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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 1996
REGISTRATION NO.
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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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NEWPORT NEWS SHIPBUILDING INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE ISSUER: 74-1541566
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
4101 WASHINGTON AVENUE
NEWPORT NEWS, VIRGINIA 23607
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NEWPORT NEWS SHIPBUILDING INC.
STOCK OWNERSHIP PLAN
(FULL TITLE OF THE PLAN)
STEPHEN B. CLARKSON
VICE PRESIDENT AND SECRETARY
NEWPORT NEWS SHIPBUILDING INC.
4101 WASHINGTON AVENUE
NEWPORT NEWS, VIRGINIA 23607
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE: (757) 380-2000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share
(including associated 3,060,000
Rights)............... shares $9.78* $29,926,800* $9,069*
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</TABLE>
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* Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended (the "Securities Act") based on the book value of the Registrant's
Common Stock computed as of September 30, 1996, the latest practicable date
prior to the filing date of this Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be included herewith.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form 10 (the "Form 10 Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") by Newport
News Shipbuilding Inc. (the "Company") (File No. 1-12385), as amended, is
incorporated by reference into this Registration Statement on Form S-8.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities registered hereunder
have been issued or which deregisters all securities offered then remaining
unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such
documents. Any statement, including financial statements, contained in a
document incorporated or deemed to be incorporated by reference herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters regarding shares of Common Stock offered hereby will be
passed upon for the Company by Stephen B. Clarkson, Vice President and General
Counsel of the Company. Mr. Clarkson beneficially owns 6,076 Shares of Common
Stock of Tenneco Inc. Upon consummation of the distribution of shares of Common
Stock of the Company as described in the Form 10 Registration Statement (the
"Distribution"), Mr. Clarkson will beneficially own 1,215 shares of Company
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions, allows the advancement of costs of defending against litigation,
and permits the Company to purchase insurance on behalf of directors, officers,
employees, and agents. Such indemnification is not exclusive of any other
rights to which those indemnified may be entitled under any bylaws, agreement,
vote of stockholders or otherwise.
The Restated Certificate of Incorporation of the Company to be adopted by the
Company prior to the Distribution (the "Certificate") provides that a director
of the Company will not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the DGCL as the same exists or may thereafter be amended. Based on the
DGCL as presently in effect, a director of the Company will not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
II-1
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omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, which concerns
unlawful payments of dividends, stock purchases or redemptions, or (iv) for any
transactions from which the director derived an improper personal benefit.
While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate such
duty. Accordingly, the Certificate will have no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions of the Certificate described
above apply to an officer of the Company only if he or she is a director of the
Company and is acting in his or her capacity as director, and do not apply to
officers of the Company who are not directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated By-laws to be adopted by the Company prior to the
Distribution (the "By-laws") provide that the Company will indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may thereafter be amended, any person (an "Indemnitee") who was or is
made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, she, or a person
for whom he or she is the legal representative, is or was a director or officer
of the Company or, while a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, employee or agent
of another company or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys'
fees) reasonably incurred by such Indemnitee. The By-laws also provide that,
notwithstanding the foregoing, but except as described in the second following
paragraph, the Company will be required to indemnify an Indemnitee in
connection with a proceeding (or part thereof) commenced by such Indemnitee
only if the commencement of such proceeding (or part thereof) by the Indemnitee
was authorized by the Company Board of Directors.
The By-laws further provide that the Company will pay the expenses (including
attorneys' fees) incurred by an Indemnitee in defending any proceeding in
advance of its final disposition, provided however, that, to the extent
required by law, such payment of expenses in advance of the final disposition
of the proceeding will be made only upon receipt of an undertaking by the
Indemnitee to repay all amounts advanced if it should be ultimately determined
that the Indemnitee is not entitled to be indemnified under the relevant
section of the By-laws or otherwise.
Pursuant to the By-laws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Indemnitee has been received by the Company, the Indemnitee may
file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, will be entitled to be paid the expense of prosecuting such
claim. The By-laws provide that, in any such action, the Company will have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
The By-laws also provide (i) that the rights conferred on any Indemnitee
thereby are not exclusive of any other rights which such Indemnitee may have or
thereafter acquire under any statute, provision of the Certificate, the By-
laws, agreement, vote of stockholders or disinterested directors or otherwise,
(ii) that the Company's obligation, if any, to indemnify or to advance expenses
to any Indemnitee who was or is serving at its request as a director, officer,
employee or agent of another company, partnership, joint venture, trust,
enterprise or nonprofit entity will be reduced by any amount such Indemnitee
may collect as indemnification or advancement of expenses from such other
company, partnership, joint venture, trust, enterprise or nonprofit enterprise,
and (iii) that any repeal or modification of the relevant provisions of the By-
laws will not adversely affect any right or protection thereunder of any
Indemnitee in respect of any act or omission occurring prior to the time of
such repeal or modification.
The By-laws also expressly state that the provisions thereof will not limit
the right of the Company, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Indemnitees when and as
authorized by appropriate corporate action.
II-2
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The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provision, and to insure the officers and directors of the
Company, and of its subsidiary companies, against certain liabilities incurred
by them in the discharge of their function as such officers and directors
except for liabilities resulting from their own malfeasance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<C> <S>
*4.1 --Form of Restated Certificate of Incorporation (Exhibit 3.2 to Registration No.
1-12385).
