As filed with the Securities and Exchange Commission on August 7, 2003
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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NORTHROP GRUMMAN CORPORATION 2001 LONG-TERM INCENTIVE STOCK PLAN
(Full Title of the Plan)
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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
(Name, Address and Telephone Number, Including Area Code, of Agent For
Service)
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CALCULATION OF REGISTRATION FEE
-------------------------------
Amount To Be Proposed Proposed
Title of Each Registered Maximum Maximum Amount of
Class of Offering Price Aggregate Registration
Securities To Per Share Offering Price Fee
Be Registered
- -------------------------------------------------------------------------------
Common Stock, 17,000,000 $90.66 (3) $141,220,000(3) $124,684.70(3)
par value $1.00 shares (1)(2)
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) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire
the shares of Common Stock covered by the Prospectus and, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the "Securities
Act"), an additional indeterminate number of shares, options and rights
which by reason of certain events specified in the Northrop Grumman
Corporation 2001 Long-Term Incentive Stock Plan (the "Plan"), may become
subject to the Plan.
(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 August 6, 2003, as
reported on the New York Stock Exchange.
-2-
REGISTRATION OF ADDITIONAL SECURITIES
In accordance with General Instruction E of Form S-8, Northrop
Grumman Corporation (the "Registrant") is registering additional shares of
common stock pursuant to the Northrop Grumman Corporation 2001 Long-Term Stock
Incentive Plan (the "Plan"). The Registrant currently has an effective
registration statement filed on Form S-8 relating to the Plan which registered
securities of the same class as those being registered herewith filed with the
Securities and Exchange Commission on August 10, 2001. The Registrant
incorporates by reference that registration statement on Form S-8 (File No.
333-67266), which is made a part hereof.
On March 19, 2003, the Board of Directors of the Registrant
authorized an amendment to the Plan to increase the number of shares of Common
Stock covered by the Plan to 25,000,000. This amendment was approved by the
shareholders of the Registrant at its annual meeting on May 21, 2003. 8,000,000
shares that were previously authorized to be issued under the Plan were
registered in the prior registration statement. This registration statement
registers the additional 17,000,000 shares authorized to be issued under the
Plan.
-3-
EXHIBITS
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Northrop Grumman Corporation 2001 Long-Term Incentive Stock
Plan, as amended (incorporated by reference to Exhibit B to the
Definitive Proxy Statement filed April 4, 2003).
4.2 Restated Certificate of Incorporation of Northrop Grumman
Corporation (incorporated by reference to Exhibit C to the
Definitive Proxy Statement filed April 4, 2003).
4.3 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).
4.4 Bylaws of Northrop Grumman Corporation (incorporated by
reference to Exhibit 3.B to the Form 10-K filed March 24, 2003).
4.5 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 Opinion of John H. Mullan, Esq. regarding the validity of the
securities being registered.
15 Letter from Independent Accountants Regarding Unaudited Interim
Financial Information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of John H. Mullan, Esq. (included in Exhibit 5).
24 Power of Attorney.
-4-
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 August 6, 2003.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
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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
--------- ----- ----
* President, Chief Executive August 6, 2003
- ------------------------------ Officer and Director
Ronald D. Sugar (Principal Executive
Officer)
* Corporate Vice President August 6, 2003
- ------------------------------ and Chief Financial
Richard B. Waugh, Jr. Officer (Principal
Financial Officer)
* Corporate Vice President August 6, 2003
- ------------------------------ and Controller (Principal
Sandra J. Wright Accounting Officer)
* Chairman of the Board August 6, 2003
- ------------------------------
Kent Kresa
* Director August 6, 2003
- ------------------------------
John T. Chain, Jr.
* Director August 6, 2003
- ------------------------------
Lewis W. Coleman
* Director August 6, 2003
- ------------------------------
Vic Fazio
* Director August 6, 2003
- ------------------------------
Phillip Frost
-5-
* Director August 6, 2003
- ------------------------------
Charles R. Larson
* Director August 6, 2003
- ------------------------------
Charles H. Noski
* Director August 6, 2003
- ------------------------------
Jay R. Nussbaum
* Director August 6, 2003
- ------------------------------
Philip A. Odeen
* Director August 6, 2003
- ------------------------------
Aulana L. Peters
* Director August 6, 2003
- ------------------------------
John Brooks Slaughter
* By: /s/ John H. Mullan
-----------------------------
John H. Mullan,
Attorney-in-Fact
August 6, 2003
-6-
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Northrop Grumman Corporation 2001 Long-Term Incentive Stock
Plan, as amended (incorporated by reference to Exhibit B to the
Definitive Proxy Statement filed April 4, 2003).
4.2 Restated Certificate of Incorporation of Northrop Grumman
Corporation (incorporated by reference to Exhibit C to the
Definitive Proxy Statement filed April 4, 2003).
4.3 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).
4.4 Bylaws of Northrop Grumman Corporation (incorporated by
reference to Exhibit 3.B to the Form 10-K filed March 24, 2003).
4.5 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 Opinion of John H. Mullan, Esq. regarding the validity of the
securities being registered.
15 Letter from Independent Accountants Regarding Unaudited Interim
Financial Information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of John H. Mullan, Esq. (included in Exhibit 5).
24 Power of Attorney.
-7-
EXHIBIT 5
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August 6, 2003
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, CA 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 Corporate 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
Company's registration of 17,000,000 shares of common stock, par value $1.00 per
share (the "Common Stock"), issuable under the Northrop Grumman Corporation 2001
Long-Term Incentive Stock Plan (the "Plan").
At your request, 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 option.
Based on the foregoing and upon such matters of fact and law as I have
deemed relevant, I am of the opinion that the Common Stock has been duly
authorized by all necessary corporate action on the part of the Company and,
when issued in accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the inclusion of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ John H. Mullan
- ------------------
John H. Mullan
Corporate Vice President,
Secretary and
Associate General Counsel
EXHIBIT 15
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LETTER FROM INDEPENDENT ACCOUNTANTS
REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION
August 6, 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, 2003 and 2002, and June 30, 2003 and 2002, as indicated in our
reports dated May 9, 2003, and July 25, 2003, 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, 2003, and June
30, 2003, 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
Los Angeles, California
EXHIBIT 23.1
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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 March 18, 2003
(which report expresses an unqualified opinion and includes an explanatory
paragraph relating to the Company's change in method of accounting for goodwill
and other intangible assets to conform to Statement of Financial Accounting
Standards No. 142 - Goodwill and Other Intangible Assets) appearing in the
Annual Report on Form 10-K of Northrop Grumman Corporation for the year ended
December 31, 2002.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
August 6, 2003
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 Northrop Grumman Corporation 2001 Long-Term
Incentive Stock 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.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents this 6th day of August, 2003.
/s/ Ronald D. Sugar President, Chief Executive Officer and
- ------------------------------ Director (Principal Executive Officer)
Ronald D. Sugar
/s/ Richard B. Waugh, Jr. Corporate Vice President and Chief
- ------------------------------ Financial Officer (Principal Financial
Richard B. Waugh, Jr. Officer)
/s/ Sandra J. Wright Corporate Vice President and Controller
- ------------------------------ (Principal Accounting Officer)
Sandra J. Wright
/s/ Kent Kresa Chairman of the Board
- ------------------------------
Kent Kresa
/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/ Philip A. Odeen Director
- ------------------------------
Philip A. Odeen
/s/ Aulana L. Peters Director
- ------------------------------
Aulana L. Peters
/s/ John Brooks Slaughter Director
- ------------------------------
John Brooks Slaughter