REGISTRATION NO. _____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
Newport News Shipbuilding Inc.
(Exact name of issuer as specified in its charter)
DELAWARE 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
(757) 380-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
C. Porter Vaughan, III, Esquire
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8285
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, par value 1,250,000 shares $19.125 $23,906,250 $7,244.32
$.01 per share (including
Associated Rights)
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) of the Securities Act of 1933
on the basis of $19.125 per share, which was the average of the high and low
prices of the Registrant's Common Stock on July 7, 1997, as reported on the
New York Stock Exchange
================================================================================
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
This Registration Statement relates to the registration of 1,250,000
additional shares of Common Stock (including the associated rights) of Newport
News Shipbuilding Inc. (the "Company") to be issued pursuant to the Newport News
Shipbuilding Inc. Stock Ownership Plan (the "Plan"). The Company previously
registered the issuance of 3,060,000 shares of Common Stock in connection with
the Plan on its Registration Statement on Form S-8 (Registration No. 333-17449)
and the issuance of 940,000 additional shares of Common Stock in connection with
the Plan on its Registration Statement on Form S-8 (Registration No. 333-22503).
The contents of Registration No. 333-17449 and Registration No.
333-22503 (collectively, the "Related Registration Statements") are incorporated
herein by reference.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
related to shares of Common Stock registered pursuant to this Registration
Statement also relates to the shares of Common Stock registered pursuant to the
Related Registration Statements.
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 23, 1997.
(c) The Company's Current Report on Form 8-K filed on April 1, 1997.
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 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 shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained 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 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 31,708 shares of
Company Common Stock.
2
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Exhibit No.
*4.1 Restated Certificate of Incorporation dated as of December 11,
1996.
*4.2 Amended and Restated Bylaws dated as of December 11, 1996.
*4.3 Rights Agreement dated as of December 11, 1996 between Newport
News Shipbuilding Inc. and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agreement").
4.4 Amendment No. 1, dated as of March 25, 1997, to the Rights
Agreement (incorporated herein by reference to the Company's
Current Report on Form 8-K filed on April 1, 1997).
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 Powers of Attorney (included on Signature Page).
* Incorporated herein by reference to the Company's Registration Statement on
Form S-4, as amended (Registration No. 333-20285).
3
<PAGE>
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 the 11th day of
July, 1997.
NEWPORT NEWS SHIPBUILDING INC.
By /s/ William P. Fricks
-------------------------------
William P. Fricks
Chairman of the Board, 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.
POWERS OF ATTORNEY
Each of the undersigned, in his capacity as officer or director, or
both as the case may be, of Newport News Shipbuilding Inc. does hereby appoint
Stephen B. Clarkson and David J. Anderson, and each of them severally, his true
and lawful attorneys or attorney to execute in his name, place and stead, in his
capacity as director or officer, or both as the case may be, this Registration
Statement and any and all amendments and post-effective amendments thereto, and
all instruments necessary or incidental in connection therewith and to file the
same with the Securities and Exchange Commission. Each of said attorneys shall
have power to act hereunder with or without the other attorney and shall have
full power and authority to do and perform in the name and on behalf of each of
said directors or officers, or both as the same may be, every act whatsoever
requisite or necessary to be done in the premises, as fully and to all intents
and purposes as which each of said officers or directors, or both as the case
may be, might or could do in person, hereby ratifying and confirming all that
said attorneys or attorney may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William P. Fricks Chairman of the Board,
- ---------------------------- President and Chief July 11, 1997
William P. Fricks Executive Officer
/s/ David J. Anderson
- ---------------------------- Senior Vice President and July 11, 1997
David J. Anderson Chief Financial Officer
/s/ Thomas J. Bradburn
- ---------------------------- Vice President-Finance and July 11, 1997
Thomas J. Bradburn Corporate Controller
4
<PAGE>
/s/ Hon. Gerald L. Baliles
- ---------------------------- Director July 11, 1997
Hon. Gerald L. Baliles
/s/ Leon A. Edney
- ---------------------------- Director July 11, 1997
Leon A. Edney, Admiral (Ret.)
- ---------------------------- Director _______, 1997
Dr. William R. Harvey
/s/ Dana G. Mead
- ---------------------------- Director July 11, 1997
Dana G. Mead
/s/ Dr. Joseph J. Sisco
- ---------------------------- Director July 11, 1997
Dr. Joseph J. Sisco
/s/ Stephen R. Wilson
- ---------------------------- Director July 11, 1997
Stephen R. Wilson
5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
*4.1 Restated Certificate of Incorporation dated as of December 11,
1996.
*4.2 Amended and Restated Bylaws dated as of December 11, 1996.
*4.3 Rights Agreement dated as of December 11, 1996 between Newport
News Shipbuilding Inc. and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agreement").
4.4 Amendment No. 1, dated as of March 25, 1997, to the Rights
Agreement (incorporated herein by reference to the Company's
Current Report on Form 8-K filed on April 1, 1997).
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 Powers of Attorney (included on Signature Page).
* Incorporated herein by reference to the Company's Registration
Statement on Form S-4, as amended (Registration No. 333-20285).
[LETTERHEAD]
Newport News 4101 Washington Avenue
Shipbuilding Newport News, Virginia 23607-2770
Phone: 757-380-2000
http://www.nns.com
July 11, 1997
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 Statement 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 to the original
of all documents submitted to me as copies.
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 nonassessable.
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,
<PAGE>
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,
/s/ Stephen B. Clarkson
-------------------------
Stephen B. Clarkson
Vice President, General Counsel
and Secretary
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 January 31, 1997,
included in Newport News Shipbuilding Inc.'s Form 10-K for the year ended
December 31, 1996, and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Anderson LLP
Washington, D.C.
July 11, 1997
