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS DIVISION SAVINGS PROGRAM NORTHROP GRUMMAN PEI SAVINGS PLAN (Full title of the plan) _________________________ W. Burks Terry Corporate Vice President and General Counsel Northrop Grumman Corporation 1840 Century Park East Los Angeles, California 90067 (310) 553-6262 (Name, address, including zip code, and telephone number, including area code, of agent for service) _________________________ Copies to: Andrew E. Bogen, Esq. Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 (213) 229-7000 ================================================================================
EXPLANATORY NOTE POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 This post-effective amendment is being filed pursuant to Rule 414 under the Securities Exchange Act of 1933, as amended (the "Securities Act"), to reflect the creation by Northrop Grumman Systems Corporation (formerly Northrop Grumman Corporation), a Delaware corporation ("Systems"), of a new holding company, Northrop Grumman Corporation (formerly NNG, Inc.) a Delaware corporation ("New Northrop Grumman"), above Systems. The creation of New Northrop Grumman was effected pursuant to an Amended and Restated Agreement and Plan of Merger (the "Amended Merger Agreement"), dated January 23, 2001, among New Northrop Grumman, Systems, Litton Industries, Inc., a Delaware corporation ("Litton") and LII Acquisition Corp., a Delaware corporation and wholly owned subsidiary of New Northrop Grumman ("LII"). As contemplated by the Amended Merger Agreement, on April 2, 2001, Systems completed a corporate reorganization (the "Northrop Reorganization") that was effected by action of its Board of Directors without a vote of Systems' stockholders, pursuant to Section 251(g) of the Delaware General Corporation Law (the "DGCL") and an Agreement and Plan of Merger, dated as of March 20, 2001 (the "Merger Agreement"), between Systems, New Northrop Grumman and NGC Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary of Systems ("NGC"). In the Northrop Reorganization, NGC was merged with and into Systems, with Systems as the surviving corporation and a wholly-owned subsidiary of New Northrop Grumman, the new holding company. Pursuant to the requirements of Section 251(g) of the DGCL, at the effective time of that merger and in connection with the Northrop Reorganization, New Northrop Grumman changed its name from NNG, Inc. to "Northrop Grumman Corporation," and Systems changed its name to "Northrop Grumman Systems Corporation." Upon consummation of the Northrop Reorganization and in accordance with Section 251(g) of the DGCL, (a) all of the outstanding shares of capital stock of Systems were automatically converted into the same number of shares of the same class of capital stock of New Northrop Grumman, and (b) each certificate representing shares of Northrop capital stock, without any action on the part of the holder thereof, is now deemed to represent an equal number of shares of the same class of capital stock of New Northrop Grumman. In accordance with Rule 414 under the Securities Act, New Northrop Grumman, as the successor issuer to Systems, hereby expressly adopts this registration statement as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended. The Northrop Grumman Electronic Sensors & Systems Division Savings Program shall continue to be known as the Northrop Grumman Electronic Sensors & Systems Division Savings Program, and the Northrop Grumman PEI Savings Plan shall continue to be known as the Northrop Grumman PEI Savings Plan (collectively, the "Plans"). The Plans continue to cover employees of Systems. However, shares of stock issued in accordance with the Plans shall be shares of stock of the New Northrop Grumman rather than shares of stock of Systems. The applicable registration fees were paid at the time of the original filing of this registration statement.
Item 8. Exhibit 24.1 Power of Attorney. 3
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, 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 amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Los Angeles, state of California, on July 9, 2001 NORTHROP GRUMMAN CORPORATION (formerly NNG, Inc.) By: /s/ John H. Mullan ------------------------------- John H. Mullan Corporate Vice, Secretary and Associate General Counsel Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE Chairman of the Board, President and Chief * Executive Officer and ____________________________ Director (Principal Executive July 9, 2001 Kent Kresa Officer) * Corporate Vice President and ____________________________ Chief Financial Officer July 9, 2001 Richard B. Waugh, Jr (Principal Financial Officer) * Vice President and Controller ____________________________ (Principal Accounting Officer) July 9, 2001 Sandra Wright * Director July 9, 2001 ____________________________ 4
John T. Chain, Jr. ______________________________ Director Lewis W. Coleman ____________*_________________ Director July 9, 2001 Vic Fazio ____________*_________________ Director July 9, 2001 Phillip Frost ____________*_________________ Director July 9, 2001 Charles R. Larson ______________________________ Director Robert A. Lutz ______________________________ Director Aulana L. Peters ______________________________ Director John Brooks Slaughter ____________*_________________ Director July 9, 2001 Dr. Ronald D. Sugar /s/ John H. Mullan By: __________________________ John H. Mullan, As attorney-in-fact pursuant to authority granted under Power of Attorney filed with this Registration Statement 5
Exhibit Index Exhibit Description - ------- ----------- 24.1 Power of Attorney. 6
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Northrop Grumman Corporation, a Delaware corporation (the "Company"), appoint W. BURKS TERRY and JOHN H. MULLAN, and each or either of them, as 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 execute and/or file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following registration statements, with all exhibits thereto and other documents in connection therewith: (1) Registration Statement on Form S-8 filed on July 17, 1987 (File No. 33-15764), as subsequently amended from time to time; (2) Registration Statement on Form S-8 filed on June 11, 1993 (File No. 33-49667), as subsequently amended from time to time; (3) Registration Statement on Form S-8 filed on June 2, 1995 (File No. 33- 59815), as subsequently amended from time to time; (4) Registration Statement on Form S-8 filed on June 2, 1995 (File No. 33- 59853), as subsequently amended from time to time; (5) Registration Statement on Form S-8 filed on May 17, 1996 (File No. 333-03959), as subsequently amended from time to time; and (6) Registration Statement on Form S-8 filed on November 25, 1998 (File No. 333-68003), as subsequently amended from time to time. Further, the undersigned do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done in and about the foregoing 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 any of their respective substitute or their substitutes, may lawfully do or cause to be done by virtue hereof. [signature page follows] 1
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 9th day of July 2001. SIGNATURE TITLE Chairman of the Board, President and Chief Executive Officer and Director /s/ Kent Kresa (Principal Executive Officer) _______________________________________ Kent Kresa Corporate Vice President and Chief Financial Officer /s/ Richard B. Waugh, Jr. (Principal Financial Officer) _______________________________________ Richard B. Waugh, Jr. Vice President and Controller (Principal Accounting /s/ Sandra Wright Officer) _______________________________________ Sandra Wright /s/ John T. Chain, Jr. _______________________________________ Director John T. Chain, Jr. _______________________________________ Director Lewis W. Coleman /s/ Vic Fazio _______________________________________ Director Vic Fazio /s/ Phillip Frost _______________________________________ Director Phillip Frost /s/ Charles R. Larson _______________________________________ Director Charles R. Larson _______________________________________ Director Robert A. Lutz _______________________________________ Director Aulana L. Peters _______________________________________ Director John Brooks Slaughter /s/ Dr. Ronald D. Sugar _______________________________________ Director Dr. Ronald D. Sugar 2