Delaware | 90-0607005 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Bruce N. Hawthorne Corporate Vice President, General Counsel and Secretary Huntington Ingalls Industries, Inc. 4101 Washington Avenue Newport News, Virginia 23607 (757) 380-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) | Copies to: Jeffrey M. Stein King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 (404) 572-4600 |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||||
Non-accelerated filer | ý | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee (3) |
Common Stock, $.01 par value per share | 8,336,323 shares | $40.22 | $335,286,911.06 | $38,423.88 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such indeterminate number of additional securities as may become issuable under the Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan as the result of any future stock splits, stock dividends or similar adjustment of the Registrant's common stock. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low sale prices of the Registrant's common stock, as quoted on the New York Stock Exchange on August 8, 2012. |
(3) | The Registrant filed a Registration Statement on Form S-8 (File No. 333-173168) on March 30, 2011, with respect to the Huntington Ingalls Industries, Inc. 2011 Long-Term Incentive Stock Plan (the “Prior Registration Statement”). The Prior Registration Statement registered an aggregate of 9,166,667 shares of common stock, of which 4,946,323 remain unsold (the “Unsold Securities”). Pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement includes the Unsold Securities and the Registrant is continuing to apply the previously paid filing fee of $21,434.55 associated with the Unsold Securities. As a result, a filing fee of $16,989.33 is being paid herewith with respect to the securities being registered under the Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |
TABLE OF CONTENTS | |
(a) | the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2011; | |||
(b) | the Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012; | |||
(c) | the Registrant's Current Reports on Form 8-K filed on May 8, 2012 and August 14, 2012; and | |||
(d) | the description of the Company's common stock provided under the heading “Description of Capital Stock” in the information statement attached as Exhibit 99.1 to the Company's Form 8-K filed on April 4, 2011, together with any amendment or report filed with the Commission for the purpose of updating such description. |
Exhibit Number | Description | |
5.1 | Opinion of King & Spalding LLP. | |
10.1 | Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan (incorporated by reference from Annex A to the Registrant's Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, filed on April 3, 2012). | |
23.1 | Consent of Deloitte & Touche LLP. | |
23.2 | Consent of King & Spalding LLP (included as part of Exhibit 5.1). | |
24.1 | Power of Attorney (included in signature pages). |
(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 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 the 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 end 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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and | |||
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; | |||
provided, however, that paragraphs (a)(l)(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 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 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. | |||
(b) | The undersigned Registrant hereby undertakes that, for the 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) | 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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 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 the Act and will be governed by the final adjudication of such issue. |
HUNTINGTON INGALLS INDUSTRIES, INC. | ||||
By: | /s/ C. Michael Petters | |||
Name: | C. Michael Petters | |||
Title: | President and Chief Executive Officer (Principal Executive Officer) |
Signature | Title | Date | ||
/s/ C. Michael Petters | President, Chief Executive Officer and Director | |||
C. Michael Petters | (Principal Executive Officer) | August 10, 2012 | ||
/s/ Barbara A. Niland | Corporate Vice President, Business Management | |||
Barbara A. Niland | and Chief Financial Officer (Principal Financial Officer) | August 13, 2012 | ||
/s/ Douglass L. Fontaine II | Corporate Vice President, Controller | |||
Douglass L. Fontaine II | and Chief Accounting Officer (Principal Accounting Officer) | August 13, 2012 | ||
/s/ Thomas B. Fargo | ||||
Thomas B. Fargo | Chairman | August 10, 2012 | ||
/s/ Robert F. Bruner | ||||
Robert F. Bruner | Director | August 10, 2012 | ||
/s/Artur G. Davis | ||||
Artur G. Davis | Director | August 10, 2012 | ||
/s/ Victoria D. Harker | ||||
Victoria D. Harker | Director | August 10, 2012 | ||
/s/ Anastasia D. Kelly | ||||
Anastasia D. Kelly | Director | August 10, 2012 | ||
/s/ Paul D. Miller | ||||
Paul D. Miller | Director | August 10, 2012 | ||
/s/ Thomas C. Schievelbein | ||||
Thomas C. Schievelbein | Director | August 10, 2012 | ||
/s/ Karl von der Heyden | ||||
Karl von der Heyden | Director | August 10, 2012 |
Exhibit Number | Description | |
5.1 | Opinion of King & Spalding LLP. | |
10.1 | Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan (incorporated by reference from Annex A to the Registrant's Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, filed on April 3, 2012). | |
23.1 | Consent of Deloitte & Touche LLP. | |
23.2 | Consent of King & Spalding LLP (included as part of Exhibit 5.1). | |
24.1 | Power of Attorney (included in signature pages). |
King & Spalding LLP 1180 Peachtree Street, NE Atlanta, Georgia 30309-3521 Tel: (404) 572-4600 Fax: (404) 572-5100 www.kslaw.com |
1. | The shares to be issued under the 2012 Plan are duly authorized; and |
2. | When the shares are issued pursuant to the 2012 Plan, or upon exercise of the options or stock appreciation rights granted pursuant to the 2012 Plan, such shares will be validly issued, fully paid and nonassessable. |
Sincerely, | ||||
/s/ King & Spalding LLP |