As filed with the Securities and Exchange Commission on July 11, 2000
Registration No. 333-40862
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
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 3721 95-1055798
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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John H. Mullan
Corporate Vice President and Secretary
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)
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Copies to:
Charles M. Nathan Christopher A. Head James R. Tanenbaum
Thomas W. Christopher Comptek Research Inc. Richard S. Forman
Fried, Frank, Harris, 2732 Transit Road Stroock & Stroock & Lavan
Shriver & Jacobson Buffalo, New York 14224 LLP
One New York Plaza (716) 677-4070 180 Maiden Lane
New York, New York 10004 New York, New York 10038
(212) 859-8000 (212) 806-5400
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective and upon consummation of the transactions described in the enclosed
prospectus.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
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If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Northrop Grumman. 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.
Northrop Grumman's certificate of incorporation limits the liability of
directors to the corporation or its stockholders to the fullest extent
permitted by the DGCL as in effect from time to time. Specifically, directors
of Northrop Grumman 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 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 DGCL or (iv) for any transaction from which the director derives any
improper personal benefit.
The bylaws of Northrop Grumman provide that the corporation shall indemnify
its officers, directors and employees to the fullest extent permitted by the
DGCL. Northrop Grumman believes that indemnification under its bylaws covers at
least negligence and gross negligence on the part of the indemnified parties.
Northrop Grumman 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. Northrop Grumman has also purchased director and officer
liability insurance.
Comptek. The merger agreement provides that the indemnification provisions
set forth in Comptek's certificate of incorporation and bylaws shall survive
the merger and shall not be amended, repealed or modified for at least six
years after the effective time of the merger in any manner that would adversely
affect the rights of persons indemnified thereunder.
Sections 721-727 of the New York Business Corporation Law ("NYBCL") contain
detailed provisions regarding indemnification of and liability insurance for,
directors and officers of New York corporations against expenses, judgments,
fines and amounts paid in settlement in connection with litigation.
Specifically, Section 722 of the NYBCL permits indemnification against
judgments, fines and amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred as a result of
legal actions or proceedings. Under Section 723 of the NYBCL, if a litigant is
successful in the defense of such an action or proceeding, he or she is
automatically entitled to indemnification. Otherwise, indemnification will
depend upon whether or not the director or officer has lived up to an
appropriate standard of conduct in the performance of his or her duties.
Comptek's certificate of incorporation limits the liability of directors to
the corporation or its shareholders to the fullest extent permitted by the
NYBCL as in effect from time to time. Specifically, directors of Comptek will
not be personally liable for damages for any breach of duty as a director,
except where a judgment or other final adjudication adverse to such director
establishes that (i) such director's acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or (ii) such
director personally gained in fact a financial profit or other advantage to
which such director was not legally entitled or (iii) such director's acts
violated Section 719 of the NYBCL. Comptek's bylaws further provide that every
person who is or was a director, officer or employee of the corporation may be
indemnified by the corporation against any and all liability and reasonable
expense that may be incurred by such person in connection with or resulting
from any claim in which such person may be involved, as a party or otherwise,
by reason of such person being or having been a director, officer or employee
of the corporation, provided such person acted, in good faith, in a manner
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he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, in addition in any criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was unlawful.
The merger agreement also provides that after the effective time of the
merger, Comptek shall indemnify and hold harmless, to the fullest extent
permitted under applicable law and its charter documents, each present and
former director or officer of Comptek against all costs, judgments, fines,
losses, claims, damages, liabilities and expenses, including reasonable
attorneys' fees incurred in connection with any action claim, suit, proceeding
or investigation arising out of or pertaining to matters relating to their
service as an officer or director, in each case existing or occurring at or
before the effective time of the merger.
The merger agreement further provides that, for a period of six years after
the effective time of the merger, Comptek shall provide to its current
directors and officers liability insurance protection reasonably comparable to
the directors' and officers' liability insurance policies maintained by Comptek
immediately prior to the effective time; provided, however, that in no event
shall Comptek be required to expend in any one year an amount in excess of 150%
of the annual premiums currently paid by Comptek for such insurance; and,
provided, further, that if the annual premiums of such insurance coverage
exceed such amount, Comptek shall be obligated to obtain a policy with the
greatest coverage available for a cost not exceeding 150% of the annual
premiums.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Merger, dated as of June 12, 2000, among
Northrop Grumman Corporation, Comptek Research, Inc. and Yavapai
Acquisition Corp (included as Annex B to the prospectus).
