Registration No. 333-_________
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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. 1997
Employee Stock Purchase and Accumulation Plan
(Full title of the plan)
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STEPHEN B. CLARKSON
Vice President, General Counsel and Secretary
Newport News Shipbuilding Inc.
4101 Washington Avenue
Newport News, Virginia 23607
(757) 380-3600
(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) 788-8200
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee
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Common Stock, par
value $.01 per share
(including
associated Rights) 200,000 shares $24.0625* $4,812,500* $1,419.69*
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(*) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended (the "Securities Act") based on the average of the high and low prices
of the New York Stock Exchange on September 2, 1998.
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In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
This Registration Statement covers 200,000 additional shares of common
stock, par value $.01 per share (including associated rights) (the "Common
Stock") of Newport News Shipbuilding Inc. (the "Company"), issuable pursuant to
the Newport News Shipbuilding Inc. 1997 Employee Stock Purchase and Accumulation
Plan (the "Stock Purchase Plan"). The Company initially registered the issuance
of 700,000 shares of Common Stock in connection with the Stock Purchase Plan on
its Registration Statement on Form S-8 (Registration No. 333-22501) as filed
with the Securities and Exchange Commission (the "Commission") on February 27,
1997, and subsequently registered the issuance of an additional 400,000 shares
of Common Stock in connection with the Stock Purchase Plan on its Registration
Statement on Form S-8 (Registration No. 333-31165) as filed with the Commission
on July 14, 1997. The contents of Registration Statement No. 333-22501and
Registration Statement No. 333-31165 are incorporated by reference herein.
Pursuant to Rule 429, the Prospectus related to shares of Common Stock
registered pursuant to this Registration Statement for the Stock Purchase Plan
also relates to shares of Common Stock registered pursuant to Registration
Statement No. 333-22501 and Registration Statement No.
333-31165.
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with 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, 1997;
(b)The Company's Quarterly Report on Form 10-Q for the quarter ended June
21, 1998, as amended by the Amendment to the Company's Quarterly Report
on Form 10-QA for the same period;
(c)The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
Additionally incorporated by reference into this Registration Statement is
the Description of Capital Stock section of the Company's Registration Statement
on Form 10, as amended (Registration No. 1-12385).
In addition to the foregoing, all documents subsequently filed by (i) the
Company or (ii) the Stock Purchase Plan 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 will be passed
upon for the Company by Stephen B. Clarkson, Vice President, General Counsel
and Secretary of the Company. Mr. Clarkson beneficially owns 71,022 shares
of Company Common Stock.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit No.
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4.1 Restated Certificate of Incorporation of the Company dated as of
December 11, 1996 (incorporated by reference to the Company's
Registration Statement on Form S-4, as amended (Registration No.
333-20285)).
4.2 By-laws of the Company, as amended and restated, dated as of
January 30, 1998 (incorporated by reference to Exhibit 3.1 of the
Company's Current Report on Form 8-K, filed on February 12, 1998).
4.3 Specimen Certificate of the Company's Common Stock (incorporated by
reference to the Company's Registration Statement on Form 10,
dated October 30, 1996, as amended (Registration No. 1-12385)).
4.4 Form of Rights Agreement dated as of June 10, 1998, between
Newport News Shipbuilding Inc. and First Chicago Trust Company of
New York, as Rights Agent (filed as Exhibit No. 1 to the
Company's Registration Statement on Form 8A, dated June 10, 1998
(Commission File No. 001-12385)).
4.5 Form Certificate of the Voting Powers, Designations, Preferences
and Relative Participating, Optional and Other Special Rights and
Qualifications, Limitations or Restrictions of Series A
Participating Cumulative Preferred Stock of Newport News
Shipbuilding Inc. (which is attached as Exhibit A to the Rights
Agreement listed as Exhibit 4.4 hereto).
4.6 Form of Right Certificate (which is attached as Exhibit B to the
Rights Agreement listed as Exhibit 4.4 hereto).
4.7 Certificate of Elimination of Newport News Shipbuilding Inc.'s
Series A Participating Junior Preferred Stock (filed in connection
with the expiration of the Company's previous Rights Agreement),
dated June 4, 1998 (Filed as Exhibit No. 4 to the Company's
Registration Statement on Form 8A, dated June 10, 1998,
Commission File No. 001-12385).
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 Independent Public Accountants.
