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Registration No. 33-
As filed with the Securities and Exchange Commission on May 13, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRW INC.
(Exact name of registrant as specified in its charter)
OHIO 34-0575430
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1900 RICHMOND ROAD, CLEVELAND, OHIO 44124
(Address of Principal Executive Offices) (Zip Code)
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1997 TRW LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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MARTIN A. COYLE, SECRETARY OF TRW INC.
1900 RICHMOND ROAD
CLEVELAND, OHIO 44124
(216) 291-7200
(Name and Address, Including Zip Code; and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Amount to be maximum Proposed maximum
Title of securities to be registered offering price aggregate offering Amount of registration
registered per share(1) price(2) fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.625 per share 6,267,350 $53.00 $332,169,550 $100,657.44
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<FN>
(1) The maximum offering price per share is based upon an estimate, solely for the purpose of computing the registration fee.
(2) This figure (calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average of
the high and low prices of TRW Common Stock of $53.00 included in the NYSE-Composite Transactions report for May 9, 1997, as
published in the Midwest edition of The Wall Street Journal) represents the maximum aggregate offering price of the number
of shares of TRW Common Stock registered under this Form S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to the participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by TRW Inc. ("TRW" or the "Company") are
incorporated herein by reference, except to the extent that any statement or
information therein is modified, superseded or replaced by a statement or
information contained in any other subsequently filed document incorporated
herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(2) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(3) the Company's Current Report on Form 8-K, dated February 5,
1997.
(4) The description of the Common Stock, par value $0.625 per
share, of the Company ("TRW Common Stock"), filed with the
Securities and Exchange Commission on May 13, 1997, as Exhibit
3(a) to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, and all amendments and reports
filed for the purpose of updating that description.
Until the Company files a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold, or
deregistering all such securities which remain unsold, all documents
subsequently filed by the Company or the 1997 Long-Term Incentive Plan (the
"Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date hereof and prior to the termination
of the offering of the securities registered pursuant to this Registration
Statement, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of TRW Common Stock being registered has
been passed upon by Martin A. Coyle, Executive Vice President, General Counsel
and Secretary of TRW. Mr. Coyle is eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Ohio law, Ohio corporations are authorized to indemnify
directors, officers, employees, and agents within prescribed limits. Ohio law
permits, and the Company's Regulations require, the Company to indemnify a
Director, officer, employee and certain other persons ("Covered Persons")
against expenses, judgments, fines, and settlements reasonably incurred in a
nonderivative suit, and against expenses reasonably incurred in a derivative
suit, if the Covered Person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company. In
addition, Ohio law permits, and the Company's Regulations require, the Company
to indemnify a Covered Person in a criminal action or proceeding, other than in
a derivative suit, if the person had no reasonable cause to believe his or her
conduct was unlawful. The Company's Regulations require the Company to indemnify
a Covered Person against amounts paid in settlement of a derivative action up to
an amount that would reasonably have been expended in the person's defense if
the proceeding had been prosecuted to conclusion.
Unless ordered by a court, no indemnification of expenses in a
derivative suit is authorized by Ohio law or permitted by the Company's
Regulations if the Covered Person is finally adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the Company.
However, if a Covered Person is successful on the merits or in defense of any
matter, indemnification of expenses is mandatory. In addition, under Ohio law, a
Director's expenses shall be paid by the Company as they are incurred, provided
the Director agrees to reasonably cooperate with the Company and to repay the
amounts advanced if it is proved by clear and convincing evidence that the
Director's action or failure to act was done with reckless disregard for the
best interests of the Company. The Company's Regulations permit the Company to
make payments in advance of final disposition of an action to Covered Persons if
authorized by the Company's Directors.
Under Ohio law, a Director is not liable for monetary damages unless it
is proved by clear and convincing evidence that the Director's action or failure
to act was undertaken with deliberate intent to cause injury to the Company or
with reckless disregard for the best interests of the Company. There is,
however, no comparable provision limiting the liability of officers, employees
or agents of a corporation. Neither the statutory right to indemnification, nor
the rights set forth in the Company's Regulations, is exclusive, and each is in
addition to any other rights granted to persons seeking indemnification.
The Company's Directors and officers are insured under policies of
insurance maintained by the Company against certain losses, subject to various
limitations and exclusions, arising from claims made against them, including
claims made against them under the securities laws, by reason
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of being or having been Directors or officers. Insurance is also provided,
subject to various limitations and exclusions, to certain officers and Directors
acting in their capacities as fiduciaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit
Index on Page 6, which Exhibit Index is incorporated herein by this reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lyndhurst, State of Ohio, on the 13th day of May,
1997.
TRW INC.
By /s/ Martin A. Coyle
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Martin A. Coyle, Executive Vice President and Secretary
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
J. T. GORMAN* Chairman of the Board, Chief May 13, 1997
Executive Officer and Director
P. S. HELLMAN* President, Chief Operating May 13, 1997
Officer and Director
C. G. MILLER* Executive Vice President and May 13, 1997
Chief Financial Officer
T. A. CONNELL* Vice President and Controller May 13, 1997
M. FELDSTEIN* Director May 13, 1997
R. M. GATES* Director May 13, 1997
C. H. HAHN* Director May 13, 1997
G. H. HEILMEIER* Director May 13, 1997
K. N. HORN* Director May 13, 1997
E. B. JONES* Director May 13, 1997
W. S. KISER* Director May 13, 1997
D. B. LEWIS* Director May 13, 1997
J. T. LYNN* Director May 13, 1997
L. M. MARTIN* Director May 13, 1997
J. D. ONG* Director May 13, 1997
R. W. POGUE* Director May 13, 1997
Martin A. Coyle, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of each
of the above-named officers and Directors of TRW Inc., pursuant to a power of attorney executed by each of such officers and
Directors and filed with the Securities and Exchange Commission.
