-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VDQoXCzquwntfktQWbhodkakyR4dPwyvTCiGSk5RYsY/q3PX+Qc4teFkxXQ8kt2E 1e4D4FeHGuuFGiE1Corumg== 0000950133-97-001660.txt : 19970507 0000950133-97-001660.hdr.sgml : 19970507 ACCESSION NUMBER: 0000950133-97-001660 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970506 EFFECTIVENESS DATE: 19970506 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL DYNAMICS CORP CENTRAL INDEX KEY: 0000040533 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 131673581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26571 FILM NUMBER: 97596609 BUSINESS ADDRESS: STREET 1: 3190 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 7038763375 MAIL ADDRESS: STREET 1: 3190 FAIRVIEW PARK DR CITY: FALLS CHURCH STATE: VA ZIP: 22042 S-8 1 GENERAL DYNAMICS CORPORATION FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- GENERAL DYNAMICS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE ISSUER: 13-1673581 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3190 FAIRVIEW PARK DRIVE FALLS CHURCH, VIRGINIA 22042-4523 (Address of Principal Executive Offices) GENERAL DYNAMICS CORPORATION 1997 INCENTIVE COMPENSATION PLAN (FULL TITLE OF THE PLAN) EDWARD C. BRUNTRAGER, ESQ. VICE PRESIDENT AND GENERAL COUNSEL GENERAL DYNAMICS CORPORATION 3190 FAIRVIEW PARK DRIVE FALLS CHURCH, VIRGINIA 22042-4523 (NAME AND ADDRESS OF AGENT FOR SERVICE) TELEPHONE: (703) 876-3000 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------- CALCULATION OF REGISTRATION FEE
========================================================================================================= PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share 3,000,000 shares $70.88* $212,640,000* $64,436 =========================================================================================================
* Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended based on the average of the high and low prices reported on the New York Stock Exchange on April 28, 1997. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Not required to be included herewith. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not required to be included herewith. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by General Dynamics Corporation (the "Corporation") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference into this Registration Statement: (a) The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; and (b) The description of the Common Stock of the Corporation which is contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. In addition to the foregoing, all documents subsequently filed by (i) the Corporation or (ii) the General Dynamics Corporation 1997 Incentive Compensation Plan, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been issued or that deregisters all securities offered then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement, including financial statements, contained in a document 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 superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 145 of the General Corporation Law of the State of Delaware, the Corporation is in certain circumstances permitted, and in other circumstances may be required, to indemnify its directors and officers against certain expenses (including attorneys' fees) and other amounts paid in connection with certain threatened, pending or completed civil, criminal, administrative or investigative actions, suits or proceedings (including certain civil actions and suits that may be instituted by or in the right of the Corporation), in which such persons were or are parties, or are threatened to be made parties, by reason of the fact that such persons were or are directors or officers of the Corporation. That section also permits the Corporation to purchase and maintain insurance on behalf of its directors and officers against any liability which may be asserted against, or incurred by, such persons in their capacities as directors or officers of the Corporation, or which may arise out of their status as directors or officers of the Corporation, whether or not the Corporation would have the power to -1- 3 indemnify such persons against such liability under the provisions of Section 145, and provides that it is not exclusive of, but in addition to, any other rights to which the indemnified party may be entitled. Article Twelfth of the Corporation's Restated Certificate of Incorporation provides that the Corporation will in certain instances, be required to indemnify its directors and officers against certain expenses (including attorneys' fees), judgments, fines and other sums paid in connection with the defense or settlement of certain threatened, pending or completed civil, criminal, administrative, or investigative actions, suits or proceedings (including certain civil actions and suits which may be instituted by or in the right of the Corporation), to which such persons were or are parties, or are threatened to be made parties by reason of (a) the fact that such persons were or are directors or officers of the Corporation or members of any committee of the Board of Directors, (b) the fact that such persons were or are acting in any capacity in a partnership, association, trust or other organization or entity where they served or are serving as such at the request of the Corporation, or (c) any action taken or not taken by such persons in their capacities as directors or officers of the Corporation or members of any committee of the Board of Directors, whether or not they continue in such capacity at the time such liability or expense shall have been incurred or asserted. Article Thirteenth of the Corporation's Restated Certificate of Incorporation provides that the Corporation's directors will not be personally liable to the Corporation or its shareholders for monetary damages resulting from breaches of their fiduciary duties as directors except (a) for any breach of the duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of Delaware, which makes directors liable for unlawful dividends or unlawful stock repurchases or redemptions, or (d) for transactions from which Directors derive improper personal benefit. The Corporation maintains a Directors and Officers Liability Insurance Policy under which directors and officers of the Corporation and its subsidiaries are insured against losses for certain kinds of actions during each policy year. The policies provide for a deductible for each loss for each director and officer and for an aggregate deductible for all directors and officers and also for an aggregate Corporation deductible. In addition, the Corporation has purchased insurance to cover the liability of fiduciaries of its employee benefit plans, including the retirement plans, savings and stock investment plans, profit-sharing plans and other plans maintained by the Corporation and its domestic subsidiaries. Certain directors and officers of the Corporation may be deemed to be fiduciaries under such plans. