As filed with the Securities and Exchange Commission on July 10, 2001
Registration No. 33-15764
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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
_________________________
NORTHROP GRUMMAN CORPORATION
(Formerly NNG, Inc.)
(Exact name of Registrant as specified in its charter)
DELAWARE 001-16411 95-4840775
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(Address of Principal Executive Offices, Including Zip Code)
(310) 553-6262
(Registrant's Telephone Number, Including Area Code)
_________________________
NORTHROP CORPORATION
1987 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
_________________________
W. Burks Terry
Corporate Vice President and General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________
Copies to:
Andrew E. Bogen, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000
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EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Exchange Act of 1933, as amended (the "Securities Act"), to reflect
the creation by Northrop Grumman Systems Corporation (formerly Northrop Grumman
Corporation), a Delaware corporation ("Systems"), of a new holding company,
Northrop Grumman Corporation (formerly NNG, Inc.) a Delaware corporation ("New
Northrop Grumman"), above Systems. The creation of New Northrop Grumman was
effected pursuant to an Amended and Restated Agreement and Plan of Merger (the
"Amended Merger Agreement"), dated January 23, 2001, among New Northrop Grumman,
Systems, Litton Industries, Inc., a Delaware corporation ("Litton") and LII
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of New
Northrop Grumman ("LII").
As contemplated by the Amended Merger Agreement, on April 2, 2001, Systems
completed a corporate reorganization (the "Northrop Reorganization") that was
effected by action of its Board of Directors without a vote of Systems'
stockholders, pursuant to Section 251(g) of the Delaware General Corporation Law
(the "DGCL") and an Agreement and Plan of Merger, dated as of March 20, 2001
(the "Merger Agreement"), between Systems, New Northrop Grumman and NGC
Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary
of Systems ("NGC"). In the Northrop Reorganization, NGC was merged with and into
Systems, with Systems as the surviving corporation and a wholly-owned subsidiary
of New Northrop Grumman, the new holding company. Pursuant to the requirements
of Section 251(g) of the DGCL, at the effective time of that merger and in
connection with the Northrop Reorganization, New Northrop Grumman changed its
name from NNG, Inc. to "Northrop Grumman Corporation," and Systems changed its
name to "Northrop Grumman Systems Corporation." Upon consummation of the
Northrop Reorganization and in accordance with Section 251(g) of the DGCL, (a)
all of the outstanding shares of capital stock of Systems were automatically
converted into the same number of shares of the same class of capital stock of
New Northrop Grumman, and (b) each certificate representing shares of Northrop
capital stock, without any action on the part of the holder thereof, is now
deemed to represent an equal number of shares of the same class of capital stock
of New Northrop Grumman.
In accordance with Rule 414 under the Securities Act, New Northrop Grumman,
as the successor issuer to Systems, hereby expressly adopts this registration
statement as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended. The Northrop Corporation 1987 Long-Term
Incentive Plan (the "Plan") to which this registration statement relates shall
continue to be known as the Northrop Corporation 1987 Long-Term Incentive Plan.
The Plan continues to cover employees of Systems. However, shares of stock
issued in accordance with the Plan shall be shares of stock of the New Northrop
Grumman rather than shares of stock of Systems.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
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Item 8. Exhibit
24.1 Power of Attorney.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, 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
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Los Angeles, state of
California, on July 9, 2001
NORTHROP GRUMMAN CORPORATION
(formerly NNG, Inc.)
By:/s/ John H. Mullan
______________________________
John H. Mullan
Corporate Vice, Secretary and
Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board,
President and Chief Executive
* Officer and Director
_______________________________________ (Principal Executive Officer) July 9, 2001
Kent Kresa
Corporate Vice President and
Chief Financial Officer
* (Principal Financial Officer)
_______________________________________ July 9, 2001
Richard B. Waugh, Jr
Vice President and Controller
* (Principal Accounting Officer)
_______________________________________ July 9, 2001
Sandra Wright
*
_______________________________________ Director July 9, 2001
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John T. Chain, Jr.
_______________________________________ Director
Lewis W. Coleman
*
_______________________________________ Director July 9, 2001
Vic Fazio
*
_______________________________________ Director July 9, 2001
Phillip Frost
*
_______________________________________ Director July 9, 2001
Charles R. Larson
_______________________________________ Director
Robert A. Lutz
_______________________________________ Director
Aulana L. Peters
*
_______________________________________ Director July 9, 2001
John Brooks Slaughter
*
_______________________________________ Director July 9, 2001
Dr. Ronald D. Sugar
/s/ John H. Mullan
By: ___________________________________
John H. Mullan,
As attorney-in-fact pursuant to authority
granted under Power of Attorney filed
with this Registration Statement
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Exhibit Index
Exhibit Description
------- -----------
24.1 Power of Attorney.
6