2.2 Tender Agreement, dated as of June 15, 2000, among Yavapai Acquisition
Corp. and the shareholders listed in the signature pages thereto
(included on Annex C to the prospectus).
3.1 Certificate of Incorporation of Northrop Grumman Corporation, as
amended, incorporated by reference to Exhibit 4.1 of Northrop
Grumman's Registration Statement on Form S-3 (33-55143) filed on
August 18, 1994.
3.2 Bylaws of Northrop Grumman Corporation, as amended and restated on
February 16, 2000, incorporated by reference to Exhibit 3.A of
Northrop Grumman's Quarterly Report on Form 10-Q for the period ended
March 31, 2000, filed on May 9, 2000.
4.1 Specimen Common Stock Certificate incorporated by reference to Exhibit
4.8 of Northrop Grumman's Registration Statement on Form S-3 (33-
85633), dated August 20, 1999.
5.1 Opinion of John H. Mullan regarding the validity of the securities
being registered.*
8.1 Opinion of Howrey Simon Arnold & White, LLP regarding certain tax
matters.*
15.1 Letter from Independent Accountant regarding unaudited accounting
information.*
23.1 Consent of Deloitte & Touche, LLP (for Northrop Grumman).*
23.2 Consent of KPMG LLP (for Comptek).*
23.3 Consent of John H. Mullan (included in Exhibit 5.1).
23.4 Consent of Howrey Simon Arnold & White, LLP (included in Exhibit 8.1).
24.1 Power of Attorney.*
24.2 Power of Attorney.*
99.1 Form of Letter of Transmittal.*
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99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.*
99.4 Form of Letter to Clients.*
99.5 Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
99.6 Consent of CIBC World Markets Corp.*
99.7 Consent Letter, dated June 29, 2000, from Manufacturers and Traders Trust
Company.*
99.8 Form of Instructions to Participants in the Comptek Research, Inc.
Employee Stock Purchase Plan.
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* Previously Filed.
(b) Not applicable
(c) Not applicable
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made
of the securities registered hereby, 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 this 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 this registration statement
or any material change to such information in the registration
statement;
provided, however, that the undertakings set forth in the paragraphs (i)
and (ii) above 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
this 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; and
(4) that, 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 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
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(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 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 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.
(c) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by a person or part
who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(d) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (a) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a pat of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes 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.
(e) That, 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 provisions described under Item 15
above, 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 such 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 such Act and will be governed by the final adjudication of such
issue.
(f) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not subject of and included
in the registration statement when it became effective.
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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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Los Angeles, State of California, on this 11th day
of July, 2000.
NORTHROP GRUMMAN CORPORATION
/s/ John H. Mullan
By:
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John H. Mullan
Attorney in Fact*
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Kent Kresa Chairman of the Board, July 11, 2000
___________________________________________ President and Chief
Kent Kresa* Executive Officer and
Director (Principal
Executive Officer)
/s/ Richard B. Waugh, Jr. Corporate Vice President July 11, 2000
___________________________________________ and Chief Financial
Richard B. Waugh, Jr.* Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Jack R. Borsting Director July 11, 2000
___________________________________________
Jack R. Borsting*
/s/ John T. Chain, Jr. Director July 11, 2000
___________________________________________
John T. Chain, Jr.*
/s/ Vic Fazio Director July 11, 2000
___________________________________________
Vic Fazio*
/s/ Phillip Frost Director July 11, 2000
___________________________________________
Phillip Frost*
/s/ Robert A. Lutz Director July 11, 2000
___________________________________________
Robert A. Lutz*
/s/ Aulana L. Peters Director July 11, 2000
___________________________________________
Aulana L. Peters*
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Signature Title Date
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/s/ John E. Robson Director July 11, 2000
___________________________________________
John E. Robson*
/s/ Richard M. Rosenberg Director July 11, 2000
___________________________________________
Richard M. Rosenberg*
/s/ John Brooks Slaughter Director July 11, 2000
___________________________________________
John Brooks Slaughter*
/s/ Richard J. Stegemeier Director July 11, 2000
___________________________________________
Richard J. Stegemeier*
/s/ John H. Mullan
*By:
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Attorney in Fact
*By authority of powers of attorney
filed with this registration statement
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American Stock Transfer & Trust Co.
