As filed with the Securities and Exchange Commission on December 9, 2004
Registration No. 333-_________
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 SAVINGS PLAN
(Full Title of the Plan)
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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
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Proposed Maximum
Securities To Be Amount To Be Offering Price Per Proposed Maximum Amount of
Registered Registered Share Aggregate Offering Price Registration Fee
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Common Stock, par value 10,000,000 $56.97 (3) $569,700,000.00 (3) $72,180.99 (3)
$1.00 per share (1) shares (1) (2)
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(1) 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.
(2) In addition, this Registration Statement also covers such indeterminate
number of shares of Common Stock as may be issued pursuant to the employee
benefit plan described herein as a result of the adjustment provisions
thereof.
(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 December 1, 2004, as
reported on the New York Stock Exchange.
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EXPLANATORY NOTE
This registration statement on form S-8 registers 10,000,000 shares of
common stock available under the Northrop Grumman Savings Plan (the "Plan"). The
Plan was established February 1, 1962. Effective July 1, 2003, the Plan was
amended to change its name from the "Northrop Grumman Savings and Investment
Plan" to "Northrop Grumman Savings Plan". The Plan was restated effective
January 1, 2004.
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, 2003, filed with the Commission on March 10, 2004;
(b) The Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 filed
with the Commission on May 4, 2004, July 29, 2004 and October 27, 2004,
respectively;
(c) The Company's Current Reports on Form 8-K filed with the
Commission on May 13, 2004 and October 13, 2004;
(d) The Form 11-K filed with respect to the Plan for the year ended
December 31, 2003, filed with the Commission on June 28, 2004;
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(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
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 actually and reasonably incurred 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 criminal action or proceedings, had no reasonable cause to
believe their conduct was unlawful.
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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 Seventeen 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
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4.1 Restated Certificate of Incorporation of Northrop Grumman
Corporation (incorporated by reference to Exhibit C to the
Definitive Proxy Statement on Schedule 14A filed April 4,
2003).
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 on Schedule 14A filed April 13, 2001).
4.3 Amended Bylaws of Northrop Grumman Corporation
(incorporated by reference to Exhibit 3 to Form 10-Q for
the quarter ended June 30, 2004 filed July 29, 2004.
15 Letter from Independent Registered Public Accounting Firm.
23.1 Consent of Independent Registered Public Accounting Firm.
24 Power of Attorney.
An opinion of counsel (Exhibit No. 5) is not being filed
since (i) the securities being offered are not original
issuance securities and (ii) the Plan is qualified under
Section 401 of the Internal Revenue Code and the
registrant hereby undertakes that the registrant will
submit or has submitted to the Internal Revenue Service
("IRS") in a timely manner all amendments necessary to
maintain the qualified status of the Plan and has made or
will make all changes required by the IRS in order to
maintain the qualification of the Plan.
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;
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(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 the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
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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 December 6,
2004.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
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John H. Mullan,
Corporate Vice President and
Secretary
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 Executive December 6, 2004
------------------------------------- Officer and President (Principal
Ronald D. Sugar Executive Officer)
* Corporate Vice President, Chief December 6, 2004
------------------------------------- Financial Officer and Director
Charles H. Noski (Principal Financial Officer)
* Corporate Vice President and December 6, 2004
------------------------------------- Controller (Principal Accounting
Sandra J. Wright Officer)
* Director December 6, 2004
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John T. Chain, Jr.
* Director December 6, 2004
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Lewis W. Coleman
* Director December 6, 2004
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J. Michael Cook
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* Director December 6, 2004
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Vic Fazio
* Director December 6, 2004
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Phillip Frost
* Director December 6, 2004
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Charles R. Larson
* Director December 6, 2004
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Philip A. Odeen
* Director December 6, 2004
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Aulana L. Peters
* Director December 6, 2004
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Kevin W. Sharer
* Director December 6, 2004
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John Brooks Slaughter
* By: /s/ John H. Mullan
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John H. Mullan,
Attorney-in-Fact
December 6, 2004
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EXHIBIT INDEX
Exhibit Description
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15 Letter from Independent Registered Public Accounting Firm
23.1 Consent of Independent Registered Public Accounting Firm
24 Power of Attorney
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