<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1997
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
McDONNELL DOUGLAS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 43-0400674
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. Box 516, St. Louis, Missouri 63166-0516
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEE SAVINGS PLAN OF
MCDONNELL DOUGLAS CORPORATION - COMPONENT PLAN
- --------------------------------------------------------------------------------
(Full Title of the Plan)
F. Mark Kuhlmann, Senior Vice President & General Counsel,
McDonnell Douglas Corporation, P.O. Box 516, St. Louis, Missouri 63166-0516
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(314) 233-2910
- --------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
- --------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee (1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 75,000 Shares(2) 56.9375 $4,270,312.50 $1,294.03
- --------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights 75,000 Rights(2) (3) (3) (3)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
===============================================================================
(1) Computed pursuant to Rule 457(h) and (c) solely for the purpose of
determining the registration fee on the basis of the average of the
high and low prices for shares of Common Stock on April 28, 1997 as
reported in the consolidated reporting system.
(2) This Registration Statement also covers such additional shares of
Common Stock and associated Preferred Stock Purchase Rights as may be
issuable pursuant to antidilution provisions.
(3) Each share of Common Stock issued also represents one Preferred Stock
Purchase Right. Preferred Stock Purchase Rights cannot trade separately
from the underlying Common Stock and, therefore, do not carry a
separate price, or necessitate an additional registration fee.
<PAGE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement:
(1) Annual Report on Form 10-K for the fiscal year ended December 31, 1996
filed by McDonnell Douglas Corporation (the "Company") pursuant to
Section 13(a) of the Securities Exchange Act of 1934 ("1934 Act").
(2) Annual Report on Form 11-K for the fiscal year ended November 26, 1995
filed by the Company pursuant to Section 13(a) of the 1934 Act as
Exhibit 99(b) to the Company's Form 10-K/A filed on May 16, 1996.
(3) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the last fiscal year covered by
the Annual Report referred to in (1) above.
(4) The description of McDonnell Douglas Common Stock contained in
McDonnell Douglas' Registration Statement on Form 10 filed under the
Exchange Act, as amended under cover of Form 8 on March 10, 1981, and
as supplemented by the description of such Common Stock contained
under the following captions: (i) "Proposal to Amend MDC's Charter" in
the McDonnell Douglas proxy statement dated March 20, 1984, (ii)
"Proposal to Amend Indemnification Bylaw" in the McDonnell Douglas
proxy statement dated March 20, 1985, (iii) "Proposal to Amend Article
Fifth of MDC's Charter to Classify the Board of Directors with
Staggered Terms of Office and Certain Other Matters" in the McDonnell
Douglas proxy statement dated March 24, 1986, (iv) "Amendment of MDC's
Charter to Reduce the Shareholder Vote Required for Certain Amendments
to the Charter from Two-Thirds Majority to a Majority of the
Outstanding Shares Entitled to Vote" in the McDonnell Douglas proxy
statement dated March 17, 1987, and (v) "Amendment of MDC's Charter to
Limit Directors' and Officers' Liability" in the McDonnell Douglas
proxy statement dated March 21, 1988; and
(5) The description of the McDonnell Douglas Preferred Stock Purchase
Rights contained in the McDonnell Douglas Registration Statement on
Form 8-A filed under the Exchange Act on August 6, 1990, as
supplemented by the description of the Amended and Restated Rights
Agreement in the McDonnell Douglas Current Report on Form 8-K filed
with the SEC on June 3, 1996.
<PAGE>
All documents subsequently filed by the Company pursuant to Sections
13(a) and (c), 14, and 15(d) of the 1934 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, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
Steven N. Frank, whose opinion regarding the validity of the Common
Stock registered pursuant to this Registration Statement is attached as Exhibit
5 to this Registration Statement, is the Vice President, Associate General
Counsel & Secretary of the Company and, as of April 11, 1997, owned 20,128
shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law permits
indemnification of any officer or director made a party to any proceeding by
reason of service in the capacity of an officer or director unless it is
established that (i) the director's or officer's act or omission was material to
the matter giving rise to the proceeding and was committed in bad faith or was
the result of active and deliberate dishonesty; or (ii) the director or officer
actually received an improper personal benefit in money, property or services or
(iii) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.