* By /s/ Martin A. Coyle May 13, 1997
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Martin A. Coyle, Attorney-in-fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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<S> <C> <C>
4 The Company's Amended --
Articles of Incorporation
(Incorporated herein by
reference to Exhibit 3(a) to the
Company's Quarterly Report on
Form 10-Q for the quarter
ended March 31, 1997)
5 Opinion of Martin A. Coyle 8
23(a) Consent of Martin A. Coyle
(included in Exhibit 5)
23(b) Consent of Ernst & Young LLP 9
24 Power of Attorney 10
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EXHIBIT 5
May 13, 1997
TRW Inc.
1900 Richmond Rd.
Cleveland, Ohio 44124
Re: 1997 TRW Long-Term Incentive Plan
Ladies and Gentlemen:
As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in
connection with the preparation and filing of a registration statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
to register 6,267,350 shares of common stock of TRW, par value $0.625 per share
("Shares"), that may be issued by TRW from time to time in accordance with the
terms of the 1997 TRW Long-Term Incentive Plan (the "Plan"). This opinion is
delivered in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act of 1933, as amended.
I am familiar with the Plan; the proceedings taken by TRW in connection with the
adoption of the Plan; the proposed issuance and sale of Shares; the Registration
Statement; and the resolutions of the Directors of TRW relating to the filing of
the Registration Statement. I am also familiar with TRW's Amended Articles of
Incorporation and Amended Regulations, in each case as amended to date, and I
have examined or caused to be examined such other records, documents and
instruments as in my judgment are necessary or appropriate to enable me to
render the opinion expressed below.
Based upon the foregoing, I am of the opinion that, when acquired by the Plan
participants in accordance with the provisions of the Plan, the Shares will be
validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement, in the Plan
documents prepared pursuant to the requirements of Part I of Form S-8, and in
any amendments to the foregoing.
Sincerely,
/s/ Martin A. Coyle
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of our report dated January 20, 1997, with respect to the
consolidated financial statements of TRW Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Cleveland, Ohio
May 13, 1997
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EXHIBIT 24
POWER OF ATTORNEY
Directors and Certain Officers of TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc. hereby appoint M. A.
Coyle, J. C. Diggs, W. A. Fullmer, K. A. Weigand and J. L. Manning, Jr., and
each of them, as attorneys for the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned in
the capacity specified, to prepare or cause to be prepared, to execute and to
file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, (1) a Registration Statement or amendments to previously filed
Registration Statements with respect to participations in The TRW Employee Stock
Ownership and Stock Savings Plan and shares of TRW Common Stock offered in
connection therewith; (2) a Registration Statement or amendments to previously
filed Registration Statements with respect to participations in The TRW Canada
Stock Savings Plan and shares of TRW Common Stock offered in connection
therewith; (3) a Registration Statement or amendments to previously filed
Registration Statements relating to stock options, stock appreciation rights,
restricted stock, performance shares and other stock-based grants granted or to
be granted pursuant to the 1997 TRW Long-Term Incentive Plan, the 1994 TRW
Long-Term Incentive Plan, the 1989 TRW Long-Term Incentive Plan, and stock
options and stock appreciation rights granted or to be granted pursuant to the
1984 Stock Option Plan and the 1979 Stock Option Plan, each as amended, and
shares of TRW Common Stock offered in connection therewith; (4) any and all
amendments (including post-effective amendments), prospectuses and exhibits to
such Registration Statements; and (5) any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the securities to which any such Registration Statements relate, with full power
and authority to take or cause to be taken such other action which in the
judgment of such person may be necessary or appropriate to effect the filing of
such documents.
EXECUTED the dates set forth below.
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/s/ J. T. Gorman /s/ P. S. Hellman /s/ C. G. Miller
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J. T. Gorman, P. S. Hellman, C. G. Miller,
Chairman of the Board, President, Executive Vice President
Chief Executive Officer Chief Operating Officer and Chief Financial Officer
and Director and Director February 4, 1997
February 4, 1997 February 4, 1997
/s/ T. A. Connell /s/ M. Feldstein
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T. A. Connell, Vice President M. H. Armacost, Director M. Feldstein, Director
and Controller February 4, 1997 February 4, 1997
February 4, 1997
/s/ R. M. Gates /s/ C. H. Hahn /s/ G. H. Heilmeier
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R. M. Gates, Director C. H. Hahn, Director G. H. Heilmeier, Director
February 4, 1997 February 4, 1997 February 4, 1997
/s/ K. N. Horn /s/ E. B. Jones /s/ W. S. Kiser
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K. N. Horn, Director E. B. Jones, Director W. S. Kiser, Director
February 4, 1997 February 4, 1997 February 4, 1997
/s/ D. B. Lewis /s/ J. T. Lynn /s/ L. M. Martin
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D. B. Lewis, Director J. T. Lynn, Director L. M. Martin, Director
February 4, 1997 February 4, 1997 February 4, 1997
/s/ J. D. Ong /s/ R. W. Pogue
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J. D. Ong, Director R. W. Pogue, Director
February 4, 1997 February 4, 1997
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