Reorganization Department
40 Wall Street, 46th Floor
New York, NY 10005
CONFIDENTIAL INSTRUCTIONS
With Respect To The
Offer to Exchange Each Outstanding Share of Common Stock
(Including The Associated Preferred Stock Purchase Rights)
of
Comptek Research, Inc.
for
Shares of Common Stock
(Including The Associated Preferred Stock Purchase Rights)
of
Northrop Grumman Corporation
Based On The Exchange Ratio Described In The Prospectus
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 2, 2000 UNLESS EXTENDED.
To Participants in the
Comptek Research, Inc. Employee Stock Purchase Plan
Enclosed for your consideration is the Prospectus, dated July 6, 2000 (the
"Prospectus") (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), in connection with the offer by Northrop
Grumman Corporation, a Delaware corporation ("Northrop Grumman"), through its
wholly owned subsidiary, Yavapai Acquisition Corp., a Delaware corporation
("Yavapai"), to exchange shares of common stock of Northrop Grumman, par value
$1.00 per share (including the associated preferred stock purchase rights), for
each outstanding share of common stock, par value $0.02 per share (together
with the associated preferred stock purchase rights, each, a "Comptek Share"
and, collectively, the "Comptek Shares"), of Comptek Research, Inc., a New York
corporation ("Comptek"), based on the exchange ratio described in the
Prospectus and otherwise upon the terms and subject to the conditions set forth
in the Offer. The Offer is being made in connection with the Agreement and Plan
of Merger dated as of June 12, 2000 ("Merger Agreement") among Northrop
Grumman, Yavapai and Comptek. The Merger Agreement provides, among other
things, that following the completion of the Offer and the satisfaction or
waiver, if permissible, of all conditions set forth in the Merger Agreement and
in accordance with the New York Business Corporation Law and Delaware General
Corporation Law, Yavapai will be merged with and into Comptek (the "Merger"),
with Comptek surviving the Merger as a wholly owned subsidiary of Northrop
Grumman. This material is being forwarded to you as the beneficial owner of
Comptek Shares held by us for your account under the Employee Stock Purchase
Plan. A tender of such Comptek Shares can be made only by us, acting in our
capacity as administrator of the Employee Stock Purchase Plan, pursuant to your
instructions.
If you wish to have us tender any or all of your Comptek Shares held in your
account under the Employee Stock Purchase Plan, please sign and send to us the
Direction Form set forth on the reverse side of this letter. An envelope in
which to return the Direction Form is enclosed. If you do not return the
Direction Form, we will not tender any of the Comptek Shares held in your
account under the Employee Stock Purchase Plan. We urge you to read carefully
the Prospectus provided herewith before instructing us to tender your Comptek
Shares.
To assure that your Direction Form can be processed on time, please execute
the Direction Form and deliver it to us before 5:00 p.m., New York City Time,
on July 31, 2000, unless the Offer is extended.
DIRECTION FORM
COMPTEK RESEARCH, INC.
Employee Stock Purchase Plan
To American Stock Transfer & Trust Company:
I am a participant in the Comptek Research, Inc. Employee Stock Purchase Plan
and, as such, I received a copy of your letter and the enclosed Prospectus dated
July 6, 2000 (the "Prospectus") (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") relating to the Offer
by Northrop Grumman Corporation, a Delaware corporation ("Northrop Grumman"),
through its wholly owned subsidiary, Yavapai Acquisition Corp., a Delaware
corporation, to exchange shares of common stock of Northrop Grumman, par value
$1.00 per share (including the associated preferred stock purchase rights), for
each outstanding shares of common stock, par value $0.02 per share (together
with the associated preferred stock purchase rights, each, a "Comptek Share"
and, collectively, the "Comptek Shares"), of Comptek Research, Inc. a New York
corporation ("Comptek"), based on the exchange ratio described in the Prospectus
and otherwise upon the terms and subject to the conditions set forth in the
Offer.
Upon the terms and subject to the conditions set forth in the Offer, I
hereby direct you to:
[_]Tender for exchange all Comptek Shares held by you for my account.
[_]Tender for exchange (insert number) Comptek Shares
held by you for my account.
[_]Do not tender any Comptek Shares held by you for my account.
---------------------------------
(Signature of Participant)
---------------------------------
(Signature of Participant)
---------------------------------
(Date)
If shares are held in joint names,
each co-owner must sign.
