<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-1055798
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 201-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________________________
LOGICON 1991 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
LOGICON 1992 EMPLOYEE INCENTIVE STOCK OPTION PLAN
LOGICON INCENTIVE STOCK OPTION PLAN NO. 3
LOGICON 1990 NON-QUALIFIED STOCK OPTION PLAN
LOGICON EMPLOYEE STOCK PURCHASE PLAN
____________________________
James C. Johnson, Esq.
Corporate Vice President, Secretary and Assistant General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 201-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)
____
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed
Proposed Maximum Maximum Amount of
Title of Each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Registration
Registered Registered Security(4) Price(4) Fee(4)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share(1)(2) 440,016(3) 118 7/32 $52,018,142 $15,763.07
=============================================================================================================================
</TABLE>
(1) Includes rights ("Rights") issuable pursuant to that certain Common Stock
Purchase Rights Plan dated September 21, 1988, which Rights are related to
shares of Common Stock (including shares registered hereunder) in the ratio
of one Right to one share.
(2) 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 Logicon Employee Stock Purchase Plan
(the "ESPP") described herein.
(3) Of this number, 234,281 shares are being registered for issuance pursuant
to the Logicon 1992 Employee Incentive Stock Option Plan, 34,810 shares
are being registered for issuance pursuant to the Logicon 1991 Stock Option
Plan for Non-Employee Directors, 26,021 shares are being registered for
issuance pursuant to the Logicon Incentive Stock Option Plan No. 3, 5,094
shares are being registered for issuance pursuant to the Logicon 1990 Non-
Qualified Stock Option Plan, 6,845 shares are being registered to cover
previous issuances of unregistered shares under certain of these plans and
132,965 shares are being registered for issuance pursuant to the ESPP.
Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable pursuant to any anti-dilution
provisions of these plans.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the common stock of Northrop Grumman Corporation quoted on the
New York Stock Exchange, Inc. on August 22, 1997.
<PAGE>
EXPLANATORY NOTE
This registration statement on Form S-8 is being filed in relation to the
acquisition of Logicon, Inc. ("Logicon") by Northrop Grumman Corporation (the
"Company" or the "Registrant") and the subsequent conversion of employee benefit
plans offering Logicon common stock to employee benefit plans offering Company
common stock. Logicon ceased to be a registrant upon the filing of a Form 15
with the Securities and Exchange Commission (the "Commission") on August 5,
1997.
The contents of the following registration statements on Form S-8 filed with the
Commission by Logicon or the former Geodynamics Corporation ("Geodynamics") in
relation to the employee benefit plans so indicated are hereby incorporated
herein by reference: the Logicon 1992 Employee Incentive Stock Option Plan
(Registration No. 33-45813) filed February 19, 1992; the Logicon 1991 Stock
Option Plan for Non-Employee Directors (Registration No. 33-45813) filed
February 19, 1992; the Geodynamics Incentive Stock Option Plan No. 3
(Registration No. 33-28247); the Geodynamics 1990 Non-Qualified Stock Option
Plan (Registration No. 33-39083) and the Logicon Employee Stock Purchase Plan
(the "ESPP")(Registration No. 2-82907).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUSES
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Information required by Part I to be contained in the Section 10(a)
prospectuses is omitted from this registration statement in accordance with the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company or the ESPP with the
Commission are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The ESPP's Annual Report on Form 11-K for the fiscal year ended
December 31, 1996;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the registrant document referred to in (a) above;
(d) The description of the Company's Common Stock which is contained
in the Company's registration statement on Form 8-B dated June 20, 1985 filed
under the Exchange Act; and
(e) The description of the Company's Common Stock Purchase Rights
which is contained in the Company's registration statement on Form 8-A dated
September 22, 1988, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company or the ESPP pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all
1
<PAGE>
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. Copies of these documents will not be filed with this registration
statement. Any statement contained herein or 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 such
statement is modified or superseded by a subsequently filed document which also
is or is deemed to be incorporated by reference herein. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
registration statement except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") authorizes
corporations to limit or eliminate the personal liability of directors to the
corporation and its stockholders for monetary damages in connection with the
breach of a director's fiduciary duty of care. The duty of care requires that,
when acting on behalf of the corporation, directors must exercise an informed
business judgment based on all material information reasonably available to
them. Absent the limitation authorized by the DGCL, directors could be
accountable to corporations and their stockholders for monetary damages for
conduct that does not satisfy such duty of care. Although the DGCL does not
change a director's duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The Registrant's
certificate of incorporation limits the liability of directors to the Registrant
or its stockholders to the fullest extent permitted by the DGCL as in effect
from time to time. Specifically, directors of the Registrant will not be
personally liable for monetary damages for breach of a fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or to its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which
the director derives any improper personal benefit.
