<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WHITTAKER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4033076
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1955 N. SURVEYOR AVENUE
SIMI VALLEY, CALIFORNIA 93063
(805) 526-5700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------------
WHITTAKER CORPORATION
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
-----------------------
LYNNE M.O. BRICKNER, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
WHITTAKER CORPORATION
1955 N. SURVEYOR AVENUE
SIMI VALLEY, CALIFORNIA 93063
(805) 526-5700
(Name, address, including zip code, telephone number, including area code, of
agent for service)
Copy to:
BRIAN G. CARTWRIGHT, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET-SUITE 4000
LOS ANGELES, CALIFORNIA 90071
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH AMOUNT OF SHARES MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 100,000(2) $13.03 $1,303,125 $384.42
per share
- ---------------------------------------------------------------------------------------------------------------------
Series A Participating Cumulative
Preferred Stock Purchase Rights
("Rights") (3)...................... * * * *
=====================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) of the General Rules and Regulations under
the Securities Act of 1933, as amended (the "Securities Act"), solely for
purposes of computing the registration fee, based on the average of the high
and low sale price of the securities being registered hereby on the New York
Stock Exchange Composite Tape on September 29, 1997.
(2) Represents 100,000 additional shares available for issuance under the
Whittaker Corporation Amended and Restated 1992 Stock Option Plan for Non-
Employee Directors (the "Plan"). The Plan authorizes the issuance of a
maximum of 150,000 shares, the offer and sale of 50,000 shares of which
previously have been registered pursuant to Form S-8 Registration Statement
No. 33-52295.
(3) The Rights are initially carried and traded with the Common Stock. The
value attributable to the rights, if any, is reflected in the value of the
Common Stock. Accordingly, pursuant to Rule 457(o) under the Securities
Act, which permits the registration fee to be calculated on the basis of the
maximum offering price of all securities listed, the table does not specify
by Rights as to the amount to be registered, proposed maximum offering price
per security or proposed maximum aggregate offering price.
<PAGE>
PART I
This registration covers the issuance of 100,000 additional shares which
may be granted under the Plan. The original registration statement covering the
issuance of 50,000 shares under the Plan, the terms of which are hereby
incorporated by reference, was filed by Whittaker Corporation, a Delaware
corporation (the "Company"), pursuant to Form S-8 Registration Statement No. 33-
52295.
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Company Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by the Company are
incorporated as of their respective dates in this Registration Statement by
reference:
A. The Company's Annual Report on Form 10-K/A for the fiscal year ended
October 31, 1996;
B. The Company's Quarterly Reports on Form 10-Q for the quarter ended
January 31, 1997, Form 10-Q/A for the quarter ended April 30, 1997 and
Form 10-Q for the quarter ended July 31, 1997.
C. The Company's Proxy Statement dated February 24, 1997, related to the
Annual Meeting of Stockholders held on April 4, 1997;
D. A description of the Common Stock included in a Registration Statement
on Form 8-A filed on June 21, 1989; and
E. A description of the Rights included in a Registration Statement on
Form 8-A filed on November 23, 1988.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 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 offered have been sold or which deregisters all
securities then remaining unsold, are incorporated by reference in this
registration statement and are a part hereof from the date of filing such
documents. Any statement 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 4. Description of Securities
See items 3.D. and 3.E. above.
1
<PAGE>
Item 5. Interests of Named Experts and Counsel
Lynne M.O. Brickner, Esq., whose opinion regarding legality of shares is
attached hereto as Exhibit 5.1, is Vice President, General Counsel and Secretary
of the Company. As of September 29, 1997, Ms. Brickner beneficially owned
3,742 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
Section 102(b)(7) of the General Corporation Law of Delaware ("Delaware
Law") enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director to
a corporation or its stockholders for violations of the director's fiduciary
duty, except (i) for any breach of a director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware Law (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which a director derived an
improper personal benefit. The Restated Certificate of Incorporation of the
Company, as amended, provides for the elimination of the liability of directors
to the extent permitted by Delaware Law.