Indemnification may be against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the officer or director in connection
with the proceeding. However, if the proceeding was one by or in the right of
the Company, indemnification may not be made in respect of any proceeding in
which the officer or director shall have been adjudged to be liable to the
Company. The termination of any proceeding by judgment, order or settlement does
not create a presumption that the officer or director did not meet the requisite
standard of conduct set forth above. The termination of any proceeding by
conviction, a plea of nolo contendere or its equivalent, or probation prior to
judgment creates a rebuttable presumption that the officer or director did not
meet the requisite standard of conduct.
Section 2-418 of the Maryland General Corporation Law requires
indemnification of officers and directors (unless limited by the corporation's
charter) who have been successful, on the merits or otherwise, in the defense of
certain proceedings against reasonable expenses incurred by the officer or
<PAGE>
director in connection with the proceeding. A court of appropriate jurisdiction,
upon application of an officer or director and such notice as the court shall
require, may order indemnification if it determines an officer or director is
entitled to reimbursement as provided above, in which case the officer or
director shall be entitled to recover the expenses of securing such
reimbursement, or if it determines that the officer or director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances. However, indemnification with respect to any proceeding by or in
the right of the corporation or in which the director or officer is held liable
for receipt of improper personal benefit shall be limited to expenses.
Article IX of the Company's Bylaws and Resolution 1114 adopted by the
Company's Board of Directors provide indemnification of the Company's directors
and officers consistent with Section 2-418. The Company has entered into
indemnification agreements, in the form approved by the Company's shareholders
in 1988 (the "Agreements"), with its directors and senior officers. Among other
things, the Agreements provide these individuals with a specific contractual
assurance that they will be indemnified to the fullest extent permitted by law,
regardless of any amendment or repeal of the indemnification provisions in the
Company's Charter or Bylaws or any change in the composition of the Board of
Directors as might occur following an acquisition or change in control of the
Company. The Agreements provide for the prompt advancement of expenses incurred
in defending or participating in any action, suit or proceeding, but require the
reimbursement of such expenses if it is ultimately found that the director or
senior officer was not entitled to indemnification. Under the Agreements, the
Company has the burden of proving that a director or senior officer is not
entitled to indemnification in any particular case.
The Company maintains a policy of insurance under which the directors
and officers of the Company are insured, subject to the limits of the policy,
against certain losses, as defined in the policy, arising from claims made
against such directors and officers by reason of any wrongful acts, as defined
in the policy, in their respective capacities as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index. Registrant submitted the Plan,
as amended through Amendment No. 20, to the Internal Revenue Service ("IRS") and
received a determination that the Plan was qualified under Section 401 of the
Internal Revenue Code of 1986, as amended. Registrant hereby undertakes that the
Plan, as amended through Amendment No. 23, will be submitted to the IRS in a
timely manner, and registrant will make all changes required by the IRS in order
to continue the qualified status of the Plan.
<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 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,
represent a fundamental change in the information set
forth in the registration statement; and
(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;
(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.
(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 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
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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
<PAGE>
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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, on 25 April, 1997.
EMPLOYEE SAVINGS PLAN OF
MCDONNELL DOUGLAS CORPORATION -
COMPONENT PLAN
/s/ Michael R. Becker
By: -----------------------------------
Michael R. Becker
Plan Administrator
<PAGE>
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 County of St. Louis, State of Missouri, on this 25th day
of April, 1997.
McDONNELL DOUGLAS CORPORATION
/s/ Harry C. Stonecipher
By: ------------------------------------
Harry C. Stonecipher
Chief Executive Officer & President
Each person whose signature appears below hereby constitutes and
appoints F. M. Kuhlmann and S. N. Frank, and each of them, 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 (including post-effective amendments)
and supplements 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, and hereby grants to such attorneys-in-fact
and agents, and each of them, 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 attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 25th day of April, 1997.