The bylaws of the Registrant provide that the Registrant shall
indemnify its officers, directors and employees to the fullest extent permitted
by the DGCL. The Registrant believes that indemnification under its bylaws
covers at least negligence and gross negligence on the part of the indemnified
parties.
The Registrant has entered into an agreement with each of its
directors and certain of its officers indemnifying them to the fullest extent
permitted by the foregoing. The Company has also purchased director and officer
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Logicon 1992 Employee Incentive Stock Option Plan.*
4.2 Logicon 1991 Stock Option Plan For Non-Employee Directors.*
4.3 Logicon Incentive Stock Option Plan No. 3.*
2
<PAGE>
4.4 Logicon 1990 Non-Qualified Stock Option Plan.*
4.5 Logicon Employee Stock Purchase Plan.*
4.6 Third Amendment to Logicon 1992 Employee Incentive Stock Option
Plan.
4.7 Second Amendment to Logicon 1991 Stock Option Plan For Non-
Employee Directors.
4.8 1997 Amendment to Logicon Incentive Stock Option Plan No. 3.
4.9 1997 Amendment to Logicon 1990 Non-Qualified Stock Option Plan.
4.10 Eighteenth Amendment to Logicon Employee Stock Purchase Plan.
4.11 Restated Certificate of Incorporation of the Registrant as
amended (incorporated by reference to Registration Statement on
Form S-3, Registration No. 33-55143).
4.12 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Registration Statement on Form S-3, Registration No.
33-55143).
4.13 Common Stock Purchase Rights Plan (incorporated by reference to
Form 8-A filed September 22, 1988) amended on August 2, 1991
(incorporated by reference to Form 8 filed August 2, 1991) and
amended on September 28, 1994 (incorporated by reference to Form
8-A/A filed October 7, 1994).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5.1).
23.3 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included on page 5 hereto).
- ---------------
*Incorporated by reference as set forth in the Explanatory Note.
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.
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 and of the estimated maximum
offering range may be
3
<PAGE>
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 20 percent 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 (a)(1)(i) and (a)(1)(ii) do not apply if
-------- -------
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed 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.
(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 Securities 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 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
Securities Act and will be governed by the final adjudication of such issue.
4
<PAGE>
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 this 29th day of
August, 1997.
NORTHROP GRUMMAN CORPORATION
By: /s/ James C. Johnson
----------------------
James C. Johnson
Corporate Vice President, Secretary
and Assistant General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Richard R.
Molleur and James C. Johnson, and each or either of them, his true and lawful
attorney-in-fact and agent, 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) 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, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, 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 his substitute or their 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 below by the following persons in their
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Kent Kresa Chairman of the Board, President and August 29, 1997
- -------------------------------------------------- Chief Executive Officer and Director
Kent Kresa (Principal Executive Officer)
/s/ Richard B. Waugh, Jr. Corporate Vice President and Chief August 29, 1997
- -------------------------------------------------- Financial Officer (Principal
Richard B. Waugh, Jr. Financial Officer)
/s/ Nelson F. Gibbs Corporate Vice President and August 29, 1997
- -------------------------------------------------- Controller (Principal Accounting
Nelson F. Gibbs Officer)
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Jack R. Borsting Director August 29, 1997
- --------------------------------------------------
Jack R. Borsting
/s/ John T. Chain, Jr. Director August 29, 1997
- --------------------------------------------------
John T. Chain, Jr.
