As filed with the Securities and Exchange Commission on July 23, 2014
Registration No. 333-195466
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 52-1893632 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 6801 Rockledge Drive, Bethesda, Maryland | 20817 | |
| (Address of principal executive offices) | (Zip Code) | |
(301) 897-6000
(Registrant’s telephone number, including area code)
Lockheed Martin Corporation 2011 Incentive Performance Award Plan
(Full title of the plan)
Stephen M. Piper
Vice President and Associate General Counsel
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(Name and address of agent for service)
(301) 897-6000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | x | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | ¨ | Smaller Reporting Company | ¨ | |||
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-195466) filed with the Securities and Exchange Commission on April 24, 2014 is being filed solely to correct an error made in the description of Exhibit 99 included in Item 8 and in the Exhibit Index.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit Number |
Exhibit Description | |
| 4.1 | Charter of Lockheed Martin Corporation, as amended by Articles of Amendment dated April 23, 2009 (incorporated by reference to Exhibit 3.1 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010) | |
| 4.2 | Bylaws of Lockheed Martin Corporation, as amended effective January 24, 2013 (incorporated by reference to Exhibit 3.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2013) | |
| 5 | Opinion of Stephen M. Piper, Esquire | |
| 15 | Acknowledgment of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof) | |
| 24 | Powers of Attorney | |
| 99 | Lockheed Martin Corporation Amended and Restated 2011 Incentive Performance Award Plan, as amended April 24, 2014 (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2014) | |
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 Bethesda, State of Maryland, on this 23rd day of July 2014.
| LOCKHEED MARTIN CORPORATION |
| /s/ Stephen M. Piper |
| Stephen M. Piper |
| Vice President and Associate General Counsel |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| * Marillyn A. Hewson |
Chairman, President and Chief Executive Officer (Principal Executive Officer) | July 23, 2014 | ||
| * Bruce L. Tanner |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 23, 2014 | ||
| * Christopher J. Gregoire |
Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | July 23, 2014 | ||
This registration statement also has been signed on the date indicated by the following directors, who constitute a majority of the Board of Directors:
| Daniel F. Akerson* | Marillyn A. Hewson* | |||
| Nolan D. Archibald* | Gwendolyn S. King* | |||
| Rosalind G. Brewer* | James M. Loy* | |||
| David B. Burritt* | Douglas H. McCorkindale* | |||
| James O. Ellis, Jr.* | Joseph W. Ralston* | |||
| Thomas J. Falk* | Anne Stevens* |
| * By: | /s/ Stephen M. Piper |
July 23, 2014 | ||
| Stephen M. Piper (Attorney-in-fact**) |
| ** | By authority of Powers of Attorney previously filed with the registration statement. |
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 4.1 | Charter of Lockheed Martin Corporation, as amended by Articles of Amendment dated April 23, 2009 (incorporated by reference to Exhibit 3.1 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010) | |
| 4.2 | Bylaws of Lockheed Martin Corporation, as amended effective January 24, 2013 (incorporated by reference to Exhibit 3.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2013) | |
| 5 | Opinion of Stephen M. Piper, Esquire* | |
| 15 | Acknowledgment of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof)* | |
| 24 | Powers of Attorney* | |
| 99 | Lockheed Martin Corporation Amended and Restated 2011 Incentive Performance Award Plan, as amended April 24, 2014 (incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2014) | |
| * | Previously filed |
Exhibit 15
Acknowledgment of Ernst & Young LLP,
Independent Registered Public Accounting Firm
Board of Directors
Lockheed Martin Corporation
We are aware of the incorporation by reference in Post-Effective Amendment No. 1 to the Registration Statement (Form S-8) of Lockheed Martin Corporation pertaining to the Lockheed Martin Corporation 2011 Incentive Performance Award Plan of our reports dated April 23, 2014 and July 23, 2014 relating to the unaudited consolidated interim financial statements of Lockheed Martin Corporation that are included in its Forms 10-Q for the quarters ended March 30, 2014 and June 29, 2014.
/s/ Ernst & Young, LLP
McLean, Virginia
July 23, 2014
Exhibit 23.1
Consent of Ernst & Young LLP,
Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Post-Effective Amendment No. 1 to the Registration Statement (Form S-8) pertaining to the Lockheed Martin Corporation 2011 Incentive Performance Award Plan of our reports dated February 14, 2014, with respect to the consolidated financial statements of Lockheed Martin Corporation and the effectiveness of internal control over financial reporting of Lockheed Martin Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.
/s/ Ernst & Young, LLP
McLean, Virginia
July 23, 2014