<PAGE>
As filed with the Securities and Exchange Commission on April 22, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
LITTON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
95-1775499
(I.R.S. Employer Identification No.)
21240 Burbank Boulevard
Woodland Hills, California 91367-6675
(Address of Principal Executive Offices with Zip Code)
----------------------------------------------
LITTON INDUSTRIES, INC. PERFORMANCE AWARD PLAN
(Full Title of the Plan)
-----------------------------------
JOHN E. PRESTON
Senior Vice President and General Counsel
LITTON INDUSTRIES, INC.
21240 Burbank Boulevard
Woodland Hills, California 91367-6675
(Name and address of agent for service)
(818) 598-5000
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
(1) (2)
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 200,000 100% $12,006,300 $ 3,542
value $1.00 per share Shares
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
</TABLE>
(1) In addition to this amount, such additional shares as may be issued
hereafter as stock dividends or stock splits with respect to the securities
being registered.
(2) Estimated solely for the purpose of determining the registration fee.
------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of 200,000
shares of $1.00 par value per share common stock ("Common Stock") of Litton
Industries, Inc. (the "Company") for purchase by eligible participants in the
Company's Performance Award Plan (the "Plan"). The documents containing the
information specified in Part I will be sent or given to employees or other
participants as specified by Rule 428(b)(1). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Commission either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company shall provide a written statement to Plan participants
advising them of the availability without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of
this Registration Statement, which will include a statement that such
documents are incorporated by reference in the Section 10(a) Prospectus.
Such statement shall further include the address and telephone number to
which any request for documents should be directed and provide that the
documents required by Rule 428(b) shall be made available without charge.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated in this Registration Statement by
reference: (i) the Annual Report on Form 10-K for the year ended July 31,
1997; (ii) the Quarterly Report on Form 10-Q for the quarterly period ended
October 31, 1997; and (iii) the Quarterly Report on Form 10-Q for the
quarterly period ended January 31, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, are deemed to be incorporated by reference in this Registration
Statement and shall be a part thereof from the date of filing of those
documents.
The Company will provide without charge to each participant on written
or oral request of such person, a copy (without exhibits) of any or all
documents incorporated by reference into this Registration Statement.
Requests for such copies should be directed to Litton Industries, Inc., 21240
Burbank Boulevard, Woodland Hills, California 91367, Attention: Corporate
Library; telephone (818) 598-5000.
- 2 -
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
The plan permits eligible participants to defer all or a portion of
their annual performance award. The deferral amount is converted into a
number of share units equal to the number of shares of the Company's Common
Stock which could have been purchased at fair market value on the award date.
Distribution will be in shares of the Company's Common Stock upon the
occurrence of certain events (e.g., retirement).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal Opinion
John E. Preston, Los Angeles, California, General Counsel to the Company
and its affiliates, has delivered an opinion to the effect that the shares of
Common Stock covered by this Registration Statement will be legally issued,
fully paid and non-assessable. As of April 22, 1998, Mr. Preston owned
14,801 shares of Common Stock and had options to acquire an additional 56,258
shares of Common Stock. Mr. Preston is eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the Company may
indemnify the agents of the Company to the maximum extent permitted under
Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of John E. Preston as to the legality of the
securities being registered
23.1 Consent of independent auditors
23.2 Consent of John E. Preston (included in Exhibit 5.1)
</TABLE>
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:
- 3 -
<PAGE>
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represents 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 Commission pursuant to Rule 424(b) 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 in 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 (i) and (ii) above do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered that 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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 of 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
- 4 -
<PAGE>
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
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 Los Angeles, State of California,
on the 22nd day of April 1998.
LITTON INDUSTRIES, INC.
By: /s/ CAROL A. WIESNER
--------------------------------
Carol A. Wiesner
Vice President and Controller
(principal financial officer)
Each person whose signature appears below hereby authorizes John E.
Preston and Jeanette M. Thomas, and each of them, as attorney-in-fact, to
sign on his or her behalf, individually and in each capacity stated below,
any amendment, including post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission.
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.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ *JOHN M. LEONIS Chairman of the Board April 22, 1998
---------------------------
John M. Leonis
/s/ *MICHAEL R. BROWN President and Chief Executive Officer April 22, 1998
--------------------------- (principal executive officer)
Michael R. Brown
/s/ CAROL A. WIESNER Vice President and Controller April 22, 1998
--------------------------- (principal financial officer)
Carol A. Wiesner
/s/ *ALTON J. BRANN Director April 22, 1998
---------------------------
Alton J. Brann
/s/ *JOSEPH T. CASEY
--------------------------- Director April 22, 1998
Joseph T. Casey
/s/ *CAROL B. HALLETT Director April 22, 1998
---------------------------
Carol B. Hallett
- 5 -
<PAGE>
/s/ *ORION L. HOCH Director April 22, 1998
---------------------------
Orion L. Hoch
/s/ *DAVID E. JEREMIAH Director April 22, 1998
---------------------------
David E. Jeremiah
/s/ *WILLIAM P. SOMMERS Director April 22, 1998
---------------------------
William P. Sommers
/s/ *C.B THORNTON, JR. Director April 22, 1998
---------------------------
C.B. Thornton, Jr.
*By: /s/ JOHN E. PRESTON April 22, 1998
----------------------------
John E. Preston
Attorney-in-Fact
</TABLE>
- 6 -
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of John E. Preston as to the legality of the
securities being registered
23.1 Consent of independent auditors
23.2 Consent of John E. Preston (included in Exhibit 5.1)
</TABLE>
- 7 -
<PAGE>
EXHIBIT 5.1
April 22, 1998
Litton Industries, Inc.
21240 Burbank Blvd.
Woodland Hills, CA 91367
Re: Registration Statement on Form S-8 of Litton Industries, Inc.
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 (the "Registration
Statement" being filed by Litton Industries, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission for the purposes of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
200,000 shares of the Company's common stock, par value $1 per share, to be
issued or reserved for issuance in connection with the Company's Performance
Award Plan (the "Plan") (such shares of the Company's stock, the "Shares").
I have examined original or copies, certified or otherwise identified to my
satisfaction, of such corporate records, certificates of public officials, and
other documents as I have deemed necessary or relevant as a basis for my opinion
set forth herein.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing under the
laws of the State of Delaware.
2. When the Shares have been issued under the Plan in the manner contemplated
by the Registration Statement, while the Registration Statement is
effective and in compliance with applicable securities laws, the Shares
will be duly and validly issued, fully paid, and nonassessable.
<PAGE>
April 22, 1998
Page 2
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Opinions" in Part
II of the Registration Statement. In giving this consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
/s/ John E. Preston
- --------------------
John E. Preston
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Litton Industries, Inc., (the "Company") on Form S-8 of our report dated
September 17, 1997, appearing in the Annual Report on Form 10-K of the
Company for the year ended July 31, 1997.
DELOITTE & TOUCHE LLP
Los Angeles, California
April 22, 1998
