Registration No. 1-7777
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
LOGICON, INC.
(Exact name of issuer as specified in its charter)
Delaware 95-2126773
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3701 Skypark Drive, Torrance, California 90505-4794
(Address of Principal Executive Office)
(Former) Geodynamics Corporation Incentive
Stock Option Plan No. 3
(Former) Geodynamics Corporation 1990 Non-Qualified
Stock Option Plan
(Full Title of the Plans)
E. Benjamin Mitchell, Jr.
Vice President-General Counsel & Secretary
Logicon, Inc.
3701 Skypark Drive
Torrance, California 90505
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(310) 373-0220
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share price fee
Common Stock 78,573 $33.08 $2,599,195.0 $897.00
Par Value $.10
<PAGE>
TABLE OF CONTENTS
PAGE
EXPLANATORY NOTE . . . . . . . . . . . . . . . . . . . . .. 3
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT . 4
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . .4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . 4
ITEM 8. EXHIBITS, EXHIBIT INDEX . . . . . . . . . . 5
OPINION REGARDING LEGALITY . . . . . . . . . . . . . . 6
CONSENT OF INDEPENDENT ACCOUNTANTS . . . . . . . . . ..7
POWER OF ATTORNEY . . . . . . . . . . . . . . . . . . 8
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 9
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to the acquisition of the
former Geodynamics Corporation by Logicon, Inc. and the subsequent
conversion of stock options to purchase Geodynamics Corporation
stock into stock options to purchase Logicon, Inc. stock. The
former Geodynamics Corporation ceased to be a registrant upon
filing Form 15 with the SEC on March 29, 1996.
The contents of the former Geodynamics Corporation's Registration
Statement on Form S-8, Registration Nos.33-28247 and 33-39083,
filed with the Securities and Exchange Commission on
April 17, 1989 and February 1, 1991, respectively are hereby
incorporated by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission ("the SEC") are incorporated here by reference:
(a) The Company's Form 10-K containing the latest audited financials
of the Company, dated March 31, 1995, filed with the Commission on
June 26, 1995, Registration No. 1-7777.
(b) All other reports filed pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the financial statements referred to in (a) above.
(c) The description of the capital stock and instrument defining rights
of security holders are contained in the Registration Statement on
Form 8-A, Registration No. 1-7777, filed on December 14, 1984, and
any amendment or report filed thereto for proper updating of such
description. Instrument defining rights of security holders
was also filed with the SEC on Form 8-A on May 7, 1990,
Registration No. 1-7777.
(d) The former Geodynamics Corporation filed Form 15 on March 29, 1996.
All other reports and other documents subsequently filed by the
Company pursuant to Sections 13, 14, and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered here have
been sold, or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference here
and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Company are indemnified against
liability arising from violations of the Securities Act of 1933 other than
any liability incurred through personal profit or advantage to which
they are not legally entitled.
The Company has been informed by the SEC that in the opinion
of the SEC, indemnification of directors and officers is against public
policy as expressed in the Securities Act of 1933 and, in the opinion of the
SEC is unenforceable.
Directors and officers are indemnified against liability which
may occur during the performance of their duties as a director or officer.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
PAGE NO. IN THIS
REGISTRATION STATEMENT
EXHIBIT NO. EXHIBIT STATEMENT
5 Opinion regarding legality 6
24 Consent of Independent 7
Accountants
25 Power of Attorney 8
<PAGE>
June 7, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As counsel to Logicon, Inc., a Delaware corporation, I have
represented the Company in connection with its acquisition of
Geodynamics Corporation and the subsequent conversion of stock
options to purchase Geodynamics Corporation stock into stock
options to purchase Logicon, Inc. Stock. In my opinion, the
securities to be issued thereunder will be legally issued, fully
paid and non-assessable when issued in accordance with the Plans
following the effective date of the Registration Statement on Form
S-8 with which this opinion is submitted.
Very truly yours,
LOGICON, INC.
E. Benjamin Mitchell, Jr.
Vice President-General Counsel
EBM/nd
LD-96091
Enclosure: Form S-8
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
May 24, 1996 appearing on page 39 of the 1996 Annual Report to
Stockholders of Logicon, Inc. which is incorporated by reference
in Logicon, Inc.'s Annual Report on Form 10-K for the year ended
March 31, 1996. We also consent to the incorporation by reference
of our report, which appears on page 9 of such Annual Report on
Form 10-K.
PRICE WATERHOUSE LLP
Costa Mesa, California
June 28,1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on pages 9 and 10 of this Registration Statement hereby
constitutes and appoints John R. Woodhull, E. Benjamin Mitchell,
Jr. and Ralph L. Webster, and each of them his true and lawful
attorney-in-fact and agent 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 (including post-effective
amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
Granting unto said attorney-in-fact and agent, 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 said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
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 Torrance, State of California, on June
7, 1996.
LOGICON, INC.
By: JOHN R. WOODHULL
---------------
John R. Woodhull
Director, 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 dates indicated.
SIGNATURES TITLE DATE
Principal Executive
Officer
JOHN R. WOODHULL
John R. Woodhull Director, June 7, 1996
President and Chief
Executive Officer
Principal Financial
and Accounting Officer:
RALPH L. WEBSTER
Ralph L. Webster Vice President, June 7, 1996
Chief Financial Officer
OTHER DIRECTORS:
SIGNATURES TITLE DATE
JAMES L. HESBURGH
James L. Hesburgh Director June 7, 1996
CHARLES T. HORNGREN
Charles T.Horngren Director June 7, 1996
W. EDGAR JESSUP, JR.
W. Edgar Jessup, Jr. Director June 7, 1996
CHARLES F. SMITH
Charles F. Smith Director June 7, 1996
ROLAND R. SPEERS
Roland R. Speers Director June 7, 1996
ROBERT G. WALDEN
Robert G. Walden Director June 7, 1996
