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Registration No. 33-
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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)
2000 TRW LONG-TERM INCENTIVE 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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<CAPTION>
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share (1) offering price (2) registration fee
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Common Stock, par value
$0.625 per share, of
TRW Inc. 6,093,120 $57.9688 $355,210,855 $93,775.67
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(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 $57.9688 included in the
NYSE-Composite Transactions report for April 26, 2000, 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 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 Current Report on Form 8-K dated January 24,
2000; and
(c) 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 2000 TRW Long-Term Incentive Plan (the
"Plan") 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.
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 William B. Lawrence, Executive Vice President, General
Counsel and Secretary of TRW Inc. Mr. Lawrence 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
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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.
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 7, 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 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 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
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 28th day of
April, 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 April 28, 2000
Executive Officer and Director
D. M. COTE* President, Chief Operating April 28, 2000
Officer and Director
C. G. MILLER* Executive Vice President and April 28, 2000
Chief Financial Officer
T. A. CONNELL* Vice President and Controller April 28, 2000
M. H. ARMACOST* Director April 28, 2000
M. FELDSTEIN* Director April 28, 2000
R. M. GATES* Director April 28, 2000
G. H. HEILMEIER* Director April 28, 2000
C. R. HOLLICK* Director April 28, 2000
K. N. HORN* Director April 28, 2000
D. B. LEWIS* Director April 28, 2000
L. M. MARTIN* Director April 28, 2000
J. D. ONG* Director April 28, 2000
R. W. POGUE* Director April 28, 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 April 28, 2000
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William B. Lawrence, Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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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 William B. Lawrence
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
April 26, 2000
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
Re: 2000 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 6,093,120 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 2000 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, 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/ William B. Lawrence
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Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 2000, with respect to the
consolidated financial statements of TRW Inc. included in its Annual Report on
Form 10-K for the year ended December 31, 1999, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Cleveland, Ohio
May 1, 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, (1) a Registration Statement with
respect to stock options, stock appreciation rights and other stock-based grants
granted or to be granted pursuant to the 2000 TRW Long-Term Incentive Plan and
shares of TRW Common Stock offered in connection therewith; (2) any and all
amendments (including post-effective amendments) and exhibits to such
Registration Statement; and (3) 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 Statement relates, 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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