As filed with the Securities and Exchange Commission on August 20, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
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
incorporation or organization) Identification No.)
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
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(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
JOHN H. MULLAN, ESQ., CORPORATE VICE PRESIDENT AND SECRETARY
NORTHROP GRUMMAN CORPORATION
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
-------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------
COPIES TO:
John D. Hussey, Esq.
James M. Rene, Esq.
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48th Floor
Los Angeles, California 90071
(213) 620-1780
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Page 1 of 41
<PAGE>
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
<CAPTION>
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per unit(1) offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value(2) 457,926 $68.63 $31,427,461.38 $8,736.84Page 4
========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee
under Rule 457(c). The price indicated is the average of the high and low prices
on August 19, 1999, as reported on the New York Stock Exchange.
(2) Includes Preferred Stock Purchase Rights ("Rights"). Prior to the
occurrence of certain events, the Rights will not be exercisable or evidenced
separately from the Common Stock.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
Page 2 of 41
<PAGE>
Prospectus, Subject to Completion, Dated August 20, 1999
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
457,926 Shares of Common Stock
You should read this prospectus carefully before you invest.
This prospectus covers 457,926 shares of our common stock that some of our
stockholders may offer and sell from time to time. We will not receive any of
the proceeds of any sales by the selling stockholders.
Our common stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the trading symbol "NOC." The closing price of our common
stock on August 19, 1999, was $68 15/16 per share.
Investing in our securities involves risk. See "Risk Factors" on page 2
and "Forward-Looking Statements" on page 3 for a discussion of risks you should
consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete, and we may change it.
Our stockholders may not sell these shares until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these shares. It is not soliciting an offer to buy these
shares in any state where they do not permit the offer or sale.
---------------------------
This Prospectus is dated ____________, 1999
Page 3 of 41
<PAGE>
Northrop Grumman Corporation
Northrop Grumman is an advanced technology company operating in the
Integrated Systems and Aerostructures, Electronic Sensors and Systems, and
Information Technology (Logicon) segments of a broadly defined aerospace
industry. The Integrated Systems and Aerostructures segment includes the design,
development and manufacturing of aircraft and aircraft subassemblies. The
Electronic Sensors and Systems segment includes the design, development,
manufacturing and integration of electronic systems and components for military
and commercial use. The Information Technology (Logicon) segment includes the
design, development, operation and support of computer systems for scientific
and management information.
We are the prime contractor for the B-2 bomber and the principal
subcontractor to The Boeing Company on the F/A-18 program. We manufacture
portions of the Boeing 737, 747, 757, 767 and 777 jetliners, the Gulfstream IV
and V business jets, and the Boeing C-17 military transport. We are the prime
contractor for the E-8 Joint Surveillance Target Radar System also known as
Joint STARS. We are also a major producer of airborne early warning and control
systems, including the all-weather E-2C Hawkeye aircraft. Our Electronic Sensors
and Systems segment's primary expertise is the ability to conceive, design,
produce and support high performance sensors and intelligence systems operating
in all environments from underseas to outer space. Programs in the Electronic
Sensors and Systems segment include the AN/APG-66/68 airborne fire control radar
aboard F-16 fighters; the AN/APG-77 radar system; the Longbow fire control
radar; the Longbow missile for the AH-64 Apache attack helicopter, the
AN/ALQ-135, an internally mounted radar jammer deployed on F-15 aircraft, the
AN/ALQ-162 Shadowbox, a jammer built specifically to counter continuous wave
radars, the ALQ-165 airborne self-protection jammer, the three-dimensional
AN/TPS-70/75 radars and predecessor AN/TPS-43, and the ASR-12, a solid-state,
new generation derivative of the ASR-9 terminal radar. Information Technology
(Logicon) designs, develops, operates and supports computer systems for
scientific and management information.
Risk Factors
We are heavily dependent on sales to the United States Government
Approximately 75% of our net sales in 1998 were to the United States
Government. The U.S. Government programs in which Northrop Grumman is involved
must compete with other defense contractors for a limited number of defense
programs for uncertain levels of funding. These defense programs are also
normally subject to termination by the government for convenience. The funding
of defense programs competes with non-defense spending of the U.S. Government.
