-----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, KrB8hdga0mSlFjbx2XJbw5Jyh2QW/LLhYfmnk6p9GhfH9VR2Kknn8rB7Rx+6jwOx +gon/Kph5kFgAJUK8rjUOQ== 0000928385-98-002147.txt : 19981028 0000928385-98-002147.hdr.sgml : 19981028 ACCESSION NUMBER: 0000928385-98-002147 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981027 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOCKHEED MARTIN CORP CENTRAL INDEX KEY: 0000936468 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 521893632 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-44671 FILM NUMBER: 98731020 BUSINESS ADDRESS: STREET 1: 6801 ROCKLEDGE DR CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3018976000 MAIL ADDRESS: STREET 1: 6801 ROCKLEDGE DRIVE CITY: BETHESDA STATE: MD ZIP: 20817 S-4/A 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 Registration No. 333-44671 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- LOCKHEED MARTIN CORPORATION (Exact name of registrant as specified in its charter) MARYLAND 3760 52-1893632 (State or other jurisdiction (Primary Standard (I.R.S. Employer of incorporation or organization) Industrial Identification No.) Classification Code Number) 6801 ROCKLEDGE DRIVE BETHESDA, MARYLAND 20817 301-897-6000 (Name, address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------- STEPHEN M. PIPER, ESQUIRE ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY LOCKHEED MARTIN CORPORATION 6801 ROCKLEDGE DRIVE BETHESDA, MARYLAND 20817 (301) 897-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ================================================================================ This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-44671) (the "Registration Statement") is being filed by Lockheed Martin Corporation ("Lockheed Martin") for the purpose of removing from registration shares of Lockheed Martin Common Stock, par value $1.00 per share ("Lockheed Martin Common Stock"), that will not be issued under the Registration Statement. On July 3, 1997, Lockheed Martin and Northrop Grumman Corporation ("Northrop Grumman") issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated as of July 2, 1997 (the "Merger Agreement"). The Merger Agreement provided for the merger (the "Merger") of a wholly-owned subsidiary of Lockheed Martin with and into Northrop Grumman, with Northrop Grumman surviving as a wholly-owned subsidiary of Lockheed Martin. On January 22, 1998, Lockheed Martin filed the Registration Statement to register 86,028,440 shares of Lockheed Martin Common Stock for use in connection with the Merger. On February 26, 1998, the Lockheed Martin stockholders and the Northrop Grumman stockholders approved the transaction. Clause (a) of Section 7.2 of the Merger Agreement provided generally that the Merger Agreement could be terminated and the Merger abandoned by action of the Board of Directors of either Lockheed Martin or Northrop Grumman if the Merger had not been consummated by March 31, 1998. On July 16, 1998, at a special meeting of the Board of Directors of Lockheed Martin, the Board of Directors, acting pursuant to clause (a) of Section 7.2 of the Merger Agreement, terminated the Merger Agreement and abandoned the Merger. None of the shares of Lockheed Martin Common Stock registered on the Registration Statement were issued, nor will any of such shares be issued, due to the termination of the Merger Agreement and abandonment of the Merger. Accordingly, 86,028,440 shares of Lockheed Martin Common Stock are hereby removed from registration. 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-4 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-44671 on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Montgomery, State of Maryland and on the date indicated below. LOCKHEED MARTIN CORPORATION Date: October 26, 1998 By: /s/STEPHEN M. PIPER ------------------- Stephen M. Piper Associate General Counsel and Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement No. 333-44671 on Form S-4 has been signed by the following persons in the capacities and the date indicated.
Signature Title Date - --------------------------- ----------------------------- ---------------------------------- /s/Vance D. Coffman Chairman and Chief October 26, 1998 ------------------------ Executive Officer Vance D. Coffman* (Principal Executive Officer) /s/Marcus C. Bennett Executive Vice October 26, 1998 ------------------------ President, Chief Marcus C. Bennett* Financial Officer and Director (Principal Financial Officer) /s/Todd J. Kallman Chief Accounting Officer October 26, 1998 ------------------------ Todd J. Kallman* /s/Norman R. Augustine Director October 26, 1998 ------------------------ Norman R. Augustine* /s/Lynne V. Cheney Director October 26, 1998 ------------------------ Lynne V. Cheney* /s/Houston I. Flournoy Director October 26, 1998 ------------------------ Houston I. Flournoy* /s/James F. Gibbons Director October 26, 1998 ------------------------ James F. Gibbons* /s/Edward E. Hood, Jr. Director October 26, 1998 ------------------------ Edward E. Hood, Jr.* /s/Caleb B. Hurtt Director October 26, 1998 ------------------------ Caleb B. Hurtt* /s/Gwendolyn S. King Director October 26, 1998 ------------------------ Gwendolyn S. King* /s/Vincent N. Marafino Director October 26, 1998 ------------------------ Vincent N. Marafino* /s/Eugene F. Murphy Director October 26, 1998 ------------------------ Eugene F. Murphy*
/s/Allen E. Murray Director October 26, 1998 ------------------------ Allen E. Murray* /s/Frank Savage Director October 26, 1998 ------------------------ Frank Savage* /s/Peter B. Teets Director October 26, 1998 ------------------------ Peter B. Teets* /s/Daniel M. Tellep Director October 26, 1998 ------------------------ Daniel M. Tellep* /s/Carlisle A.H. Trost Director October 26, 1998 ------------------------ Carlisle A.H. Trost* /s/James R. Ukropina Director October 26, 1998 ------------------------ James R. Ukropina* /s/Douglas C. Yearley Director October 26, 1998 ------------------------ Douglas C. Yearley*
*By: /s/ STEPHEN M. PIPER ------------------------------------ (Stephen M. Piper, Attorney-in-fact) -----END PRIVACY-ENHANCED MESSAGE-----