*4.2 --Form of Amended and Restated By-laws (Exhibit 3.4 to Registration No. 1-
12385).
*4.3 --Form of Rights Agreement between Newport News Shipbuilding Inc. and First
Chicago Trust Company of New York, as Rights Agent (Exhibit 4.2 to Registration
No. 1-12385).
5 --Opinion of Stephen B. Clarkson, Esq. regarding Common Stock.
23.1 --Consent of Stephen B. Clarkson, Esq. (included in Exhibit 5).
23.2 --Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 --Power of Attorney of Joseph J. Sisco.
24.2 --Power of Attorney of Dana G. Mead.
</TABLE>
Exhibits incorporated by reference to a prior filing are designated by an
asterisk (*).
ITEM 9. UNDERTAKINGS.
A. SUBSEQUENT DISCLOSURE.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if 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 Company, pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-3
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B. INCORPORATION BY REFERENCE.
The Company hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
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.
C. COMMISSION POSITION ON INDEMNIFICATION.
The Company hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Securities Act and will be governed by the final adjudication of such issue.
II-4
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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 NEWPORT NEWS, STATE OF VIRGINIA, ON THIS 6TH DAY OF
DECEMBER, 1996.
NEWPORT NEWS SHIPBUILDING INC.
/s/ William P. Fricks
By___________________________________
William P. Fricks
President and Chief Executive
Officer
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ William P. Fricks
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William P. Fricks Principal Executive Officer
and Director December 6, 1996
/s/ David J. Anderson
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David J. Anderson Principal Financial and
Accounting Officer December 6, 1996
Joseph J. Sisco, Dana G. Mead Directors
</TABLE>
/s/ Stephen B. Clarkson December 6, 1996
By_____________________________
Stephen B. Clarkson
Attorney-in-fact
II- 5
<PAGE>
EXHIBIT 5
December 6, 1996
Newport News Shipbuilding Inc.
4101 Washington Avenue
Newport News, VA 23607
Re: Newport News Shipbuilding Inc. Stock Ownership Plan (the "Plan")
Ladies and Gentlemen:
As Vice President and General Counsel of Newport News Shipbuilding Inc. (the
"Company"), I have acted as counsel to the Company in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed
under the Securities Act of 1933, as amended (the "Act") on or about the date
of this letter to register shares of common stock, par value $.01 per share
(including associated rights) (the "Shares"), of the Company which may from
time to time be offered and sold by the Company in connection with the Plan.
I am familiar with the Registration Statements and the Exhibits thereto. I,
or attorneys under my supervision, have also examined originals or copies,
certified or otherwise, of such other documents, evidence of corporate action
and instruments, as I have deemed necessary or advisable for the purpose of
rendering this opinion. As to questions of fact relevant to this opinion, I
have relied upon certificates or written statements from officers and other
appropriate representatives of the Company and its subsidiaries or public
officials. In all such examinations I have assumed the genuineness of all
signatures, the authority to sign and the authenticity of all documents
submitted to me as originals. I have also assumed the conformity of originals
of all documents submitted to me as copies, and that all components of the
Transaction (as such term is defined in the Joint Proxy Statement-Prospectus
of Tenneco Inc. and El Paso Natural Gas Company, dated November 4, 1996) are
consummated as contemplated in such Joint Proxy Statement-Prospectus.
Based upon and subject to the foregoing, I am of the opinion that the Shares
that will be originally issued under the Plan have been duly authorized and,
when issued pursuant to and in accordance with the Plan, will be legally
issued, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement and to
the filing, as an exhibit to the Registration Statement, of this opinion. In
giving this consent, I do not hereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
Stephen B. Clarkson
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated October 1, 1996,
included in the Registration Statement on Form 10, as amended (Registration
No. 1-12385), and to all references to our Firm included in this Registration
Statement.
Arthur Andersen LLP
Washington, D.C.
December 6, 1996
<PAGE>
EXHIBIT 24.1
NEWPORT NEWS SHIPBUILDING INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Newport News Shipbuilding
Inc., does hereby appoint Stephen B. Clarkson, his true and lawful attorney,
to execute in his name, place and stead, in his capacity as a Director of said
Company, one or more Registration Statements on Form S-8 for the registration
of (i) Newport News Shipbuilding Inc. 401(k) Investment Plan for Salaried
Employees, (ii) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees, and (iii) 1996 Newport News Shipbuilding Inc. Stock
Ownership Plan and any and all amendments and post-effective amendments to
said Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Said attorney shall have the power to act hereunder and shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorney.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ Joseph J. Sisco
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Joseph J. Sisco
<PAGE>
EXHIBIT 24.2
NEWPORT NEWS SHIPBUILDING INC.
POWER OF ATTORNEY
The undersigned, in his capacity as a Director of Newport News Shipbuilding
Inc., does hereby appoint Stephen B. Clarkson, his true and lawful attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, one or more Registration Statements on Form S-8 for the registration
of (i) Newport News Shipbuilding Inc. 401(k) Investment Plan for Salaried
Employees, (ii) Newport News Shipbuilding Savings (401(k)) Plan for Union
Eligible Employees, and (iii) 1996 Newport News Shipbuilding Inc. Stock
Ownership Plan and any and all amendments and post-effective amendments to said
Registration Statements, and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Said attorney shall have the power to act hereunder and shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorney.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this 6th
day of December, A.D. 1996.
/s/ Dana G. Mead
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Dana G. Mead