Budget decisions made by the U.S. Government are outside of our control and have
long-term consequences for the size and structure of Northrop Grumman.
Page 4 of 41
<PAGE>
The market for Northrop Grumman stock can be volatile
During the twelve months prior to August 20, 1999, the market price
of our common stock as quoted on the New York Stock Exchange has ranged from a
low of $56.625 per share to a high of $84 per share. The price of our common
stock may, at times, be volatile.
Forward-looking Statements
We make statements in this prospectus and the documents incorporated by
reference that we believe are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Sometimes these statements
will contain words such as "believes," "expects," "intends," "plans," and other
similar words. These statements are not guarantees of our future performance and
are subject to risks, uncertainties and other important factors that could cause
our actual performance or achievements to be materially different from those we
may project. These forward-looking statements also represent our estimates and
assumptions only as of the date they were made.
These risks, uncertainties and factors include:
o our successful performance of internal plans;
o government customers' budgetary restraints;
o customer changes in short-range and long-range plans;
o domestic and international competition in both the defense and
commercial areas;
o product performance;
o continued development and acceptance of new products;
o performance issues with key suppliers and subcontractors;
o government import and export policies;
o termination of government contracts, which may include termination
for the convenience of the government;
o the outcome of political and legal processes;
o legal, financial and governmental risks related to international
transactions and global needs for military and commercial aircraft
and electronic systems and support; and
o other economic, political and technological risks and
uncertainties.
Page 5 of 41
<PAGE>
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. The future results may differ materially from those
expressed in the forward-looking statements. For these statements, we intend to
claim protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995. Please see the documents
incorporated by reference for more information on these factors.
Use of Proceeds
The selling stockholders are selling all of the common stock covered
by this prospectus for their own account. Accordingly, we will not receive any
proceeds from the resale of the shares of offered common stock.
Page 6 of 41
<PAGE>
Selling Stockholders
On June 29, 1999, we acquired Data Procurement Corporation, Inc., a
Maryland corporation. We issued 457,926 shares of our common stock to the
stockholders of that company as partial payment for their stock. The shares of
offered common stock are being registered pursuant to registration rights
granted the selling stockholders in connection with our acquisition of that
company. The selling stockholders are offering those shares of our common stock
by this prospectus. The following table provides information as to the shares of
our common stock owned of record by those stockholders as of August 19, 1999,
the number of shares to be sold by the selling stockholders and the number of
shares which will be owned by the selling stockholders after the offering. This
information is based solely upon information that the selling stockholders have
provided to us.
Number of Number of Shares Shares
Shares to Be Offered for Beneficially
Name of Selling Beneficially Resale(2) Owned after
Stockholder Owned Prior to Offering(1)(2)
Offering(1)
- --------------------------------------------------------------------------------
Shawna Stout 12,593 12,593 ---
Marcus Stout 9,158 9,158 ---
Frank X. Derwin 68,689 68,689 ---
Jon M. Stout, Trustee of the 42,969 42,969 ---
Jon M. Stout Revocable Trust
Patricia W. Stout, Trustee of 43,965 43,965 ---
the Patricia W. Stout
Revocable Trust
Wilmington Trust Company, 280,552 280,552 ---
Administrative Trustee of
The Stout Dynastic Trust
- --------------------------------------------------------------------------------
(1) Less than 1% of common stock outstanding.
(2) Assumes all shares of offered common stock are sold in this offering.
Our registration of the shares included in this prospectus does not
necessarily mean that the selling stockholders will decide to sell any of the
shares offered by this prospectus. The selling stockholders may from time to
time sell the shares covered by this prospectus so long as this prospectus
remains in effect.
Page 7 of 41
<PAGE>
Description of Common Stock
Our certificate of incorporation provides that we have authority to issue
200,000,000 shares of common stock, par value $1.00 per share. As of August 16,
1999, 69,431,351 shares of common stock were outstanding. Our common stock is
listed on the New York Stock Exchange and the Pacific Stock Exchange.
Dividends. Dividends may be paid on the common stock and on any class or
series of stock entitled to participate with the common stock as to dividends,
but only when and as declared by our board of directors.
