S-8
1
FORM S-8
As Filed with the Securities and Exchange Commission on ____________, 1995.
Registration No. ____________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WHITTAKER CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 95-4033076
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
10880 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(Address of principal executive offices) (Zip Code)
WHITTAKER CORPORATION LONG-TERM STOCK INCENTIVE PLAN (1989)
(Full title of the plan)
RICHARD LEVIN, ESQ.
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (310) 475-9411
Approximate date of commencement of sales pursuant to the plan: As soon as
practicable after the effective date of this Registration Statement, upon
exercise of options granted under the Plan.
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share* Price* Fee
--------------------------------------------------------------------------------------
Whittaker Corpora-
tion Common Stock ** 1,000,000 shares $20.125 $20,125,000.00 $6,939.66
--------------------------------------------------------------------------------------
*Estimated pursuant to Rule 457 of the General Rules and Regulations under the
Securities Act of 1933 solely for the purpose of computing the registration fee,
based on the average of the high and low sale prices of the securities being
registered hereby on the New York Stock Exchange Composite Tape on March 24,
1995.
**Including such additional shares as may result from stock splits, stock
dividends and other anti-dilution adjustments to such shares authorized by the
Whittaker Corporation Long-Term Stock Incentive Plan (1989).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
This Registration Statement registers additional securities of the same
class as securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective. The earlier
registration statement was filed with the Securities and Exchange Commission on
July 6, 1990, No. 33-35762. The contents of such earlier registration statement
are incorporated herein by this reference as if fully set forth herein, except
for any item listed below for which new information is provided.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Richard Levin, whose opinion regarding legality of shares is attached
hereto as Exhibit 5, is Vice President, Chief Financial Officer, Secretary and
General Counsel of the Company. As of January 31, 1995, Mr. Levin beneficially
owned 33,334 shares of Common Stock of the Company.
ITEM 8. EXHIBITS.
5 Opinion of Richard Levin, regarding legality of shares.
23 Consent of Ernst & Young LLP.
24 Power of Attorney.
2
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 March 24, 1995.
WHITTAKER CORPORATION
By /s/ Richard Levin
--------------------
Vice President
3
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas A. Brancati and Richard Levin, or either
of them, his true and lawful attorneys-in-fact and agents, 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 to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection herewith, with the Securities and Exchange Commission, granting
unto each of 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, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
--------- ----- ----
/s/ Joseph F. Alibrandi Director
-----------------------
JOSEPH F. ALIBRANDI
/s/ George H. Benter, Jr. Director
-------------------------
GEORGE H. BENTER, JR.
/s/ Thomas A. Brancati Director
----------------------
THOMAS A. BRANCATI
------------------
/s/ Jack L. Hancock Director
-------------------
JACK L. HANCOCK March 24, 1995
/s/ Edward R. Muller Director
--------------------
EDWARD R. MULLER
/s/ Gregory T. Parkos Director
---------------------
GREGORY T. PARKOS
/s/ Malcolm T. Stamper Director
----------------------
MALCOLM T. STAMPER
4
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas A. Brancati Principal Executive
----------------------
THOMAS A. BRANCATI Officer
March 24, 1995
/s/ Richard Levin Principal Financial
-----------------
RICHARD LEVIN Officer
5
EXHIBITS
Exhibit
Number Description
------ -----------
5 Opinion of Richard Levin, Vice President,
Chief Financial Officer, Secretary &
General Counsel
23 Consent of Ernst & Young LLP
24 Power of attorney (filed as page 4 of this
Registration Statement)
EX-5
2
LEGAL OPINION
Exhibit 5
---------
March 24, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
I am the General Counsel of Whittaker Corporation ("Whittaker") and I am
rendering this opinion in connection with the registration on Form S-8 under the
Securities Act of 1933, as amended, of 1,000,000 shares of its Common Stock,
$.01 per value (the "Common Stock"), deliverable in accordance with the
Whittaker Corporation Long-Term Stock Incentive Plan (1989) (the "Plan").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates of public
officials, and other instruments relating to the adoption of the Plan as I have
deemed necessary or advisable for the purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that shares of
Whittaker Common Stock deliverable upon exercise of options issued pursuant to
the Plan are duly authorized and, when so delivered, will be legally issued,
fully paid, and non-assessable.
Very truly yours,
Richard Levin
EX-23
3
CONSENT OF ERNST & YOUNG
Exhibit 23
----------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Whittaker Corporation Long-Term Stock Incentive
Plan (1989) of our report dated December 16, 1994, except for Note 5 as to which
the date is January 24, 1995, with respect to the consolidated financial
statements and schedules of Whittaker Corporation included in its Annual Report
on Form 10-K for the year ended October 31, 1994, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Los Angeles, California
March 30, 1995