Section 145 of the Delaware Law provides, in summary, that directors and
officers of Delaware corporations are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorney's fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. The Company's
Restated Certificate of Incorporation, as amended, entitle officers and
directors of the Company to indemnification to the fullest extent permitted by
Delaware Law.
The Company has entered into an agreement with each of its directors and
certain officers which provide for indemnification by the Company against
certain liabilities, including liabilities under the Securities Act. In
addition, the Company maintains an insurance policy with respect to potential
liabilities of its directors and officers, including potential liabilities under
the Securities Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Lynne M.O. Brickner, Esq.
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney (set forth on page 4 hereof)
2
<PAGE>
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, 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 the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 424(b) ((S)
230.424(b) of the Securities Act) if, in the aggregate the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table on the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or 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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Simi Valley, State of California, on this 30th day of
September, 1997.
WHITTAKER CORPORATION
By: /s/ Lynne M. O. Brickner
-------------------------
Lynne M.O. Brickner
Vice President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby appoints
Joseph F. Alibrandi and Lynne M. O. Brickner, each acting alone, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
herewith, with the Commission, granting unto each of said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Joseph F. Alibrandi Director and Principal September 30, 1997
- -------------------------- Executive Officer
(Joseph F. Alibrandi)
/s/ Charles E. Barrantes Principal Financial Officer September 30, 1997
- --------------------------
(Charles E. Barrantes)
/s/ Eva H. L. Jonutis Principal Accounting Officer September 30, 1997
- --------------------------
(Eva H. L. Jonutis)
Director September 30, 1997
- --------------------------
(George H. Benter, Jr.)
/s/ George Deukmejian Director September 30, 1997
- --------------------------
(George Deukmejian)
/s/ Jack L. Hancock Director September 30, 1997
- --------------------------
(Jack L. Hancock)
/s/ Edward R. Muller Director September 30, 1997
- --------------------------
(Edward R. Muller)
/s/ Gregory T. Parkos Director September 30, 1997
- --------------------------
(Gregory T. Parkos)
/s/ Malcolm T. Stamper Director September 30, 1997
- --------------------------
(Malcolm T. Stamper)
</TABLE>
S-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<C> <S> <C>
5.1 Opinion of Lynne M.O. Brickner, Esq. regarding
legality of shares. 6
23.1 Consent of Ernst & Young LLP 7
24.1 Power of Attorney (filed as page 4 of this Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 5.1
[LOGO OF WHITTAKER]
WHITTAKER CORPORATION
1955 N. Surveyor Avenue
Simi Valley, California 93063-3386
Telephone: (805) 526-5700
Facsimile: (805) 526-4369
September 30, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am the General Counsel of Whittaker Corporation, a Delaware
corporation ("Whittaker"), and I am rendering this opinion in connection with
preparation and filing of a Registration Statement on Form S-8 ("Registration
Statement") under the Securities Act of 1933, as amended, of 100,000 shares of
Common Stock, $.01 par value (the "Shares"), deliverable in accordance with the
Amended and Restated Whittaker Corporation 1992 Stock Option Plan for Non-
Employee Directors (the "Plan").
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials, and other instruments as I have deemed necessary or advisable for the
purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that the Shares
are duly authorized and, when issued in accordance with the terms of the Plan,
will be legally issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the filing of this opinion as an exhibit to any
application made by or on behalf of Whittaker or any dealer in connection with
the registration of the Shares under the securities or blue sky laws of any
state or jurisdiction.
Very truly yours,
/s/ Lynne M. O. Brickner
Lynne M. O. Brickner
Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, and in the related Prospectus, pertaining to the
Whittaker Corporation Amended and Restated 1992 Stock Option Plan for Non-
Employee Directors, of our report dated December 16, 1996, with respect to the
consolidated financial statements of Whittaker Corporation included in its
Annual Report (Form 10-K/A) for the year ended October 31, 1996, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Los Angeles, California
September 30, 1997
