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)
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Newport News Shipbuilding Inc.
Hourly Employee Stock Plan
(Full title of the plan)
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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
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price(1) registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, par value 1,100,000 shares $19.125 $21,037,500 $6,375.00
$.01 per share (including
Associated Rights)
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(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
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NEWPORT NEWS SHIPBUILDING INC.
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.
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Newport News Shipbuilding Inc. (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.
Additionally incorporated by reference into this Registration Statement
is the Company's Registration Statement on Form S-4, as amended (Registration
No. 333-20285).
In addition to the foregoing, all documents subsequently filed by (i)
the Company or (ii) the Plans 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.
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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 31,708 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 (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 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.
The Amended and Restated By-laws of the Company (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
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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.
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:
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Exhibit No.
*4.1 Restated Certificate of Incorporation of the Company dated as of December
11, 1996.
*4.2 Amended and Restated By-laws of the Company 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).
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.
* Incorporated herein by reference to the Company's Registration Statement on
Form S-4, as amended (Registration No. 333-20285).
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(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.
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.
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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 the 11th day of
July, 1997.
NEWPORT NEWS SHIPBUILDING INC.
BY /s/ William P. Fricks
-----------------------------
William P. Fricks
Chairman, 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.
POWER 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 case 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.
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<CAPTION>
Signature Title Date
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/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
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/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
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SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the
Committee appointed under Newport News Shipbuilding Inc. Hourly Employee Stock
Plan 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. HOURLY
EMPLOYEE STOCK PLAN
BY /s/ Alfred Little, Jr.
-----------------------------------
Alfred Little, Jr.
Vice President--Human Resources of
Newport News Shipbuilding Inc.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
*4.1 Restated Certificate of Incorporation of the Company dated as of December
11, 1996.
*4.2 Amended and Restated By-laws of the Company 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. Hourly Employee Stock 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,
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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