Voting Rights. Each holder of our common stock is entitled to one vote per
share on all matters submitted to a vote of stockholders and does not have
cumulative voting rights.
Liquidation. If we liquidate, holders of common stock are entitled to
receive all remaining assets available for distribution to stockholders after
satisfaction of our liabilities and the preferential rights of any preferred
stock that may be outstanding at that time. Our outstanding common shares are
fully paid and nonassessable. The holders of our common stock do not have any
preemptive, conversion or redemption rights. The registrar and transfer agent
for our common stock is ChaseMellon Shareholder Services, L.L.C.
Preferred Stock Purchase Rights. On September 16, 1998, our board of
directors declared a dividend distribution of one preferred share purchase right
for each outstanding share of common stock. Each right, when it becomes
exercisable, entitles the registered holder to purchase from us one
one-thousandth of a share of our Series A junior participating preferred stock,
$1.00 par value per share, at a price of $250.00 per one one-thousandth of a
preferred share, subject to adjustment. These rights attached to all
certificates representing our common shares outstanding on October 2, 1998, and
attach to common shares issued after that date until the distribution date
described below. No separable right certificates will be distributed. The rights
will separate from our common shares on the distribution date. Distribution date
means the date which is the earliest to occur of:
o a person or group of affiliated or associated persons having
acquired beneficial ownership of 15% or more of our outstanding
common shares, except pursuant to a permitted offer; or
o 10 days, or such later date as our board of directors may determine,
following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer, the consummation of which
would result in a person or group acquiring 15% of our outstanding
voting power.
We may redeem the rights at the option of our board of directors for $0.01 per
right at any time prior to the earlier of the expiration of the rights or on the
date that a person or persons acquire 15% of our voting power. Our board of
directors may amend the rights at any time without stockholder approval. The
rights will expire by their terms on October 31, 2008.
Page 8 of 41
<PAGE>
Some Important Charter and Statutory Provisions. Our certificate of
incorporation provides for the division of our board of directors into 3 classes
of directors, each serving staggered, 3-year terms. Our certificate of
incorporation further provides generally that any alteration, amendment or
repeal of the following sections of our certificate of incorporation requires
the approval of the holders of at least 80% of our outstanding voting power,
unless such action is approved by a majority of our board of directors:
(a) the election and classification of the board of directors;
(b) liability of directors; and
(c) the vote requirements for amendments to our certificate of
incorporation.
If any of these changes to our certificate of incorporation are approved by our
board of directors, the approval of a majority of our outstanding voting power
is required to make these changes effective.
These provisions may have the effect of deterring hostile takeovers or
delaying changes in our control or our management.
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, the statute prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:
(1) prior to that date, the board of directors approved either the
business combination or the transaction that resulted in the stockholder
becoming an interested stockholder;
(2) when the transaction that resulted in such person becoming an
interested stockholder is completed, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction began, excluding, for purposes of determining the number
of shares outstanding, shares owned by some directors or employee stock
plans; or
(3) on or after the date the stockholder became an interested
stockholder, the business combination is approved by the board of
directors and authorized by the affirmative vote, and not by the written
consent, of at least two-thirds of outstanding voting stock, excluding the
stock owned by the interested stockholder.
A "business combination" includes a merger, asset sale, or other transaction
resulting in a financial benefit to the interested stockholder. An "interested
stockholder" is a person who, other than the corporation and any direct or
indirect majority-owned subsidiary of the corporation, together with affiliates
and associates, owns or, as an affiliate or associate, within three years prior,
did own, 15% or more of the corporation's outstanding voting stock.
Page 9 of 41
<PAGE>
Plan of Distribution
Neither we nor the selling stockholders have employed an underwriter for
the sale of common stock by the selling stockholders. We will pay all expenses,
other than broker or dealer discounts and commissions, stock transfer taxes and
the fees and disbursements of separate counsel, if any, retained by the selling
stockholders, associated with the sale of the common stock. The securities
covered by this prospectus may be sold by or for the account of the selling
stockholders pursuant to this prospectus or pursuant to Rule 144 under the
Securities Act, if available.
