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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ________________________ NORTHROP GRUMMAN CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-1055798 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1840 CENTURY PARK EAST LOS ANGELES, CALIFORNIA 90067 (310) 201-3000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ____________________________ LOGICON 1991 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS LOGICON 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN LOGICON INCENTIVE STOCK OPTION PLAN NO. 3 LOGICON 1990 NON-QUALIFIED STOCK OPTION PLAN LOGICON EMPLOYEE STOCK PURCHASE PLAN ____________________________ James C. Johnson, Esq. Corporate Vice President, Secretary and Assistant General Counsel Northrop Grumman Corporation 1840 Century Park East Los Angeles, California 90067 (310) 201-3000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS) ____ CALCULATION OF REGISTRATION FEE (1) Includes rights ("Rights") issuable pursuant to that certain Common Stock Purchase Rights Plan dated September 21, 1988, which Rights are related to shares of Common Stock (including shares registered hereunder) in the ratio of one Right to one share. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Logicon Employee Stock Purchase Plan (the "ESPP") described herein. (3) Of this number, 234,281 shares are being registered for issuance pursuant to the Logicon 1992 Employee Incentive Stock Option Plan, 34,810 shares are being registered for issuance pursuant to the Logicon 1991 Stock Option Plan for Non-Employee Directors, 26,021 shares are being registered for issuance pursuant to the Logicon Incentive Stock Option Plan No. 3, 5,094 shares are being registered for issuance pursuant to the Logicon 1990 Non- Qualified Stock Option Plan, 6,845 shares are being registered to cover previous issuances of unregistered shares under certain of these plans and 132,965 shares are being registered for issuance pursuant to the ESPP. Pursuant to Rule 416, this Registration Statement also covers such additional securities as may become issuable pursuant to any anti-dilution provisions of these plans. (4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of the common stock of Northrop Grumman Corporation quoted on the New York Stock Exchange, Inc. on August 22, 1997.
============================================================================================================================= Proposed Proposed Maximum Maximum Amount of Title of Each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Registration Registered Registered Security(4) Price(4) Fee(4) - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share(1)(2) 440,016(3) 118 7/32 $52,018,142 $15,763.07 ============================================================================================================================= EXPLANATORY NOTE This registration statement on Form S-8 is being filed in relation to the acquisition of Logicon, Inc. ("Logicon") by Northrop Grumman Corporation (the "Company" or the "Registrant") and the subsequent conversion of employee benefit plans offering Logicon common stock to employee benefit plans offering Company common stock. Logicon ceased to be a registrant upon the filing of a Form 15 with the Securities and Exchange Commission (the "Commission") on August 5, 1997. The contents of the following registration statements on Form S-8 filed with the Commission by Logicon or the former Geodynamics Corporation ("Geodynamics") in relation to the employee benefit plans so indicated are hereby incorporated herein by reference: the Logicon 1992 Employee Incentive Stock Option Plan (Registration No. 33-45813) filed February 19, 1992; the Logicon 1991 Stock Option Plan for Non-Employee Directors (Registration No. 33-45813) filed February 19, 1992; the Geodynamics Incentive Stock Option Plan No. 3 (Registration No. 33-28247); the Geodynamics 1990 Non-Qualified Stock Option Plan (Registration No. 33-39083) and the Logicon Employee Stock Purchase Plan (the "ESPP")(Registration No. 2-82907). PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUSES ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* *Information required by Part I to be contained in the Section 10(a) prospectuses is omitted from 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 Company or the ESPP with the Commission are hereby incorporated by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (b) The ESPP's Annual Report on Form 11-K for the fiscal year ended December 31, 1996; (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the registrant document referred to in (a) above; (d) The description of the Company's Common Stock which is contained in the Company's registration statement on Form 8-B dated June 20, 1985 filed under the Exchange Act; and (e) The description of the Company's Common Stock Purchase Rights which is contained in the Company's registration statement on Form 8-A dated September 22, 1988, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company or the ESPP pursuant to Sections 13(a), 13(c), 14