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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997
REGISTRATION NO.2-23904
POST-EFFECTIVE AMENDMENT NO. 29
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 29
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
SAVINGS AND STOCK INVESTMENT 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)
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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;
(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; and
(c) The Annual Report on Form 11-K for the fiscal year
ended December 31, 1995 of the Corporation's
Savings and Stock Investment Plan (the "Plan").
In addition to the foregoing, all documents subsequently filed by
(i) the Corporation or (ii) the 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
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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**
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.
The Corporation will submit the Plan and any amendments thereto to
the Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.
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;
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(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 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.
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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
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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
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<S> <C> <C>
/s/ JAMES R. MELLOR Chairman, Chief Executive Officer and May 5, 1997
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James R. Mellor Director
/s/ NICHOLAS D. CHABRAJA Vice Chairman and Director May 5, 1997
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Nicholas D. Chabraja
/s/ MICHAEL J. MANCUSO Senior Vice President and Principal May 5, 1997
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Michael J. Mancuso Financial Officer
/s/ JOHN W. SCHWARTZ Staff Vice President and Controller May 5, 1997
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John W. Schwartz
* Director May 5, 1997
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Frank C. Carlucci
* Director May 5, 1997
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James S. Crown
* Director May 5, 1997
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Lester Crown
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* Director May 5, 1997
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Charles H. Goodman
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* Director May 5, 1997
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Gordon R. Sullivan
* Director May 5, 1997
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Carlisle A. H. Trost
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*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
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Paul A. Hesse
Secretary
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SIGNATURES
THE PLAN
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
PLAN ADMINISTRATOR OF THE GENERAL DYNAMICS CORPORATION SAVINGS AND STOCK
INVESTMENT PLAN 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
SAVINGS AND STOCK INVESTMENT PLAN
By /s/ WILLIAM P. WYLIE
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William P. Wylie
Corporate Vice President
Human Resources and
Administration
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EXHIBIT 23
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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 of
our report dated June 26, 1996, included in the Annual Report of the General
Dynamics Corporation Savings and Stock Investment Plan on Form 11-K for the
year ended December 31, 1995, and to all references to our Firm included in
this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
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Arthur Andersen LLP
Washington, D. C.,
May 6, 1997
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EXHIBIT 24
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EXHIBIT 24
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GENERAL DYNAMICS CORPORATION POWER OF ATTORNEY
COMMISSION FILE NUMBER 1-3671 REPORTS ON FORM
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IRS NO. 13-1673581 10-K AND 10-Q
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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.
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/s/ FRANK C. CARLUCCI /s/ CHARLES H. GOODMAN
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Frank C. Carlucci Charles H. Goodman
/s/ NICHOLAS D. CHABRAJA /s/ JAMES R. MELLOR
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Nicholas D. Chabraja James R. Mellor
/s/ JAMES S. CROWN /s/ GORDON R. SULLIVAN
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James S. Crown Gordon R. Sullivan
/s/ LESTER CROWN /s/ CARLISLE A. H. TROST
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Lester Crown Carlisle A. H. Trost
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