-----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, CBULUC2Z5JaKuFWLg85qTMeak8v1hMCm2kCSY4zwjQ4JEpJfT9dpQgD+LcykiFJK EZIkBSVySTeUh7tbNik2nA== 0000928385-99-003450.txt : 19991119 0000928385-99-003450.hdr.sgml : 19991119 ACCESSION NUMBER: 0000928385-99-003450 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-71409 FILED AS OF DATE: 19991118 EFFECTIVENESS DATE: 19991118 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-3MEF SEC ACT: SEC FILE NUMBER: 333-91195 FILM NUMBER: 99760257 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-3MEF 1 FORM S-3MEF As filed with the Securities and Exchange Commission on November 18, 1999 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------------------- LOCKHEED MARTIN CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 52-1893632 (I.R.S. Employee Identification No.) ----------------------------- 6801 Rockledge Drive Bethesda, Maryland 20817 (301) 897-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Marian S. Block Vice President and Associate General Counsel 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) ----------------------------- Copies to: Glenn C. Campbell King & Spalding 1730 Pennsylvania Avenue, N.W. Washington, D.C. 20006-4706 (202) 626-2388 ----------------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-71409 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------- Proposed Title of each class of maximum offering Proposed maximum Securities to be Amount to be price aggregate offering Amount of registered Registered (1)(2) per unit (3) price(3) registration fee - ---------------------------------------------------------------------------------------------------------------------- Debt Securities........ $500,000,000 100% $500,000,000 $139,000 - ----------------------------------------------------------------------------------------------------------------------
- ---------- (1) In United States dollars or the equivalent thereof in other currencies or composite currencies on the basis of exchange rates in effect on the date an agreement to sell the applicable Debt Securities is entered into by the Registrant. (2) Or, if any Debt Securities are issued at an original issue discount, such greater amount as may result in an aggregate offering price of $500,000,000. (3) Estimated solely for purposes of calculating the registration fee. _______________________ The Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. ================================================================================ INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed to register additional Debt Securities of Lockheed Martin Corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3, as amended, filed by Lockheed Martin Corporation with the Securities and Exchange Commission (Registration No. 333-71409) pursuant to the Securities Act of 1933, are incorporated by reference into this Registration Statement. PART II INFORMATION NOT REQUIRED PROSPECTUS EXHIBITS All exhibits filed with or incorporated by reference in Registration Statement No. 333-71409 are incorporated by reference into, and shall be deemed a part of, this Registration Statement, except the following which are filed herewith or specifically incorporated by reference herein from Registration Statement No. 333-71409.
Exhibit Number Description ------ ----------- 5.1 -- Opinion of King & Spalding. 23.1 -- Consent of Ernst & Young LLP, Independent Auditors. 23.2 -- Consent of King & Spalding (included in its opinion filed as Exhibit 5.1 hereto). 24.1 -- Powers of Attorney. (1)
(1) Included as Exhibit 24.1 in the Registration Statement on Form S-3 (Registration No. 333-71409) filed with the Commission on January 22, 1999. 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-3 and had duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, the 18th day of November, 1999. LOCKHEED MARTIN CORPORATION By: /s/ Marian S. Block ------------------------------------------- Marian S. Block Vice President and Associate General Counsel 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ Vance D. Coffman Chairman and Chief Executive November 18, 1999 ----------------------------------- Vance D. Coffman Officer (Principal Executive Officer) /s/ Robert J. Stevens Executive Vice President and November 17, 1999 ----------------------------------- Robert J. Stevens Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
The Registration Statement also has been signed on the date indicated by the following directors, who constitute a majority of the Board of Directors: Norman R. Augustine* Caleb B. Hurtt* Marcus C. Bennett* Gwendolyn S. King* Lynne V. Cheney* Eugene F. Murphy* Vance D. Coffman* Frank Savage* Houston I. Flournoy* Carlisle A.H. Trost* James F. Gibbons* James R. Ukropina* Edward E. Hood, Jr.* Douglas C. Yearley* *By: /s/ Frank H. Menaker, Jr. November 18, 1999 -------------------------------- Frank H. Menaker, Jr. (As Attorney-in-fact) EXHIBIT INDEX
Exhibit Number Description ------ ----------- 5.1 -- Opinion of King & Spalding. 23.1 -- Consent of Ernst & Young LLP, Independent Auditors. 23.2 -- Consent of King & Spalding (included in its opinion filed as Exhibit 5.1 hereto). 24.1 -- Powers of Attorney. (1)
(1) Included as Exhibit 24.1 in the Registration Statement on Form S-3 (File No. 333-71409) filed with the Commission on January 22, 1999. EX-5.1 2 OPINION OF KING & SPALDING Exhibit 5.1 [King & Spalding Letterhead] November 18, 1999 Re: Lockheed Martin Corporation: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Lockheed Martin Corporation, a Maryland corporation (the "Corporation"), in connection with the proposed issuance and sale from time to time of up to $3,000,000,000 aggregate principal amount of the Corporation's Debt Securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"). The $3,000,000,000 of Debt Securities covered by this opinion includes (1) $500,000,000 of Debt Securities covered by a Registration Statement on Form S-3 (the "Rule 462(b) Registration Statement") filed by the Corporation with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Act and (2) $2,500,000,000 of Debt Securities currently available for issuance under the Registration Statement on Form S-3 previously filed by the Corporation with the Commission on March 24, 1999 (File No. 333-71409) (the "Original Registration Statement"), to which the Rule 462(b) Registration Statement relates. In our capacity as counsel to the Corporation, we have reviewed the Charter and Bylaws of the Corporation, the form of Indenture to be entered into by and between the Corporation and U.S. Bank Trust, National Association (the "Trustee") (as supplemented or modified by the Trust Indenture Act of 1939, collectively, the "Indenture"), the Rule 462(b) Registration Statement including the exhibits thereto, the Original Registration Statement including the exhibits thereto, the corporate proceedings of the Corporation relating to the authorization of the issuance of the Debt Securities and such certificates and other documents as we deemed necessary or advisable for the purposes of this opinion. Based on the foregoing, we are of the opinion that the Debt Securities, when duly authorized and executed in accordance with the terms of the resolutions adopted by the Board of Directors of the Corporation and the terms of the Indenture, authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered against payment therefor, will be legally issued and will constitute valid and binding obligations of the Corporation entitled to the benefits of the Indenture. Lockheed Martin Corporation November 18, 1999 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement and to the reference to us under the heading "Validity of the Debt Securities." In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ King & Spalding EX-23.1 3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 of Lockheed Martin Corporation for the registration of $500 million of debt securities, as such section is incorporated by reference from the Registration Statement on Form S-3 (File No. 333-71409), and to the incorporation by reference therein of our report dated January 22, 1999, except for the third paragraph of Note 4, as to which the date is February 11, 1999, with respect to the consolidated financial statements of Lockheed Martin Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Washington, D.C. November 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----