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Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRW INC.
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(Exact name of registrant as specified in its charter)
OHIO 34-0575430
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1900 RICHMOND ROAD, CLEVELAND, OHIO 44124
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(Address of Principal Executive Offices) (Zip Code)
TRW INC. DEFERRED COMPENSATION PLAN
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(Full title of the plan)
WILLIAM B. LAWRENCE, SECRETARY
TRW INC.
1900 RICHMOND ROAD,
CLEVELAND, OHIO 44124
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(Name and address of agent for service)
(216) 291-7230
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share offering price (1) registration fee
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Deferred Compensation
Obligations(2) $100,000,000(3) 100% $100,000,000 $26,400.00
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(1) The maximum aggregate offering price is based upon an estimate, solely for
the purpose of computing the registration fee.
(2) The Deferred Compensation Obligations are unsecured obligations of TRW Inc.
to pay deferred compensation in the future in accordance with the terms of
the TRW Inc. Deferred Compensation Plan.
(3) Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also relates to deferred compensation obligations of TRW Inc.
incurred pursuant to the same employee benefit plan for which Registration
Statement No. 333-20351 on Form S-8 is currently effective. A registration
fee in the amount of $22,727.27 was paid at the time of filing of such Form
S-8. Pursuant to Rule 429, $14,390,892 of the obligations remaining
available for issuance under the TRW Inc. Deferred Compensation Plan are
hereby carried forward to this Registration Statement on Form S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this 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 of this
Form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
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:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and
(c) the Company's Current Report on Form 8-K dated January 24, 2000.
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 pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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.
Under the Plan, the Company will provide eligible employees the
opportunity to enter into agreements for the deferral of a specified percentage
or dollar amount of their incentive compensation, as defined in the Plan (the
"Incentive Compensation"). The obligations of the Company under such agreements
(the "Obligations") will be unsecured general obligations of the Company to pay
the deferred compensation in the future in accordance with the terms of the
Plan. The Plan is unfunded and the
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Company is not required to set aside assets to be used for payment of the value
of the Obligations. Participants have no right, interest or claim in the assets
of the Company, except as unsecured general creditors.
The description of the terms and conditions of the Obligations in this
Item 4 is qualified by reference to the Plan, which is incorporated herein by
reference to Exhibit 10(r) of the Company's Annual Report on Form 10-K for the
year ended December 31, 1998.
The amount of compensation to be deferred by each participating
employee (each, a "Participant") will be determined in accordance with the Plan
based on elections by each Participant. Each Obligation will be payable on a
date selected by each Participant in accordance with the terms of the Plan. In
the event of a Participant's termination of employment with the Company, any
Obligation will be payable as specified in the Plan. The Obligations will be
indexed to the performance of one or more investment alternatives individually
chosen by each Participant from a list of available investment alternatives.
Each Participant's Obligation will be adjusted to reflect the performance,
whether positive or negative, of the selected investment alternatives, including
any appreciation or depreciation. The Obligations will be denominated and
payable in United States dollars.
Neither a Participant nor any other person may assign, alienate, sell,
seize, sequester, transfer, pledge, or encumber the Obligations prior to actual
payment of deferred compensation.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by each Participant, at the
option of the Company or through operation of a mandatory or optional sinking
fund or analogous provision. However, the Company reserves the right in its sole
discretion to amend, suspend or terminate the Plan at any time, except that no
such suspension or termination shall adversely affect the right of the
Participant to the balance of his or her deferred account as defined in the Plan
without the consent of the person affected.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations and each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices and beneficiary
designations, responding to any requests for consents, waivers, amendments or
information pertaining to the Obligations, enforcing covenants and taking action
upon default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Obligations being registered has been passed upon
by William B. Lawrence, Executive Vice President, General Counsel and Secretary
of TRW Inc. Mr. Lawrence is eligible to participate in the Plan.
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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 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.
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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 8, 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 with or furnished to the Commission by the registrant
pursuant to Section 13 or 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 the 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 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
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 Lyndhurst, State of Ohio, on the 26th day of
May, 2000.
TRW INC.
By /s/ William B. Lawrence
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William B. Lawrence, Executive Vice President,
General Counsel 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.