24.1 Powers of Attorney (included on Signature Page).
<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, Commonwealth of Virginia, on the 9th
day of September, 1998.
NEWPORT NEWS SHIPBUILDING INC.
BY /s/ Stephen B. Clarkson
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Stephen B. Clarkson
Vice President, General Counsel and
Secretary
<PAGE>
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.
Signature Title Date
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/s/ William P. Fricks Chairman of the
- --------------------------- Board, and Chief
William P. Fricks Executive Officer September 4, 1998
Senior Vice
/s/ David J. Anderson President and
- ---------------------------- Chief Financial
David J. Anderson Officer September 4, 1998
/s/ Charles P. Wingfield, Jr.
- ---------------------------- Vice President and
Charles P. Wingfield, Jr. Controller September 9, 1998
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Hon. Gerald L. Baliles Director ___________, 1998
/s/ Leon A. Edney
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Leon A. Edney,
Admiral (Ret.) Director September 8, 1998
/s/ William R. Harvey
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Dr. William R. Harvey Director September 8, 1998
/s/ Dana G. Mead
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Dana G. Mead Director September 8, 1998
/s/ Joseph J. Sisco
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Dr. Joseph J. Sisco Director September 8, 1998
- ----------------------------
Stephen R. Wilson Director ___________, 1998
<PAGE>
SIGNATURES
The Stock Purchase Plan
Pursuant to the requirements of the Securities Act of 1933, the Committee
appointed under the Newport News Shipbuilding Inc. 1997 Employee Stock Purchase
and Accumulation 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, Commonwealth of Virginia on the 9th day of September, 1998.
NEWPORT NEWS SHIPBUILDING INC.
1997 EMPLOYEE STOCK PURCHASE AND
ACCUMULATION PLAN
By: /s/ Alfred Little, Jr.
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Alfred Little, Jr.
Vice President, Human Resources
and EH&S of Newport News
Shipbuilding Inc.
<PAGE>
EXHIBIT INDEX
Exhibit No.
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4.1 Restated Certificate of Incorporation of the Company dated as of
December 11, 1996 (incorporated by reference to the Company's
Registration Statement on Form S-4, as amended (Registration No.
333-20285)).
4.2 By-laws of the Company, as amended and restated, dated as of
January 30, 1998 (incorporated by reference to Exhibit 3.1 of the
Company's Current Report on Form 8-K, filed on February 12, 1998).
4.3 Specimen Certificate of the Company's Common Stock (incorporated by
reference to the Company's Registration Statement on Form 10,
dated October 30, 1996, as amended (Registration No. 1-12385)).
4.4 Form of Rights Agreement dated as of June 10, 1998, between
Newport News Shipbuilding Inc. and First Chicago Trust Company of
New York, as Rights Agent (filed as Exhibit No. 1 to the
Company's Registration Statement on Form 8A, dated June 10, 1998
(Commission File No. 001-12385)).
4.5 Form Certificate of the Voting Powers, Designations, Preferences
and Relative Participating, Optional and Other Special Rights and
Qualifications, Limitations or Restrictions of Series A
Participating Cumulative Preferred Stock of Newport News
Shipbuilding Inc. (which is attached as Exhibit A to the Rights
Agreement listed as Exhibit 4.4 hereto).
4.6 Form of Right Certificate (which is attached as Exhibit B to the
Rights Agreement listed as Exhibit 4.4 hereto).
4.7 Certificate of Elimination of Newport News Shipbuilding Inc.'s
Series A Participating Junior Preferred Stock (filed in connection
with the expiration of the Company's previous Rights Agreement),
dated June 4, 1998 (Filed as Exhibit No. 4 to the Company's
Registration Statement on Form 8A, dated June 10, 1998,
Commission File No. 001-12385).
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 Independent Public Accountants.
24.1 Powers of Attorney (included on Signature Page).
September 10, 1998
Newport News Shipbuilding Inc.
4101 Washington Avenue
Newport News, VA 23607
Re: Newport News Shipbuilding Inc. 1997 Employee Stock Purchase and Accumulation
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 additional 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 of originals 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 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,
/s/ Stephen B. Clarkson
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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 March 31, 1998,
included in Newport News Shipbuilding Inc's Form 10-K for the year ended
December 31, 1997.
We also consent to all references to our Firm included in this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
September 10, 1998