/s/ Jack Edwards Director August 29, 1997
- --------------------------------------------------
Jack Edwards
/s/ Robert A. Lutz Director August 29, 1997
- --------------------------------------------------
Robert A. Lutz
/s/ Aulana L. Peters Director August 29, 1997
- --------------------------------------------------
Aulana L. Peters
/s/ John E. Robson Director August 29, 1997
- --------------------------------------------------
John E. Robson
/s/ Richard M. Rosenberg Director August 29, 1997
- --------------------------------------------------
Richard M. Rosenberg
/s/ John Brooks Slaughter Director August 29, 1997
- --------------------------------------------------
John Brooks Slaughter
/s/ Richard J. Stegemeier Director August 29, 1997
- --------------------------------------------------
Richard J. Stegemeier
</TABLE>
6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Logicon Employee Stock Purchase Plan) have
duly caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on this 29th day of August, 1997.
SANWA BANK TRUST AND INVESTMENT
/s/ Charles J. Paolino
----------------------------------------
Name: Charles J. Paolino
Title: Vice President
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<C> <S>
4.1 Logicon 1992 Employee Incentive Stock Option Plan.*
4.2 Logicon 1991 Stock Option Plan For Non-Employee Directors.*
4.3 Logicon 1990 Non-Qualified Stock Option Plan.*
4.4 Logicon Incentive Stock Option Plan No. 3.*
4.5 Logicon Employee Stock Purchase Plan.*
4.6 Third Amendment to Logicon 1992 Employee Incentive Stock Option Plan.
4.7 Second Amendment to Logicon 1991 Stock Option Plan For Non-Employee Directors.
4.8 1997 Amendment to Logicon Incentive Stock Option Plan No. 3.
4.9 1997 Amendment to Logicon 1990 Non-Qualified Stock Option Plan.
4.10 Eighteenth Amendment to Logicon Employee Stock Purchase Plan.
4.11 Certificate of Incorporation of the Registrant as amended (incorporated by reference to
Registration Statement on Form S-3, Registration No. 33-55143).
4.12 Amended and Restated Bylaws of the Registrant (incorporated by reference to Registration
Statement on Form S-3, Registration No. 33-55143).
4.13 Common Stock Purchase Rights Plan (incorporated by reference to Form 8-A filed September 22,
1988) amended on August 2, 1991 (incorporated by reference to Form 8 filed August 2, 1991) and
amended on September 28, 1994 (incorporated by reference to Form 8-A/A filed October 7, 1994).
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
23.3 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included on page 5 hereto).
</TABLE>
- -------------------
*Incorporated by reference as set forth in the Explanatory Note.
<PAGE>
EXHIBIT 4.6
THIRD AMENDMENT TO THE
LOGICON, INC. 1992 INCENTIVE STOCK OPTION PLAN
This Third Amendment to the Logicon, Inc. 1992 Incentive Stock Option Plan
(the "Plan"), is intended to reflect the fact that, effective August 5, 1997,
Logicon, Inc. became a wholly-owned subsidiary of Northrop Grumman Corporation,
pursuant to a transaction in which shares of Logicon stock were exchanged for
shares of Northrop Grumman stock, in a ratio as specified in the Merger
Agreement executed between the two companies; and that on August 20, 1997, the
Board of Directors of Northrop Grumman Corporation approved the offering of
Northrop Grumman stock under the Plan. Now therefore, the Plan is amended as
follows:
1. The statement of purpose of the Plan is amended to reflect that the
purpose is to encourage ownership of Northrop Grumman Corporation common
stock, and to provide an additional incentive for participants to promote
the success of Northrop Grumann Corporation.
2. All references under the Plan to "Logicon common stock" shall hereby be
amended to refer to "Northrop Grumman common stock."
3. The number of shares to be offered in the aggregate and to individuals
under the Plan shall be adjusted in accordance with the exchange ratio set
forth under the Merger Agreement between Northrop Grumman Corporation and
Logicon, Inc.
This amendment to be effective as of August 21, 1997, consistent with approval
by the Board of Directors of Logicon, Inc.