SIGNATURE TITLE DATE
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J. T. GORMAN* Chairman of the Board, Chief May 26, 2000
Executive Officer and Director
D. M. COTE* President, Chief Operating May 26, 2000
Officer and Director
C. G. MILLER* Executive Vice President and May 26, 2000
Chief Financial Officer
T. A. CONNELL* Vice President and Controller May 26, 2000
M. H. ARMACOST* Director May 26, 2000
M. FELDSTEIN* Director May 26, 2000
R. M. GATES* Director May 26, 2000
G. H. HEILMEIER* Director May 26, 2000
C. R. HOLLICK* Director May 26, 2000
K. N. HORN* Director May 26, 2000
D. B. LEWIS* Director May 26, 2000
L. M. MARTIN* Director May 26, 2000
J. D. ONG* Director May 26, 2000
R. W. POGUE* Director May 26, 2000
William B. Lawrence, 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/ William B. Lawrence May 26, 2000
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William B. Lawrence, Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4 TRW Inc. Deferred Compensation Plan (as
Amended and Restated Effective January 1,
1999) (Exhibit 10(r) to TRW Annual Report on
Form 10-K for the year ended December 31,
1998, is incorporated herein by reference)
5 Opinion of William B. Lawrence
15 Letter Re: Unaudited Financial Information
23(a) Consent of William B. Lawrence (included in
Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Power of Attorney
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Exhibit 5
May 26, 2000
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
Re: TRW Inc. Deferred Compensation 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 $100,000,000 of obligations ("Obligations"), which represent
unsecured obligations of TRW to pay deferred compensation in the future in
accordance with the terms of the TRW Inc. Deferred Compensation 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, as amended to date; the proceedings taken by TRW in
connection with the adoption of the Plan; the proposed issuance and sale of
Obligations; 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, 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 issued in accordance
with the provisions of the Plan, the Obligations will be valid and binding
obligations of TRW, enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of creditors' rights
or by general equity principles.
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/ William B. Lawrence
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Exhibit 15
LETTER RE: UNAUDITED FINANCIAL INFORMATION
Audit Committee of the
Board of Directors
TRW Inc.
We are aware of the incorporation by reference in the Registration Statement of
TRW Inc., on Form S-8 and in the related prospectus, of our report dated
April 19, 2000 relating to the unaudited interim financial statements of TRW
Inc. that is included in its Form 10-Q for the quarter ended March 31, 2000.
/s/ Ernst & Young LLP
Ernst & Young LLP
May 26, 2000
Cleveland, Ohio
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Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated January 21, 2000, with respect to the
financial statements of TRW Inc. included in its Annual Report on Form 10-K for
the year ended December 31, 1999.
/s/ Ernst & Young LLP
Ernst & Young LLP
Cleveland, Ohio
May 26, 2000
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Exhibit 24
POWER OF ATTORNEY
Directors and Certain Officers of TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc. (the "Corporation")
hereby appoint W. B. Lawrence, D. F. Menz, K. C. Syrvalin, 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, Registration Statements or
amendments to previously-filed Registration Statements with respect to deferred
compensation obligations, interests, shares of Common Stock of the Corporation,
or other securities of the Corporation offered in connection with the TRW Inc.
Deferred Compensation Plan, and 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 actions which, in the judgment
of such person, may be necessary and appropriate to effect the filing of such
documents.
EXECUTED the dates set forth below.
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/s/ J. T. Gorman /s/ D. M. Cote /s/ Carl G. Miller
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J. T. Gorman, D. M. Cote, 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 April 26, 2000
April 26, 2000 April 26, 2000
/s/ Thomas A. Connell /s/ Michael H. Armacost /s/ M. Feldstein
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T. A. Connell, Vice President M. H. Armacost, Director M. Feldstein, Director
and Controller April 26, 2000 April 26, 2000
April 26, 2000
/s/ Robert M. Gates /s/ George H. Heilmeier /s/ C. R. Hollick
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R. M. Gates, Director G. H. Heilmeier, Director C. R. Hollick, Director
April 26, 2000 April 26, 2000 April 26, 2000
/s/ Karen N. Horn /s/ D. B. Lewis /s/ Lynn M. Martin
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K. N. Horn, Director D. B. Lewis, Director L. M. Martin, Director
April 26, 2000 April 26, 2000 April 26, 2000
/s/ J. D. Ong /s/ Richard W. Pogue
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J. D. Ong, Director R. W. Pogue, Director
April 26, 2000 April 26, 2000
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