As filed with the Securities and Exchange Commission on February 25, 2003
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHROP GRUMMAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 95-4840775
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1840 Century Park East
Los Angeles, California 90067
(Address, Including Zip Code, of Principal Executive Offices)
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THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
(Full Title of the Plan)
-------------------
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
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed Maximum
Title of Each Maximum Aggregate Amount of
Class of Amount To Be Offering Price Offering Price Registration Fee
Securities To Be Registered Per Share
Registered
- ----------------------------------------------------------------------------------------------
Common Stock, par 4,000,000 shares (1)(2) $89.96(3) $359,840,000(3) $29,111.06(3)
value $1.00 per
share (1) (2)
- ----------------------------------------------------------------------------------------------
(1) Each share of Common Stock, par value $1.00 per share, of Northrop Grumman
Corporation (the "Company") is accompanied by a preferred share purchase
right ("Right") issuable pursuant to the Company's Rights Agreement dated
January 31, 2001.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plan described herein.
(3) Pursuant to Rule 457(h), the maximum offering price, per share and in
the aggregate, and the registration fee were calculated based upon the
average of the high and low prices of the Common Stock on February 24, 2003,
as reported on the New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company filed with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 2001, filed with the Commission on March 22, 2002;
(b) The Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, 2002, June 30, 2002 and September 30, 2002, filed
with the Commission on May 10, 2002, July 30, 2002 and November 12, 2002,
respectively;
(c) The Company's Current Reports on Form 8-K/A filed with the
Commission on January 14, 2002, February 1, 2002 and January 22, 2003 and
Current Reports on Form 8-K filed with the Commission on October 17, 2002,
November 19, 2002, November 25, 2002, November 27, 2002, December 5, 2002,
December 10, 2002, December 11, 2002, December 12, 2002, December 13, 2002,
December 20, 2002 and December 27, 2002;
(d) The Form 11-K filed with respect to The TRW Employee Stock
Ownership and Savings Plan (the "Plan") for the year ended December 31,
2001;
(e) The description of the Company's Common Stock contained under the
caption "Description of NNG Capital Stock - Common Stock" in the Company's
Registration Statement on Form S-4 filed with the Commission on February 1,
2001 (File No. 333-54800), and any amendment or report filed for the purpose
of updating such description; and
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(f) The description of the Rights contained in the Company's
Registration Statement on Form 8-A filed with the Commission on March 28,
2001, and any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any information which is furnished in any such
report and which is not deemed "filed" under the Securities Act or the Exchange
Act is not incorporated by reference herein. Any statement contained herein or
in a document, all or a portion of which is 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 a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock, par value $1.00 per share (the "Common Stock"),
is registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation, a derivative action), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
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criminal action or proceedings, had no reasonable cause to believe their conduct
was unlawful.
A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's certificate of
incorporation, bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.
As permitted by Section 145 of the Delaware General Corporation Law, Article
EIGHTEENTH of the Company's restated certificate of incorporation, as amended,
provides:
"A director of the Corporation shall not be personally liable to the
Corporation or to its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the directors'
duty of loyalty to the Corporation 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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derives
any improper personal benefit. If, after approval of this Article by the
stockholders of the Corporation, the General Corporation Law of the State of
Delaware is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended. Any repeal or
modification of this Article by the stockholders of the Corporation as provided
in Article SEVENTEENTH hereof shall not adversely affect any right or protection
of a director of the Corporation existing at the time of such repeal or
modification."
The Company 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 Company has also purchased director and officer liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Restated Certificate of Incorporation of Northrop Grumman
Corporation (incorporated by reference to Exhibit D to the
Definitive Proxy Statement filed April 13, 2002).
4.2 Certificate of Designations, Preferences and Rights of Series
B Preferred Stock of Northrop Grumman Corporation
(incorporated by reference to Exhibit C to the Definitive
Proxy Statement filed April 13, 2001).
4.3 Bylaws of Northrop Grumman Corporation (incorporated by
reference to Exhibit 3.4 to Amendment No. 6 to Form S-4
Registration Statement No. 333-83672 filed September 13,
2002).
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 Amendment
No. 2 to Form S-4 Registration Statement No. 333-54800 filed
March 27, 2001).
5 The undersigned registrant hereby undertakes that the
registrant will submit or has submitted the plan and any
amendments thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes
required by the IRS in order to qualify the plan.
15 Letter from Independent Accountants Regarding Unaudited
Interim Financial Information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney.
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:
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(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 may be permitted to directors, executive officers and
controlling persons of the registrant pursuant to the provisions described
in Item 6 above, or otherwise, the registrant has been advised that in the
opinion of the 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 February 25, 2003.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
--------------------------------------
John H. Mullan
Corporate Vice President,
Secretary and Associate General Counsel
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board, Chief February 25, 2003
- ------------------------------------ Executive Officer and Director
Kent Kresa (Principal Executive Officer)
* President, Chief Operating February 25, 2003
- ------------------------------------
Ronald D. Sugar Officer and Director
* Corporate Vice President and February 25, 2003
- ------------------------------------
Richard B. Waugh, Jr. Chief Financial Officer
(Principal Financial Officer)
* Corporate Vice President and February 25, 2003
- ------------------------------------
Sandra J. Wright Controller (Principal
Accounting Officer)
* Director February 25, 2003
- ------------------------------------
John T. Chain, Jr.
