<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
GENERAL DYNAMICS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE ISSUER: 13-1673581
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3190 FAIRVIEW PARK DRIVE
FALLS CHURCH, VIRGINIA 22042-4523
(Address of Principal Executive Offices)
GENERAL DYNAMICS CORPORATION
1997 INCENTIVE COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
EDWARD C. BRUNTRAGER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
GENERAL DYNAMICS CORPORATION
3190 FAIRVIEW PARK DRIVE
FALLS CHURCH, VIRGINIA 22042-4523
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE: (703) 876-3000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION
FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share 3,000,000 shares $70.88* $212,640,000* $64,436
=========================================================================================================
</TABLE>
* Calculated pursuant to Rule 457(c) under the Securities Act of
1933, as amended based on the average of the high and low prices
reported on the New York Stock Exchange on April 28, 1997.
================================================================================
<PAGE> 2
PART 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by General Dynamics Corporation
(the "Corporation") 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 Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996; and
(b) The description of the Common Stock of the
Corporation which is contained in a registration
statement filed under the Exchange Act,
including any amendment or report filed
for the purpose of updating such description.
In addition to the foregoing, all documents subsequently filed
by (i) the Corporation or (ii) the General Dynamics Corporation 1997 Incentive
Compensation 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 that indicates
that all securities registered hereunder have been issued or that 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of the State
of Delaware, the Corporation is in certain circumstances permitted, and in
other circumstances may be required, to indemnify its directors and officers
against certain expenses (including attorneys' fees) and other amounts paid in
connection with certain threatened, pending or completed civil, criminal,
administrative or investigative actions, suits or proceedings (including
certain civil actions and suits that may be instituted by or in the right of
the Corporation), in which such persons were or are parties, or are threatened
to be made parties, by reason of the fact that such persons were or are
directors or officers of the Corporation. That section also permits the
Corporation to purchase and maintain insurance on behalf of its directors and
officers against any liability which may be asserted against, or incurred by,
such persons in their capacities as directors or officers of the Corporation,
or which may arise out of their status as directors or officers of the
Corporation, whether or not the Corporation would have the power to
-1-
<PAGE> 3
indemnify such persons against such liability under the provisions of Section
145, and provides that it is not exclusive of, but in addition to, any other
rights to which the indemnified party may be entitled.
Article Twelfth of the Corporation's Restated Certificate of
Incorporation provides that the Corporation will in certain instances, be
required to indemnify its directors and officers against certain expenses
(including attorneys' fees), judgments, fines and other sums paid in connection
with the defense or settlement of certain threatened, pending or completed
civil, criminal, administrative, or investigative actions, suits or proceedings
(including certain civil actions and suits which may be instituted by or in the
right of the Corporation), to which such persons were or are parties, or are
threatened to be made parties by reason of (a) the fact that such persons were
or are directors or officers of the Corporation or members of any committee of
the Board of Directors, (b) the fact that such persons were or are acting in
any capacity in a partnership, association, trust or other organization or
entity where they served or are serving as such at the request of the
Corporation, or (c) any action taken or not taken by such persons in their
capacities as directors or officers of the Corporation or members of any
committee of the Board of Directors, whether or not they continue in such
capacity at the time such liability or expense shall have been incurred or
asserted.
Article Thirteenth of the Corporation's Restated Certificate
of Incorporation provides that the Corporation's directors will not be
personally liable to the Corporation or its shareholders for monetary damages
resulting from breaches of their fiduciary duties as directors except (a) for
any breach of the duty of loyalty to the Corporation or its shareholders, (b)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) under Section 174 of the General Corporation
Law of Delaware, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions, or (d) for transactions from which
Directors derive improper personal benefit.
The Corporation maintains a Directors and Officers Liability
Insurance Policy under which directors and officers of the Corporation and its
subsidiaries are insured against losses for certain kinds of actions during
each policy year. The policies provide for a deductible for each loss for each
director and officer and for an aggregate deductible for all directors and
officers and also for an aggregate Corporation deductible. In addition, the
Corporation has purchased insurance to cover the liability of fiduciaries of
its employee benefit plans, including the retirement plans, savings and stock
investment plans, profit-sharing plans and other plans maintained by the
Corporation and its domestic subsidiaries. Certain directors and officers of
the Corporation may be deemed to be fiduciaries under such plans.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
4-1 --Restated Certificate of Incorporation, effective May 21,
1991*
4-2 --Bylaws as amended, effective August 7, 1996**
4-3 --General Dynamics Corporation 1997 Incentive Compensation
Plan**
23 --Consent of Arthur Andersen LLP.
24 --Powers of Attorney of Frank C. Carlucci, Nicholas D.