<PAGE>
EXHIBIT 4.7
SECOND AMENDMENT TO THE
LOGICON, INC. 1991 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
This Second Amendment to the Logicon, Inc. 1991 Stock Option Plan for Non-
Employee Directors (the "Plan"), is intended to reflect the fact that, effective
August 5, 1997, Logicon, Inc. became a wholly-owned subsidiary of Northrop
Grumman Corporation, pursuant to a transaction in which shares of Logicon stock
were exchanged for shares of Northrop Grumman stock, in a ratio as specified in
the Merger Agreement executed between the two companies; and that on August 20,
1997, the Board of Directors of Northrop Grumman Corporation approved the
offering of Northrop Grumman stock under the Plan. Now therefore, the Plan is
amended as follows:
1. The statement of purpose of the Plan is amended to reflect that the
purpose is to purchase Northrop Grumman Corporation common stock, for the
purpose of acquiring an equity interest in Northrop Grumman Corporation.
2. All references under the Plan to "Logicon common stock" shall hereby be
amended to refer to "Northrop Grumman common stock."
3. The number of shares to be offered in the aggregate and to individuals
under the Plan shall be adjusted in accordance with the exchange ratio set
forth under the Merger Agreement between Northrop Grumman Corporation and
Logicon, Inc.
This amendment to be effective as of August 21, 1997, consistent with approval
by the Board of Directors of Logicon, Inc.
<PAGE>
EXHIBIT 4.8
1997 AMENDMENT TO THE
LOGICON INCENTIVE STOCK OPTION PLAN NO. 3
This Amendment to the Logicon Incentive Stock Option Plan No. 3 (formerly
the Geodynamics Incentive Stock Option Plan No. 3) (the "Plan"), is intended to
reflect the fact that, effective August 5, 1997, Logicon, Inc. became a wholly-
owned subsidiary of Northrop Grumman Corporation, pursuant to a transaction in
which shares of Logicon stock were exchanged for shares of Northrop Grumman
stock, in a ratio as specified in the Merger Agreement executed between the two
companies; and that on August 20, 1997, the Board of Directors of Northrop
Grumman Corporation approved the offering of Northrop Grumman stock under the
Plan. Now therefore, the Plan is amended as follows:
1. The statement of purpose of the Plan is amended to reflect that the
purpose is to encourage ownership of Northrop Grumman Corporation common
stock, and to provide an additional incentive for participants to promote
the success of Northrop Grumman Corporation.
2. All references under the Plan to "Geodynamics common stock" or "Logicon
common stock" shall hereby be amended to refer to "Northrop Grumman common
stock."
3. The number of shares to be offered in the aggregate and to individuals
under the Plan shall be adjusted in accordance with the exchange ratio set
forth under the Merger Agreement between Northrop Grumman Corporation and
Logicon, Inc., following adjustment from Geodynamics common stock to
Logicon, Inc. common stock.
This amendment to be effective as of August 21, 1997, consistent with approval
by the Board of Directors of Logicon, Inc.
<PAGE>
EXHIBIT 4.9
1997 AMENDMENT TO THE
LOGICON, INC. 1990 NON-QUALIFIED STOCK OPTION PLAN
This Amendment to the Logicon 1990 Non-Qualified Stock Option Plan
(formerly the Geodynamics 1990 Non-Qualified Stock Option Plan) (the "Plan"), is
intended to reflect the fact that, effective August 5, 1997, Logicon, Inc.
became a wholly-owned subsidiary of Northrop Grumman Corporation, pursuant to a
transaction in which shares of Logicon stock were exchanged for shares of
Northrop Grumman stock, in a ratio as specified in the Merger Agreement executed
between the two companies; and that on August 20, 1997, the Board of Directors
of Northrop Grumman Corporation approved the offering of Northrop Grumman stock
under the Plan. Now therefore, the Plan is amended as follows:
1. The statement of purpose of the Plan is amended to reflect that the
purpose is to encourage ownership of Northrop Grumman Corporation common
stock, and to provide an additional incentive for participants to promote
the success of Northrop Grumman Corporation.
2. All references under the Plan to "Geodynamics common stock" or "Logicon
common stock" shall hereby be amended to refer to "Northrop Grumman common
stock."
