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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 1, 2000
NEWPORT NEWS SHIPBUILDING INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12385 74-1541566
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4101 Washington Avenue, Newport News, VA 23607
(Address of principal executive offices) (zip code)
(757) 380-2000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On February 1, 2000, the Board of Directors of the Company established
Thursday, May 18, 2000, as the date for the Company's 2000 Annual Meeting of
Stockholders. Article 1, Section 2, of the Company's Bylaws establishes advance
notice procedures for stockholders to make nominations for candidates for
election as directors or to bring other business before an annual meeting of
stockholders (the "Advance Notice Procedure"). Under the Advance Notice
Procedure for a stockholder notice to be timely it must be received by the
Secretary of the Company at the Company's principal executive offices not later
than the close of business on the 70th day or earlier than the close of business
on the 90th day prior to the anniversary of the preceding year's Annual Meeting.
In the event that the date of an annual meeting is more than 20 days before or
more than 70 days after the anniversary date of the prior year's annual meeting,
to be considered timely, notice by a stockholder must be delivered to the
Secretary of the Company not sooner than the close of business on the 90th day
prior to the upcoming annual meeting and not later than the close of business on
the later of either the 70th day prior to the upcoming annual meeting or the
10th day following the day on which the Company first publicly announces the
date of the upcoming annual meeting in a press release that is reported by the
Dow Jones News Service, the Associated Press or any comparable national news
service or in a document such as a proxy statement, registration statement,
annual report on Form 10-K, quarterly report on Form 10-Q or current report on
Form 8-K publicly filed by the Company with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
The Company's 1999 Annual Meeting of Stockholders was held on June 25,
1999. The scheduled date for the Company's 2000 Annual Meeting of Stockholders,
May 18, 2000, is more than 20 days prior to the anniversary date for the
Company's 1999 Annual Meeting of Stockholders. Accordingly, under the Advance
Notice Procedure, in order for a stockholder to timely nominate a candidate for
election as a director or bring other business before the Company's 2000 Annual
Meeting of Stockholders, notice of such nomination or other business must be
delivered to the Corporate Secretary of the Company in writing in accordance
with the Company's Bylaws not sooner than February 18, 2000, and not later than
March 9, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEWPORT NEWS SHIPBUILDING INC.
Date: February 15, 2000 By: /s/ Stephen B. Clarkson
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Name: Stephen B. Clarkson
Title: Vice President, General
Counsel and Secretary