Chabraja, James S. Crown, Lester Crown, Charles H. Goodman,
James R. Mellor, Gordon R. Sullivan and Carlisle A. H. Trost.
*Incorporated by reference from the Corporation's annual report on
Form 10-K for the year ended December 31, 1992.
**Incorporated by reference from the Corporation's annual report on
Form 10-K for the year ended December 31, 1996.
ITEM 9. UNDERTAKINGS.
A. SUBSEQUENT DISCLOSURE.
The Corporation 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;
-2-
<PAGE> 4
(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 Corporation, 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. INCORPORATION BY REFERENCE.
The Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Corporation'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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation 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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the
Corporation 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 Corporation 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> 5
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 FALLS CHURCH, STATE OF VIRGINIA, ON
THIS 5TH DAY OF MAY, 1997.
GENERAL DYNAMICS CORPORATION
By /s/ JAMES R. MELLOR
-----------------------------------
James R. Mellor
Chairman 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JAMES R. MELLOR Chairman, Chief Executive Officer May 5, 1997
--------------------------------------- and Director
James R. Mellor
/s/ NICHOLAS D. CHABRAJA Vice Chairman and Director May 5, 1997
---------------------------------------
Nicholas D. Chabraja
/s/ MICHAEL J. MANCUSO Senior Vice President and May 5, 1997
--------------------------------------- Principal Financial Officer
Michael J. Mancuso
/s/ JOHN W. SCHWARTZ Staff Vice President and May 5, 1997
---------------------------------------
John W. Schwartz Controller
* Director May 5, 1997
---------------------------------------
Frank C. Carlucci
* Director May 5, 1997
---------------------------------------
James S. Crown
* Director May 5, 1997
---------------------------------------
Lester Crown
* Director May 5, 1997
---------------------------------------
Charles H. Goodman
* Director May 5, 1997
---------------------------------------
Gordon R. Sullivan
* Director May 5, 1997
---------------------------------------
Carlisle A. H. Trost
</TABLE>
*By Paul A. Hesse pursuant to Power of Attorney executed by
the directors listed above, which Power of Attorney has been filed with the
Securities and Exchange Commission.
/s/ PAUL A. HESSE
---------------------------------
Paul A. Hesse
Secretary
<PAGE> 1
EXHIBIT 23
<PAGE> 2
EXHIBIT 23
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 21, 1997, incorporated by reference in the Annual Report of General
Dynamics Corporation on Form 10-K for the year ended December 31, 1996, and to
all references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------------
Arthur Andersen LLP
Washington, D. C.,
May 6, 1997
<PAGE> 1
EXHIBIT 24
<PAGE> 2
EXHIBIT 24
GENERAL DYNAMICS CORPORATION POWER OF ATTORNEY
COMMISSION FILE NUMBER 1-3671 REPORTS ON FORM
IRS NO. 13-1673581 10-K AND 10-Q
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors and/or officers of GENERAL DYNAMICS CORPORATION, a Delaware
corporation, hereby constitutes and appoints each of NICHOLAS D. CHABRAJA,
MICHAEL J. MANCUSO, PAUL A. HESSE, as his true and lawful attorney and agent,
in the name and on behalf of the undersigned, to do any and all acts and things
and execute any and all instruments which the attorney and agent may deem
necessary or advisable to enable General Dynamics Corporation to comply with
the Securities Act of 1933, and the Exchange Act of 1934, as amended, and any
rules and regulations and requirements of the Securities and Exchange
Commission (The Commission) in respect thereof, in connection with annual
reports to the commission on form 10-K, quarterly reports on form 10-Q, and
other reports as required by General Dynamics Corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the names of the undersigned in his capacity as Director
and/or Officer of General Dynamics Corporation to reports filed with the
Securities and Exchange Commission with respect thereto, to any and all
amendments, including hereby ratifying and confirming all that the attorneys
and agents, or any of them, has done, shall do or shall cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands this 5th day of February, 1997.
<TABLE>
<S> <C>
/s/ FRANK C. CARLUCCI /s/ CHARLES H. GOODMAN
- ---------------------------------------- ---------------------------------------
Frank C. Carlucci Charles H. Goodman
/s/ NICHOLAS D. CHABRAJA /s/ JAMES R. MELLOR
- ------------------------------------- --------------------------------------------
Nicholas D. Chabraja James R. Mellor
/s/ JAMES S. CROWN /s/ GORDON R. SULLIVAN
- ------------------------------------------ -----------------------------------------
James S. Crown Gordon R. Sullivan
/s/ LESTER CROWN /s/ CARLISLE A. H. TROST
- ------------------------------------------- ------------------------------------------
Lester Crown Carlisle A. H. Trost
</TABLE>