3. The number of shares to be offered in the aggregate and to individuals
under the Plan shall be adjusted in accordance with the exchange ratio set
forth under the Merger Agreement between Northrop Grumman Corporation and
Logicon, Inc., following adjustment from Geodynamics common stock to
Logicon, Inc. common stock.
This amendment to be effective as of August 21, 1997, consistent with approval
by the Board of Directors of Logicon, Inc.
<PAGE>
EXHIBIT 4.10
EIGHTEENTH AMENDMENT TO
THE EMPLOYEES STOCK PURCHASE PLAN
OF LOGICON, INC.
This Amendment to the Employees Stock Purchase Plan of Logicon, Inc.
("Plan"), amends the Plan to provide for investment in shares of Northrop
Grumman common stock.
1. SECTION 1.22 IS MODIFIED TO READ AS FOLLOWS:
1.22 "Shares" shall mean shares of the common stock of Northrop Grumman
Corporation.
2. THE FIFTH SENTENCE OF SECTION 2.3 IS MODIFIED TO READ AS FOLLOWS:
Such maximum number shall be proportionately adjusted in the event of any
change such as an increase or decrease in the number of issued Shares which
results from a split-up or consolidation of Shares, payment of a stock
dividend or dividends exceeding a total of five percent (5%) for which the
record dates occur in any one Plan Year, a recapitalization (other than the
conversion of convertible securities according to their terms), a
combination of Shares, the exchange of shares of Logicon, Inc. for shares
of Northrop Grumman Corporation as part of the latter's acquisition of
Logicon, Inc., or other similar capital adjustment.
3. A NEW SENTENCE WILL BE ADDED AFTER THE THIRD SENTENCE OF SECTION 2.4 AS
FOLLOWS:
In particular, following the acquisition of Logicon, Inc. by Northrop
Grumman Corporation, later contributions will be invested in cash or
property other than Shares until a securities law registration for new
Northrop Grumman shares has been properly completed, as determined by the
Committee.
4. THE LAST TWO SENTENCES OF SECTION 5.11 WILL BE REPLACED WITH THE FOLLOWING
TWO SENTENCES:
The fair market value of Shares shall be the closing price of the Shares on
the New York Stock Exchange on the last trading day on which the Shares
were traded immediately preceding the Valuation Date. The Committee shall
have the power to make appropriate adjustments to the number of Units and
Unit values to reflect the acquisition of Logicon, Inc. by Northrop Grumman
Corporation and the conversion of Logicon, Inc. shares to shares of
Northrop Grumman Corporation.
This amendment to be effective as of August 21, 1997, upon approval by the Board
of Directors of Logicon, Inc.
<PAGE>
EXHIBIT 5.1
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
August 29, 1997
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Re: Northrop Grumman Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
As special counsel to Northrop Grumman Corporation, a Delaware corporation
("Northrop"), we are familiar with the activities of Northrop and its corporate
records. We have participated in the authorization and preparation of the
Logicon 1991 Stock Option Plan for Non-Employee Directors, the Logicon 1992
Employee Incentive Stock Option Plan, the Logicon Incentive Stock Option Plan
No. 3, the Logicon 1990 Non-Qualified Stock Option Plan and the Logicon Employee
Stock Purchase Plan (the "Plans") and the Registration Statement on Form S-8
(the "Registration Statement") being filed by Northrop under the Securities Act
of 1933, as amended, for the purpose of registering 440,016 shares of common
stock, par value $1.00 per share, of Northrop for issuance under the Plans (the
"Shares").
On the basis of our knowledge of Northrop's activities and its corporate
records, we are of the opinion that the Shares will be legally issued, fully
paid and nonassessable when issued and paid for in accordance with the Plans.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Sincerely,
GIBSON, DUNN & CRUTCHER LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Northrop Grumman Corporation on Form S-8 of our report dated February 5, 1997
appearing in the Annual Report on Form 10-K of Northrop Grumman Corporation for
the year ended December 31, 1996.
Deloitte & Touche LLP
Los Angeles, California
August 29, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 21, 1997, appearing on page 2 of
the Employees' Stock Purchase Plan of Logicon, Inc.'s Annual Report on Form 11-K
for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
Costa Mesa, California
August 28, 1997
