As filed with the Securities and Exchange Commission on August 7, 2003
Registration No. 333-_________
UNITED STATES
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 CORPORATION 2001 LONG-TERM INCENTIVE STOCK PLAN
(Full Title of the Plan)
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John H. Mullan, Esq.
Corporate Vice President, Secretary and Associate General Counsel
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
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Amount To Be Proposed Proposed
Title of Each Registered Maximum Maximum Amount of
Class of Offering Price Aggregate Registration
Securities To Per Share Offering Price Fee
Be Registered
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Common Stock, 17,000,000 $90.66 (3) $141,220,000(3) $124,684.70(3)
par value $1.00 shares (1)(2)
per share (1)(2)
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(1) Each share of Common Stock, par value $1.00 per share, of Northrop Grumman
Corporation (the "Company") is accompanied by a preferred share purchase
right ("Right") issuable pursuant to the Company's Rights Agreement dated
January 31, 2001.
(2) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire
the shares of Common Stock covered by the Prospectus and, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the "Securities
Act"), an additional indeterminate number of shares, options and rights
which by reason of certain events specified in the Northrop Grumman
Corporation 2001 Long-Term Incentive Stock Plan (the "Plan"), may become
subject to the Plan.
(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 August 6, 2003, as
reported on the New York Stock Exchange.
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REGISTRATION OF ADDITIONAL SECURITIES
In accordance with General Instruction E of Form S-8, Northrop
Grumman Corporation (the "Registrant") is registering additional shares of
common stock pursuant to the Northrop Grumman Corporation 2001 Long-Term Stock
Incentive Plan (the "Plan"). The Registrant currently has an effective
registration statement filed on Form S-8 relating to the Plan which registered
securities of the same class as those being registered herewith filed with the
Securities and Exchange Commission on August 10, 2001. The Registrant
incorporates by reference that registration statement on Form S-8 (File No.
333-67266), which is made a part hereof.
On March 19, 2003, the Board of Directors of the Registrant
authorized an amendment to the Plan to increase the number of shares of Common
Stock covered by the Plan to 25,000,000. This amendment was approved by the
shareholders of the Registrant at its annual meeting on May 21, 2003. 8,000,000
shares that were previously authorized to be issued under the Plan were
registered in the prior registration statement. This registration statement
registers the additional 17,000,000 shares authorized to be issued under the
Plan.
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EXHIBITS
Exhibit
Number Description of Exhibit
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4.1 Northrop Grumman Corporation 2001 Long-Term Incentive Stock
Plan, as amended (incorporated by reference to Exhibit B to the
Definitive Proxy Statement filed April 4, 2003).
4.2 Restated Certificate of Incorporation of Northrop Grumman
Corporation (incorporated by reference to Exhibit C to the
Definitive Proxy Statement filed April 4, 2003).
4.3 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 filed
April 13, 2001).
4.4 Bylaws of Northrop Grumman Corporation (incorporated by
reference to Exhibit 3.B to the Form 10-K filed March 24, 2003).
4.5 Rights Agreement dated as of January 31, 2001 between Northrop
Grumman Corporation and EquiServe Trust Company, N.A.
(incorporated by reference to Exhibit 4.3 to Amendment No. 2 to
Form S-4 Registration Statement No. 333-54800 filed March 27,
2001).
5 Opinion of John H. Mullan, Esq. regarding the validity of the
securities being registered.
15 Letter from Independent Accountants Regarding Unaudited Interim
Financial Information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of John H. Mullan, Esq. (included in Exhibit 5).
24 Power of Attorney.
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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 August 6, 2003.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
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John H. Mullan
Corporate Vice President,
Secretary and Associate General Counsel
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
--------- ----- ----
* President, Chief Executive August 6, 2003
------------------------------ Officer and Director
Ronald D. Sugar (Principal Executive
Officer)
* Corporate Vice President August 6, 2003
------------------------------ and Chief Financial
Richard B. Waugh, Jr. Officer (Principal
Financial Officer)
* Corporate Vice President August 6, 2003
------------------------------ and Controller (Principal
Sandra J. Wright Accounting Officer)
* Chairman of the Board August 6, 2003
------------------------------
Kent Kresa
* Director August 6, 2003
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John T. Chain, Jr.
* Director August 6, 2003
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Lewis W. Coleman
* Director August 6, 2003
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Vic Fazio
* Director August 6, 2003
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Phillip Frost
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* Director August 6, 2003
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Charles R. Larson
* Director August 6, 2003
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Charles H. Noski
* Director August 6, 2003
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Jay R. Nussbaum
* Director August 6, 2003
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Philip A. Odeen
* Director August 6, 2003
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Aulana L. Peters
* Director August 6, 2003
------------------------------
John Brooks Slaughter
* By: /s/ John H. Mullan
-----------------------------
John H. Mullan,
Attorney-in-Fact
August 6, 2003
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Northrop Grumman Corporation 2001 Long-Term Incentive Stock
Plan, as amended (incorporated by reference to Exhibit B to the
Definitive Proxy Statement filed April 4, 2003).
4.2 Restated Certificate of Incorporation of Northrop Grumman
Corporation (incorporated by reference to Exhibit C to the
Definitive Proxy Statement filed April 4, 2003).
4.3 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 filed
April 13, 2001).
4.4 Bylaws of Northrop Grumman Corporation (incorporated by
reference to Exhibit 3.B to the Form 10-K filed March 24, 2003).
4.5 Rights Agreement dated as of January 31, 2001 between Northrop
Grumman Corporation and EquiServe Trust Company, N.A.
(incorporated by reference to Exhibit 4.3 to Amendment No. 2 to
Form S-4 Registration Statement No. 333-54800 filed March 27,
2001).
5 Opinion of John H. Mullan, Esq. regarding the validity of the
securities being registered.
15 Letter from Independent Accountants Regarding Unaudited Interim
Financial Information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of John H. Mullan, Esq. (included in Exhibit 5).
24 Power of Attorney.
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