Signature Title
/s/ Harry C. Stonecipher
- ------------------------------ Director, Chief Executive Officer & President
(Harry C. Stonecipher) (Principal Executive Officer)
/s/ James F. Palmer
- ------------------------------ Senior Vice President & Chief Financial Officer
(James F. Palmer)
/s/ Mark N. Schroeder
- ------------------------------ Vice President and Controller
(Mark N. Schroeder) (Principal Accounting Officer)
/s/ John F. McDonnell
- ----------------------------- Director, Chairman of the Board
(John F. McDonnell)
/s/ John H. Biggs
- ----------------------------- Director
(John H. Biggs)
/s/ B. A. Bridgewater, Jr.
- ----------------------------- Director
(B. A. Bridgewater, Jr.)
/s/ Beverly B. Byron
- ----------------------------- Director
(Beverly B. Byron)
/s/ William E. Cornelius
- ----------------------------- Director
(William E. Cornelius)
/s/ William H. Danforth
- ----------------------------- Director
(William H. Danforth. M.D.)
/s/ Kenneth M. Dubestein
- ----------------------------- Director
(Kenneth M. Duberstein)
- ----------------------------- Director
(William S. Kanaga)
/s/ James S. McDonnell, III
- ----------------------------- Director
(James S. McDonnell, III)
/s/ George A. Schaefer
- ----------------------------- Director
(George A. Schaefer)
/s/ Ronald L. Thompson
- ----------------------------- Director
(Ronald L. Thompson)
/s/ P. Roy Vagelos
- ------------------------------ Director
(P. Roy Vagelos M.D.)
<PAGE>
EXHIBIT INDEX
Exhibit
5 Opinion of Steven N. Frank,
Vice President, Associate
General Counsel & Secretary.
23(a) Consent of Ernst & Young LLP,
independent auditors.
23(b) Consent of Steven N. Frank,
Vice President, Associate
General Counsel & Secretary
is included in Exhibit 5.
24 Power of Attorney is set forth
on the signature pages of this
Registration Statement.
April 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
As Vice President, Associate General Counsel and Secretary of McDonnell
Douglas Corporation ("MDC"), I am of the opinion that the 75,000 shares of
common stock, $1.00 par value, of MDC ("Common Stock") (including the Preferred
Stock Purchase Rights attached thereto) registered pursuant to the Registration
Statement on Form S-8 in connection with which this opinion is filed as an
exhibit, when offered and sold pursuant to the Employee Savings Plan of
McDonnell Douglas Corporation - Component Plan ("Plan") will be validly issued
and outstanding, fully paid and non-assessable. I am further of the opinion that
interests in the Plan when offered and sold will be legally issued, fully paid
and non-assessable in accordance with the provisions of the Plan.
I hereby consent to the use of this opinion as Exhibit 5 to the above-
mentioned Registration Statement.
Very truly yours,
/s/ Steven N. Frank
----------------------------------------
Steven N. Frank
Vice President, Associate General Counsel
and Secretary
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Savings Plan of McDonnell Douglas Corporation -
Component Plan of our reports (a) dated January 22, 1997, with respect to the
consolidated financial statements of McDonnell Douglas Corporation and
consolidated subsidiaries incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1996 and related financial statement
schedules included therein, filed with the Securities and Exchange Commission
and (b) dated March 1, 1996, with respect to the financial statements of the
Employee Savings Plan of McDonnell Douglas Corporation - Component Plan and the
financial statements and schedules of the McDonnell Douglas Corporation - Master
Savings Trust included in the Annual Report (Form 11-K) of the Employee Savings
Plan of McDonnell Douglas Corporation - Component Plan for the fiscal year ended
November 26, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
St. Louis, Missouri
April 29, 1997
