As filed with the Securities and Exchange Commission on March 31, 1999
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 95-1055798
(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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EMPLOYEES STOCK PURCHASE PLAN OF LOGICON, INC.
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JOHN H. MULLAN, ESQ.
Corporate Vice President and Secretary
NORTHROP GRUMMAN CORPORATION
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
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CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price per Aggregate Registration
to be Registered be Registered Share(3) Offering Price(3) Fee(3)
- ----------------------------------------------------------------------------------------------------------------------------
Common stock, par value
$1.00 per share (1)(2) 175,000 shares $59 19/32 $10,428.91 $2,899.24
============================================================================================================================
(1) Includes rights ("Rights") issuable pursuant to the Common Stock Purchase
Rights Plan dated September 21, 1998, which Rights are related to shares of
common stock, par value $1.00 (the "Common Stock") of Northrop Grumman
Corporation (the "Company" or the "Registrant"), 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 Employees Stock Purchase Plan of Logicon,
Inc. (the "ESPP") described herein.
(3) 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 quoted on the New York Stock Exchange, Inc. on
March 30, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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) prospectus
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, 1998;
(b) The ESPP's Annual Report on Form 11-K for the fiscal year ended
December 31, 1998;
(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 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 Rights which is contained in the Company's
registration statement on Form 8-A dated November 13, 1998, 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 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all 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 documents. Copies of these documents will
not be filed with this registration statement. 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 by a
subsequently filed document which also is or is deemed to be incorporated by
reference herein. Any such statement so modified or superseded shall not be
deemed to constitute a part of this registration statement except as so modified
or superseded.
Item 4. Description of Securities
Not applicable.
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 Employees Stock Purchase Plan of Logicon, Inc. (incorporated by
reference to Form S-8 Registration Statement (Registration No.
2-82907), filed by Logicon, Inc.).
4.2 Certificate of Incorporation, as amended (incorporated by
reference to Form S-3 Registration Statement, filed August 18,
1994).
4.3 Bylaws, as amended and restated December 16, 1998 (incorporated
by reference to Form 10-K, filed March 23, 1999).
4.4 Common Stock Purchase Rights Plan (incorporated by reference to
Form 8-A filed November 13, 1998).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5.1).
24.1 Power of Attorney (included on page 5 hereof).
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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; 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 by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference 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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective statement, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
(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.
3
(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.
4
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
March, 1999.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
----------------------------
John H. Mullan
Corporate Vice President and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Richard R.
Molleur 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
--------- ----- ----
/s/ Kent Kresa Chairman of the Board, President and March 31, 1999
- ------------------------------------ Chief Executive Officer and Director
(Kent Kresa) (Principal Executive Officer)
/s/ Richard B. Waugh, Jr. Corporate Vice President and Chief March 31, 1999
- ------------------------------------ Financial Officer (Principal
(Richard B. Waugh, Jr.) Financial Officer)
/s/ Nelson F. Gibbs Corporate Vice President and March 31, 1999
- ------------------------------------ Controller (Principal Accounting
(Nelson F. Gibbs) Officer)
Director March 31, 1999
- ------------------------------------
(Jack R. Borsting)
Director March 31, 1999
- ------------------------------------
(John T. Chain, Jr.)
5
Director March 31, 1999
- ------------------------------------
(Jack Edwards)
Director March 31, 1999
- ------------------------------------
(Phillip Frost)
/s/ Robert A. Lutz Director March 31, 1999
- ------------------------------------
(Robert A. Lutz)
/s/ Aulana L. Peters Director March 31, 1999
- ------------------------------------
(Aulana L. Peters)
/s/ John E. Robson Director March 31, 1999
- ------------------------------------
(John E. Robson)
/s/ Richard M. Rosenberg Director March 31, 1999
- ------------------------------------
(Richard M. Rosenberg)
/s/ John Brooks Slaughter Director March 31, 1999
- ------------------------------------
(John Brooks Slaughter)
/s/ Richard J. Stegemeier Director March 31, 1999
- ------------------------------------
(Richard J. Stegemeier)
6
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Employees Stock Purchase Plan of Logicon,
Inc.) have duly caused this registration statement to be signed on their behalf
by the undersigned, thereunto duly authorized, in the City of Los Angeles, State
of California, on this 30th day of March, 1999.
SANWA BANK CALIFORNIA
/s/ Charles J. Paolino
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Name: Charles J. Paolino
Title: Vice President
Sanwa Trust & Investment
/s/ Armida R. Vasquez
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Name: Armida R. Vasquez
Title: Assistant Vice President
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Employees Stock Purchase Plan of Logicon, Inc. (incorporated
by reference to Form S-8 Registration Statement (Registration
No. 2-82907), filed by Logicon, Inc.).
4.2 Certificate of Incorporation, as amended (incorporated by
reference to Form S-3 Registration Statement, filed August 18,
1994).
4.3 Bylaws, as amended and restated December 16, 1998
(incorporated by reference to Form 10-K, filed March 23,
1999).
4.4 Common Stock Purchase Rights Plan (incorporated by reference
to Form 8-A filed November 13, 1998).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1).
24.1 Power of Attorney (included on page 5 hereof).
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EXHIBIT 5.1
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
March 31, 1999
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Re: Northrop Grumman Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
As special counsel to Northrop Grumman Corporation, a Delaware corporation
("Northrop"), we are familiar with the activities of Northrop and its corporate
records. We have participated in the authorization and preparation of the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
Northrop under the Securities Act of 1933, as amended, for the purpose of
registering 175,000 shares (the "Shares") of common stock, par value $1.00 per
share, of Northrop for use in connection with the Employees Stock Purchase Plan
of Logicon, Inc.
On the basis of our knowledge of Northrop's activities and its corporate
records, we are of the opinion that the Shares will be legally issued, fully
paid and nonassessable when issued and paid for in accordance with the Plan.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Sincerely,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement of Northrop Grumman Corporation on Form S-8 of our report dated March
22, 1999, appearing in the Annual Report on Form 10-K of Northrop Grumman
Corporation for the year ended December 31, 1998 and our report dated March 26,
1999, appearing in the Annual Report on Form 11-K of the Employees' Stock
Purchase Plan of Logicon, Inc. for the year ended December 31, 1998.
Deloitte & Touche LLP
Los Angeles, California
March 30, 1999
--
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 27, 1997, appearing on page 3 of
the Employees' Stock Purchase Plan of Logicon, Inc.'s Annual Report on Form
11-K for the year ended December 31, 1998.
PricewaterhouseCoopers LLP
Costa Mesa, California
March 30, 1999