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement: 4-1 --Restated Certificate of Incorporation, effective May 21, 1991* 4-2 --Bylaws as amended, effective August 7, 1996** 4-3 --General Dynamics Corporation 1997 Incentive Compensation Plan** 23 --Consent of Arthur Andersen LLP. 24 --Powers of Attorney of Frank C. Carlucci, Nicholas D. Chabraja, James S. Crown, Lester Crown, Charles H. Goodman, James R. Mellor, Gordon R. Sullivan and Carlisle A. H. Trost. *Incorporated by reference from the Corporation's annual report on Form 10-K for the year ended December 31, 1992. **Incorporated by reference from the Corporation's annual report on Form 10-K for the year ended December 31, 1996. ITEM 9. UNDERTAKINGS. A. SUBSEQUENT DISCLOSURE. The Corporation hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; -2- 4 (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; (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 the undertakings set forth in paragraphs (i) and (ii) above 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 Corporation, pursuant to Section 13 or Section 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. INCORPORATION BY REFERENCE. The Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Corporation's annual report pursuant to Section 13(a) or Section 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. COMMISSION POSITION ON INDEMNIFICATION. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Corporation pursuant to the foregoing provisions, or otherwise, the Corporation 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 Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation 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 Corporation 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. -3- 5 SIGNATURES THE REGISTRANT 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 FALLS CHURCH, STATE OF VIRGINIA, ON THIS 5TH DAY OF MAY, 1997. GENERAL DYNAMICS CORPORATION By /s/ JAMES R. MELLOR ----------------------------------- James R. Mellor Chairman and Chief Executive Officer 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/ JAMES R. MELLOR Chairman, Chief Executive Officer May 5, 1997 --------------------------------------- and Director James R. Mellor /s/ NICHOLAS D. CHABRAJA Vice Chairman and Director May 5, 1997 --------------------------------------- Nicholas D. Chabraja /s/ MICHAEL J. MANCUSO Senior Vice President and May 5, 1997 --------------------------------------- Principal Financial Officer Michael J. Mancuso /s/ JOHN W. SCHWARTZ Staff Vice President and May 5, 1997 --------------------------------------- John W. Schwartz Controller * Director May 5, 1997 --------------------------------------- Frank C. Carlucci * Director May 5, 1997 --------------------------------------- James S. Crown * Director May 5, 1997 --------------------------------------- Lester Crown * Director May 5, 1997 --------------------------------------- Charles H. Goodman * Director May 5, 1997 --------------------------------------- Gordon R. Sullivan * Director May 5, 1997 --------------------------------------- Carlisle A. H. Trost
*By Paul A. Hesse pursuant to Power of Attorney executed by the directors listed above, which Power of Attorney has been filed with the Securities and Exchange Commission. /s/ PAUL A. HESSE --------------------------------- Paul A. Hesse Secretary EX-23 2 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23 2 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 21, 1997, incorporated by reference in the Annual Report of General Dynamics Corporation on Form 10-K for the year ended December 31, 1996, and to all references to our Firm included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP ----------------------------- Arthur Andersen LLP Washington, D. C., May 6, 1997 EX-24 3 POWERS OF ATTORNEY 1 EXHIBIT 24 2 EXHIBIT 24 GENERAL DYNAMICS CORPORATION POWER OF ATTORNEY COMMISSION FILE NUMBER 1-3671 REPORTS ON FORM IRS NO. 13-1673581 10-K AND 10-Q POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and/or officers of GENERAL DYNAMICS CORPORATION, a Delaware corporation, hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO, PAUL A. HESSE, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Corporation to comply with the Securities Act of 1933, and the Exchange Act of 1934, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (The Commission) in respect thereof, in connection with annual reports to the commission on form 10-K, quarterly reports on form 10-Q, and other reports as required by General Dynamics Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Corporation to reports filed with the Securities and Exchange Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 5th day of February, 1997. /s/ FRANK C. CARLUCCI /s/ CHARLES H. GOODMAN - ---------------------------------------- --------------------------------------- Frank C. Carlucci Charles H. Goodman /s/ NICHOLAS D. CHABRAJA /s/ JAMES R. MELLOR - ------------------------------------- -------------------------------------------- Nicholas D. Chabraja James R. Mellor /s/ JAMES S. CROWN /s/ GORDON R. SULLIVAN - ------------------------------------------ ----------------------------------------- James S. Crown Gordon R. Sullivan /s/ LESTER CROWN /s/ CARLISLE A. H. TROST - ------------------------------------------- ------------------------------------------ Lester Crown Carlisle A. H. Trost
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