As filed with the Securities and Exchange Commission on July 10, 2001
Registration No. 33-59815
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________
NORTHROP GRUMMAN CORPORATION
(Formerly NNG, Inc.)
(Exact name of Registrant as specified in its charter)
DELAWARE 001-16411 95-4840775
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(Address of Principal Executive Offices, Including Zip Code)
(310) 553-6262
(Registrant's Telephone Number, Including Area Code)
_________________________
NORTHROP GRUMMAN CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
NORTHROP GRUMMAN 1993 LONG-TERM INCENTIVE STOCK PLAN
(Full title of the plan)
_________________________
W. Burks Terry
Corporate Vice President and General Counsel
Northrop Grumman Corporation
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)
_________________________
Copies to:
Andrew E. Bogen, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000
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EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Exchange Act of 1933, as amended (the "Securities Act"), to reflect
the creation by Northrop Grumman Systems Corporation (formerly Northrop Grumman
Corporation), a Delaware corporation ("Systems"), of a new holding company,
Northrop Grumman Corporation (formerly NNG, Inc.) a Delaware corporation ("New
Northrop Grumman"), above Systems. The creation of New Northrop Grumman was
effected pursuant to an Amended and Restated Agreement and Plan of Merger (the
"Amended Merger Agreement"), dated January 23, 2001, among New Northrop Grumman,
Systems, Litton Industries, Inc., a Delaware corporation ("Litton") and LII
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of New
Northrop Grumman ("LII").
As contemplated by the Amended Merger Agreement, on April 2, 2001, Systems
completed a corporate reorganization (the "Northrop Reorganization") that was
effected by action of its Board of Directors without a vote of Systems'
stockholders, pursuant to Section 251(g) of the Delaware General Corporation Law
(the "DGCL") and an Agreement and Plan of Merger, dated as of March 20, 2001
(the "Merger Agreement"), between Systems, New Northrop Grumman and NGC
Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary
of Systems ("NGC"). In the Northrop Reorganization, NGC was merged with and
into Systems, with Systems as the surviving corporation and a wholly-owned
subsidiary of New Northrop Grumman, the new holding company. Pursuant to the
requirements of Section 251(g) of the DGCL, at the effective time of that merger
and in connection with the Northrop Reorganization, New Northrop Grumman changed
its name from NNG, Inc. to "Northrop Grumman Corporation," and Systems changed
its name to "Northrop Grumman Systems Corporation." Upon consummation of the
Northrop Reorganization and in accordance with Section 251(g) of the DGCL, (a)
all of the outstanding shares of capital stock of Systems were automatically
converted into the same number of shares of the same class of capital stock of
New Northrop Grumman, and (b) each certificate representing shares of Northrop
capital stock, without any action on the part of the holder thereof, is now
deemed to represent an equal number of shares of the same class of capital stock
of New Northrop Grumman.
In accordance with Rule 414 under the Securities Act, New Northrop Grumman,
as the successor issuer to Systems, hereby expressly adopts this registration
statement as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended. The Northrop Grumman Corporation 1995 Stock
Option Plan for Non-Employee Directors shall continue to be known as the
Northrop Grumman Corporation 1995 Stock Option Plan for Non-Employee Directors,
and the Northrop Grumman 1993 Long-Term Incentive Stock Plan shall continue to
be known as the Northrop Grumman 1993 Long-Term Incentive Stock Plan
(collectively, the "Plans"). The Plans shall continue to cover employees of
Systems. However, shares of stock issued in accordance with the Plans shall be
shares of stock of the New Northrop Grumman rather than shares of stock of
Systems.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
Item 8. Exhibit
24.1 Power of Attorney.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, 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
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Los Angeles, state of
California, on July 9, 2001
NORTHROP GRUMMAN CORPORATION
(formerly NNG, Inc.)
By: /s/ John H. Mullan
________________________________
John H. Mullan
Corporate Vice, Secretary and
Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board,
* President and Chief
Executive Officer and
--------------------------------------- Director (Principal Executive July 9, 2001
Kent Kresa Officer)
* Corporate Vice President and
Chief Financial Officer
--------------------------------------- (Principal Financial Officer)
Richard B. Waugh, Jr July 9, 2001
* Vice President and Controller
(Principal Accounting
--------------------------------------- Officer) July 9, 2001
Sandra Wright
* Director July 9, 2001
---------------------------------------
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John T. Chain, Jr.
Director
---------------------------------------
Lewis W. Coleman
* Director July 9, 2001
---------------------------------------
Vic Fazio
* Director July 9, 2001
---------------------------------------
Phillip Frost
* Director July 9, 2001
---------------------------------------
Charles R. Larson
Director
---------------------------------------
Robert A. Lutz
Director
---------------------------------------
Aulana L. Peters
Director
---------------------------------------
John Brooks Slaughter
* Director July 9, 2001
---------------------------------------
Dr. Ronald D. Sugar
By: /s/ John H. Mullan
________________________________
John H. Mullan,
As attorney-in-fact pursuant to authority
granted under Power of Attorney filed
with this Registration Statement
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Exhibit Index
Exhibit Description
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24.1 Power of Attorney.
6