The selling stockholders may offer their shares of common stock directly
or through pledgees, donees, transferees or other successors in interest at
various times in one or more of the following transactions, which may include
block sales:
o on any stock exchange on which the shares of common stock may be
listed at the time of sale, either through a broker or otherwise;
o in negotiated transactions;
o in a combination of any of the above transactions; or
o through any other available market transaction.
The selling stockholders may offer their shares of common stock at any of
the following prices:
o fixed prices which may be changed;
o market prices prevailing at the time of sale;
o prices related to such prevailing market prices; or
o at negotiated prices.
The selling stockholders may effect these transactions by selling shares
to or through broker-dealers, and all such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from the
selling stockholders and/or the purchasers of shares of common stock for whom
these broker-dealers may act as agents or to whom they sell as principals, or
both. In connection with the distribution of the shares of offered common stock
or otherwise, the selling stockholders may enter into hedging transactions with
broker-dealers. In connection with these transactions, broker-dealers may engage
in short sales of shares of common stock in the course of hedging the positions
they assume with the selling stockholders. The selling stockholders may also
sell shares of common stock short and deliver shares of offered common stock to
close out these short positions. The selling stockholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of shares of offered common stock, which the broker-dealer may
resell or otherwise transfer pursuant to this prospectus. The selling
Page 10 of 41
<PAGE>
stockholder may also lend or pledge the shares of offered common stock to a
broker-dealer and the broker-dealer may sell the shares of common stock so lent
or upon default the broker-dealer may effect sales of the pledged shares
pursuant to this prospectus. The selling stockholders may also pledge shares of
offered common stock to a lender other than a broker-dealer, and upon default
the lender may sell the shares of common stock so pledged pursuant to this
prospectus. The selling stockholders may also contribute or sell shares of
offered common stock to trusts or other entities for the benefit of the
contributing selling stockholder and members of his or her family.
Any broker-dealer acquiring common stock from the selling stockholders may
sell the shares either directly, in its normal market-making activities, through
or to other brokers on a principal or agency basis or to its customers. Any of
these sales may be at prices then prevailing on the New York Stock Exchange or
the Pacific Stock Exchange, or at prices related to prevailing market prices or
at negotiated prices to its customers or a combination of these methods. The
selling stockholders and any broker-dealers that act in connection with the sale
of the common stock might be deemed to be "underwriters" pursuant to Section
2(11) of the Securities Act of 1933; any commissions received by them and any
profit on the resale of shares as principals might be deemed to be underwriting
discounts and commissions under that Act. Any of these commissions, as well as
stock transfer taxes and the fees and disbursements of separate counsel, if any,
retained by the selling stockholders, are payable by the selling stockholders.
We have not registered or qualified offers and sales of shares of the
common stock under the laws of any country, other than the United States. To
comply with the securities laws of some states, if applicable, the selling
stockholders will offer and sell their shares of common stock in those
jurisdictions only through registered or licensed brokers or dealers. Unless an
exemption from the registration and qualification requirements of these states
is available, we may be required to register and qualify the offered common
stock in those states which the selling stockholders may reasonably request.
Validity of Common Stock
Sheppard, Mullin, Richter & Hampton LLP, Los Angeles, California, has
issued an opinion about the validity of the shares of our common stock being
offered by this prospectus.
Experts
The consolidated financial statements and related financial statement
schedule incorporated in this prospectus by reference from Northrop Grumman's
Annual Report on Form 10-K for the year ended December 31, 1998, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference and has been so incorporated
in reliance upon the report of such firm, given upon their authority as experts
in accounting and auditing.
Page 11 of 41
<PAGE>
Where You Can Find More Information
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available on the SEC's web site at http://www.sec.gov. You also may read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information about their public reference rooms,
including copy charges. You also can obtain information about us from the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede information in this prospectus
and other filings with the SEC. We incorporate by reference the documents listed
below, which we already have filed with the SEC, and any future filings we make
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until all of the common stock being offered by this
prospectus is sold:
o Our Annual Report on Form 10-K for the year end December 31, 1998;
o Our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1999;
o Our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1999; and
o The description of the common stock set forth in the Registration
Statement on Form 8-B dated June 20, 1985.
