UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 28, 2012 (November 21, 2012)
GENERAL DYNAMICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-3671 | 13-1673581 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 2941 Fairview Park Drive, Suite 100, Falls Church, Virginia |
22042-4513 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(703) 876-3000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On November 21, 2012, General Dynamics Corporation (the “Company”) received a notice from the Plan Administrator of a blackout period (the “Blackout Period”) pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Company’s 401(k) plans, namely, the General Dynamics Corporation Savings and Stock Investment Plan (Plan 3.0), the General Dynamics Corporation Savings and Stock Investment Plan (Plan 4.5), the General Dynamics Corporation Savings and Stock Investment Plan (Plan 5.0), the General Dynamics Corporation Savings and Stock Investment Plan for Represented Employees, and the General Dynamics Corporation Supplemental Savings and Stock Investment Plan (the “Plans”). The Blackout Period is required because the Plans are making certain administrative changes, including changing the recordkeeper and the benefit administration service provider from Aon Hewitt to Fidelity Workplace Services LLC (“Fidelity”), changing the trustee from The Northern Trust Company to Fidelity Management Trust Company (an affiliate of Fidelity), changing the platform and offering additional investment options. During the Blackout Period, participants in the Plans will be unable to perform certain account transactions under the Plans such as directing or diversifying investments in individual accounts, obtaining a loan or obtaining a distribution. The Blackout Period will begin after 4 p.m. Eastern time on December 27, 2012. The Blackout Period is expected to end the week of December 30, 2012 (but no earlier than January 2, 2013).
The Company intends to send an appropriate notice to its directors and executive officers informing them of the Blackout Period and the restrictions on trading in the common stock of the Company (including with respect to derivatives) that apply to them during the Blackout Period. This notice will be provided to directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR promulgated pursuant to the Securities Exchange Act of 1934, as amended. A copy of the notice is attached as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference.
During the Blackout Period and for a period of two years after the ending date of the Blackout Period, stockholders and other interested parties may obtain, without charge, the actual beginning and ending dates of the Blackout Period by contacting General Dynamics Corporation, Attention: Vice President, Human Resources and Shared Services, 2941 Fairview Park Drive, Falls Church, Virginia 22042.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Notice of Blackout Period to Directors and Executive Officers. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENERAL DYNAMICS CORPORATION | ||
| by | /s/ Kimberly A. Kuryea | |
| Kimberly A. Kuryea Vice President and Controller (Authorized Officer and Chief Accounting Officer) | ||
Dated: November 28, 2012
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Notice of Blackout Period to Directors and Executive Officers. | |
Exhibit 99.1
Important Notice of Blackout Period to
Directors and Executive Officers of General Dynamics Corporation
Beginning After 4 p.m. Eastern time on December 27, 2012 and expected to end the week
of December 30, 2012 (but no earlier than January 2, 2013)
General Dynamics Corporation (the “Company”) intends to implement certain administrative changes to the Company’s 401(k) plans, namely, the General Dynamics Corporation Savings and Stock Investment Plan (Plan 3.0), the General Dynamics Corporation Savings and Stock Investment Plan (Plan 4.5), the General Dynamics Corporation Savings and Stock Investment Plan (Plan 5.0), the General Dynamics Corporation Savings and Stock Investment Plan for Represented Employees, and the General Dynamics Corporation Supplemental Savings and Stock Investment Plan (collectively the “Plans”). The administrative changes include changing the recordkeeper and benefit administration service provider from Aon Hewitt to Fidelity Workplace Services LLC (“Fidelity”), changing the trustee from The Northern Trust Company to Fidelity Management Trust Company (an affiliate of Fidelity), changing the platform and offering additional investment options. These changes will require that a “blackout period” be imposed on participants under the Plans (the “Blackout Period”). During the Blackout Period all participants under the Plans will be prevented from engaging in certain account transactions such as directing or diversifying investments in individual accounts, obtaining a loan, or obtaining a distribution.
Under the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR promulgated pursuant to the Securities Exchange Act of 1934, as amended, you, as directors and executive officers of the Company are generally prohibited from engaging in transactions involving General Dynamics Corporation’s equity securities (including options and other derivatives based on General Dynamics Corporation stock) while participants in the Plans are subject to this Blackout Period, regardless of whether you participate in any of the Plans. The restrictions on trading during the Blackout Period are in addition to the Company’s Insider Trading Policy (and associated regularly scheduled blackout periods) that restrict your ability to trade in Company stock.
Duration of the Blackout Period
The Blackout Period will begin after 4 p.m. Eastern time on December 27, 2012. The Blackout Period is expected to end the week of December 30, 2012 (but no earlier than January 2, 2013). We have the right to extend the Blackout Period if we need additional time to complete the administrative changes to the Plans although we do not anticipate that will be necessary. We will notify you and the participants if that occurs. You can determine whether the Blackout Period has begun or ended by calling the General Dynamics Service Center at 1-888-GD-Benefits (1-888-432-3633) and following the 401(k) prompts.
Prohibited Transactions
During the Blackout Period, you are generally prohibited from directly or indirectly, purchasing, selling or otherwise acquiring or transferring any “equity security” of the Company. Prohibited transactions include, but are not limited to, open market purchases and sales of equity and derivative securities, including stock option exercises and sales of restricted stock. The trading restrictions also apply to members of your immediate family who share your household and any entities that you may be deemed to, directly or indirectly, share beneficial ownership with (such as a trust, family partnership or similar entity).
Certain transactions are exempt from the Blackout Period trading prohibition, including:
| • | Bona fide gifts; |
| • | Transfers by will or the laws of descent and distribution; and |
| • | Sales of Company common stock that was not acquired in connection with your service or employment as a director or officer (which you must be able to prove). |
If you have any questions about whether a particular transaction may be exempt, please call 703-876-3482.
Securities Covered by the Blackout Period
The Blackout Period trading prohibition covers equity and derivative securities you acquired or may acquire “in connection with service as a director or employment as an executive officer.” This includes, among other things, securities you acquired under a compensatory plan or contract (such as a stock option or a restricted stock award) as a director or executive officer, or securities you acquired as a direct or indirect inducement to service as a director or to employment as an executive officer.
Equity and derivative securities acquired outside of your service as a director or executive officer (such as shares you acquired when employed by the Company before you were an executive officer) are not covered. If you hold both covered securities and non-covered securities, however, any sale or other transfer of securities by you during the Blackout Period will be treated as a transaction involving covered securities, unless you can identify the source of the sold securities and demonstrate that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).
Penalties
If you (or any related person covered by the Blackout Period) engage in a transaction that violates these rules, the profits from the transaction will be recoverable in a lawsuit by the Company or one of its shareholders. You are also subject to civil and criminal penalties.
THE RULES ARE COMPLEX AND THE CRIMINAL AND CIVIL PENALTIES THAT COULD BE IMPOSED UPON DIRECTORS AND EXECUTIVE OFFICERS WHO VIOLATE THEM COULD BE SEVERE.