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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rational Software Corporation (formerly, Verdix Corporation)
2800 San Tomas Expressway, Santa Clara, California 95051
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
923395107
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(CUSIP Number)
Frank H. Menaker, Jr., Vice President and General Counsel,
Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 15, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person previously filed a statement of Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 923395107 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Lockheed Martin Corporation
as successor in interest to Lockheed Corporation
and Martin Marietta Corporation.*
I.R.S. Employer Identification No. 52-1893632
*Martin Marietta Corporation previously filed Schedule 13D and
amendments thereto with respect to its interest in the Issuer's
shares.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
NOT APPLICABLE
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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7 SOLE VOTING POWER
NUMBER OF 696,000*
SHARES
BENEFICIALLY *This reflects the number of shares now owned by
OWNED BY Lockheed Martin. At the time of the combination
EACH of the businesses of Lockheed Corporation and Martin
REPORTING Marietta Corporation, Lockheed Martin became the
PERSON beneficial owner of an aggregate of 1,426,281 shares
WITH of Common Stock representing 11.5% of the then
outstanding shares of the Issuer.
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
696,000*
*This reflects the number of shares now owned by
Lockheed Martin. At the time of the combination of
the businesses of Lockheed Corporation and Martin
Marietta Corporation, Lockheed Martin became the
beneficial owner of an aggregate of 1,426,281 shares
of Common Stock representing 11.5% of the then
outstanding shares of the Issuer.
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
696,000*
*This reflects the number of shares now owned by Lockheed Martin. At
the time of the combination of the businesses of Lockheed Corporation
and Martin Marietta Corporation, Lockheed Martin became the
beneficial owner of an aggregate of 1,426,281 shares of Common Stock
representing 11.5% of the then outstanding shares of the Issuer.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%*
*This reflects the percentage of shares now owned by Lockheed Martin.
At the time of the combination of the businesses of Lockheed
Corporation with Martin Marietta Corporation, Lockheed Martin became
the beneficial owner of 11.5% of the then outstanding stock of the
Issuer. Subsequent to that date Lockheed Martin disposed of 730,281
shares in a public offering. See Item 4 hereof and Amendment No. 1
to this Schedule 13D filed contemporaneously with this filing.
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14 TYPE OF REPORTING PERSON*
CO
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Schedule 13D
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Item 1. Security and Issuer.
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Common Stock, $.01 par value ("Common Stock")
Rational Software Corporation (formerly Verdix Corporation)
2800 San Tomas Expressway
Santa Clara, California 95051.
Item 2. Identity and Background.
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Lockheed Martin Corporation as successor in interest to
Lockheed Corporation and Martin Marietta Corporation.
6801 Rockledge Drive
Bethesda, Maryland 20817
Incorporated in Maryland.
Lockheed Martin Corporation is a diversified enterprise principally engaged
in the conception, design, manufacturer and integration of advanced technology
products and services for the United States government and private industry.
Lockheed Martin Corporation also manages significant facilities for the
Department of Energy and produces construction aggregates and specialty chemical
products.
Lockheed Martin Corporation has not, during the last five years, been
convicted in a criminal proceeding. On January 27, 1995, Lockheed Corporation,
one of the corporations that combined to form Lockheed Martin Corporation
entered into a plea agreement pursuant to which Lockheed Corporation agreed to
plead guilty to one count of conspiring to violate the bribery provisions of the
Foreign Corrupt Practices Act and conspiracy to falsify its books, records and
accounts.
Lockheed Martin Corporation has not, during the last five years, been
subject to a judgment, decree or final order in joining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
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Not Applicable.
Item 4. Purpose of Transaction.
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In connection with the combination of the businesses of Lockheed
Corporation with the businesses of Martin Marietta Corporation on March 15,
1995, Lockheed Martin became the beneficial owner of an aggregate of 1,426,281
shares of Common
Page 4 of 6
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Stock representing 11.5% of the then outstanding shares. Of these shares, a
portion was beneficially owned by Martin Marietta Corporation which had filed a
Schedule 13D, and amendments thereto with respect to such shares. The rest of
the shares were beneficially owned by Lockheed Corporation. Subsequent to that
date, Lockheed Martin disposed of 730,281 shares in a registered public
offering. Accordingly the total number of shares of Common Stock currently owned
by Lockheed Martin is 696,000 representing 4.4% of the issued and outstanding
shares.
Lockheed Martin presently has no plans or proposals that relate to or would
result in (i) the acquisition or disposition of securities of the Issuer by any
person; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (v) any
material change in the present capitalization or dividend policy of the Issuer;
(vi) any other material change in the Issuer's business or corporate structure;
(vii) changes in the Issuer's articles of incorporation or bylaws or other
actions which may impede the acquisition of control of the Issuer by any person;
(viii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) causing a class of equity securities to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Act, as amended; or (x) any
action similar to any of those enumerated in clauses (i) through (ix) of this
sentence.
Item 5. Interest in Securities of the Issuer.
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The 696,000 shares of Common Stock (4.4% of the class) beneficially owned
by Lockheed Martin Corporation are held of record by Martin Marietta Investments
Inc., a wholly-owned subsidiary of Lockheed Martin Corporation.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Not Applicable.
Item 7. Material to be Filed as Exhibits.
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Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
LOCKHEED MARTIN CORPORATION
By: /s/ Stephen M. Piper
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Stephen M. Piper
Assistant General Counsel
and Assistant Secretary
Dated: February 14, 1996
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