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* Director February 25, 2003
- ------------------------------------
Lewis W. Coleman
* Director February 25, 2003
- ------------------------------------
Vic Fazio
* Director February 25, 2003
- ------------------------------------
Phillip Frost
* Director February 25, 2003
- ------------------------------------
Charles R. Larson
* Director February 25, 2003
- ------------------------------------
Charles H. Noski
* Director February 25, 2003
- ------------------------------------
Jay R. Nussbaum
Director
- ------------------------------------
Philip A. Odeen
* Director February 25, 2003
- ------------------------------------
Aulana L. Peters
* Director February 25, 2003
- ------------------------------------
John Brooks Slaughter
* By: /s/ John H. Mullan
-----------------------------
John H. Mullan,
Attorney-in-Fact
February 25, 2003
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Pursuant to the requirements of the Securities Act of 1933, the trustees have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, the State of
California, on February 25, 2003.
THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN
By: /s/ Patricia H. Summers
----------------------------------------------
Name: Patricia H. Summers
Member and by delegation on behalf of the
Plan Administrative Committee
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EXHIBIT INDEX
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Exhibit Description
------- -----------
15 Letter from Independent Accountants Regarding
Unaudited Interim Financial Information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ernst & Young LLP
24 Power of Attorney
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EXHIBIT 15
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LETTER FROM INDEPENDENT ACCOUNTANTS
REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION
February 21, 2003
Northrop Grumman Corporation
1840 Century Park East
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 and subsidiaries for the periods
ended March 31, 2002 and 2001, and June 30, 2002 and 2001, and September 30,
2002 and 2001, as indicated in our reports dated May 8, 2002, July 26, 2002, and
November 11, 2002, respectively; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, and June
30, 2002, and September 30, 2002, are being incorporated by reference in this
Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are 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
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EXHIBIT 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Northrop Grumman Corporation on Form S-8 of our report dated February 18, 2002,
except for the Subsequent Events footnote, as to which the date is March 18,
2002, appearing in the Annual Report on Form 10-K of Northrop Grumman
Corporation for the year ended December 31, 2001.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Los Angeles, California
February 21, 2003
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EXHIBIT 23.2
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference of our report dated June 19,
2002, with respect to the financial statements and schedule of The TRW Employee
Stock Ownership and Savings Plan included in the Plan's Annual Report (Form
11-K) for the year ended December 31, 2001, incorporated by reference in the
Northrop Grumman Corporation Registration Statement on Form S-8 pertaining to
The TRW Employee Stock Ownership and Savings Plan.
/s/ Ernst & Young LLP
- --------------------
Ernst & Young LLP
Cleveland, Ohio
February 24, 2003
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EXHIBIT 24
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POWER OF ATTORNEY
FILING OF REGISTRATION STATEMENT ON FORM S-8
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of NORTHROP GRUMMAN CORPORATION, a Delaware corporation (the
"Company"), hereby nominate and appoint W. BURKS TERRY and JOHN H. MULLAN, and
each of them acting or signing singly, as his or her agents and
attorneys-in-fact (the "Agents"), in his or her respective name and in the
capacity or capacities indicated below to execute and/or file, with all exhibits
thereto, and other documents in connection therewith, (1) a registration
statement on Form S-8 under the Securities Act of 1933, as amended, (the "Act"),
in connection with the registration under the Act of shares of the Company's
common stock issuable under The TRW Employee Stock Ownership and Savings Plan
(including the schedules and all exhibits and other documents filed therewith or
constituting a part thereof); and (2) any one or more amendments to any part of
the foregoing registration statement, including any post-effective amendments,
or appendices or supplements that may be required to be filed under the Act to
keep such registration statement effective or to terminate its effectiveness.
Further, the undersigned do hereby authorize and direct such agents and
attorneys-in-fact to take any and all actions and execute and file any and all
documents with the Securities and Exchange Commission (the "SEC"), or state
regulatory agencies, necessary, proper or convenient in their opinion to comply
with the Act and the rules and regulations or orders of the SEC, or state
regulatory agencies, adopted or issued pursuant thereto, including the making of
any requests for acceleration of the effective date of said registration
statement, to the end that the registration statement of the Company shall
become effective under the Act and any other applicable law.
Finally, each of the undersigned does hereby ratify, confirm and approve
each and every act and document which the said appointment agents and
attorneys-in-fact may take, execute or file pursuant thereto with the same force
and effect as though such action had been taken or such documents had been
executed or filed by the undersigned respectively.
This Power of Attorney shall remain in full force and effect until revoked
or superseded by written notice filed with the SEC.
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IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 25th day of February, 2003.
/s/ Kent Kresa Chairman of the Board, Chief Executive Officer and
- ---------------------------------- Director (Principal Executive Officer)
Kent Kresa
/s/ Ronald D. Sugar
- ---------------------------------- President, Chief Operating Officer and Director
Ronald D. Sugar
/s/ Richard B. Waugh, Jr. Corporate Vice President and Chief Financial
- ---------------------------------- Officer (Principal Financial Officer)
Richard B. Waugh, Jr.
/s/ Sandra J. Wright Corporate Vice President and Controller (Principal
- ---------------------------------- Accounting Officer)
Sandra J. Wright
/s/ John T. Chain, Jr. Director
- ----------------------------------
John T. Chain, Jr.
/s/ Lewis W. Coleman Director
- ----------------------------------
Lewis W. Coleman
/s/ Vic Fazio Director
- ----------------------------------
Vic Fazio
/s/ Phillip Frost Director
- ----------------------------------
Phillip Frost
/s/ Charles R. Larson Director
- ----------------------------------
Charles R. Larson
/s/ Charles H. Noski Director
- ----------------------------------
Charles H. Noski
/s/ Jay H. Nussbaum Director
- ----------------------------------
Jay H. Nussbaum
/s/ Aulana L. Peters Director
- ----------------------------------
Aulana L. Peters
/s/ John Brooks Slaughter Director
- ----------------------------------
John Brooks Slaughter
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