You may read or copy these documents through our web site at
http://www.northgrum.com. You may request a copy of these filings at no cost, by
writing or calling us at the following address:
Northrop Grumman Corporation
Attn: Corporate Secretary
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
You should rely only on the information contained in, or incorporated by
reference into, this prospectus. We have not authorized anyone to provide you
with additional or different information. You should not assume that the
information in this prospectus or any document incorporated by reference is
accurate as of any date other than the date of those documents.
You may also obtain from the SEC a copy of the registration statement and
exhibits that we filed with the SEC when we registered the common stock offered
by this prospectus. The registration statement may contain additional
information that may be important to you.
Page 12 of 41
<PAGE>
===============================
You should rely only on the information
incorporated by reference or provided in this
prospectus. Northrop Grumman has not
authorized anyone else to provide you with Northrop Grumman
different information. The selling stockholders Corporation
are not making an offer to sell any of the
securities described in this prospectus in any
state where the offer is not permitted by law.
You should not assume that the information in
this prospectus is accurate as of any date other 457,926 Shares of
than the date on the front of this prospectus. Common Stock
There may have been changes in the affairs of
Northrop Grumman since the date of
this prospectus.
TABLE OF CONTENTS
Northrop Grumman Corporation........... 2
Risk Factors........................... 2
Forward-looking Statements............. 3
Use of Proceeds........................ 4 -----------------
Selling Stockholders................... 5 PROSPECTUS
Description of Common Stock............ 6 -----------------
Plan of Distribution................... 8
Validity of Common Stock .............. 9
Experts................................ 9
Where You Can Find More Information....10
__________, 1999
============================================= ===============================
Page 13 of 41
<PAGE>
Part II
-------
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates,
except the Securities and Exchange Commission registration fee.
Securities and Exchange Commission
registration fee......................... $ 8,736.84
Printing and engraving expenses............. 5,000*
Accounting fees and expenses................ 7,500*
Legal fees and expenses..................... 20,000*
Miscellaneous expenses...................... 1,000*
Total................................. $42,236.84*
*Estimate
Item 15. 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.
II-1
Page 14 of 41
<PAGE>
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 Registrant has also purchased director and officer liability
insurance.
Item 16. Exhibits
4-1 Certificate of Incorporation, as amended (incorporated by reference
to Form S-3 Registration Statement filed August 18, 1994).
4-2 Bylaws, as amended and restated December 16, 1998 (incorporated by
reference to Form 10-K filed March 23, 1999).
4-3 Rights Plan (incorporated by reference to Form 8-A filed November
13, 1998).
4-4 Registration Rights Agreement dated as of June 29, 1999 by and
between the Registrant and Data Procurement Corporation, Inc.
4-8 Form of Certificate of Common Stock (incorporated by reference to
Form S-3 Registration Statement filed May 11, 1999).
5-1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.
23-1 Consent of Deloitte & Touche LLP, independent auditors.
23-2 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
Exhibit 5-1).
24-1 Powers of Attorney.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(a) 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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
Page 15 of 41
<PAGE>
(ii) to reflect in the prospectus any fact 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 this
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 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 this registration statement or
any material change to such information in the registration statement;
provided, however, that the undertakings set forth in the 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 by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(b) 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.
(c) 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.
(d) that, if the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a) (3) of the Act need not be furnished, provided, that
the registrant includes in the prospectus, by means of a post-effective
statement, financial statements required pursuant to this paragraph (a) (d) and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on Form
F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a) (3) of the Act or Rule 3-19
if such financial statements and information are 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 Form F-3.
II-3
Page 16 of 41
<PAGE>
(e) 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 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.
(f) that, 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 provisions described under Item 15
above, 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 such 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 such Act and
will be governed by the final adjudication of such issue.
(g) that, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(h) that, for purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
II-4
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<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-3 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 20th day of
August, 1999.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
------------------------------
John H. Mullan
Corporate Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Kent Kresa Chairman of the Board, President August 20, 1999
- ----------------------------- and Chief Executive Officer and
Kent Kresa* Director (Principal Executive
Officer)
/s/ Richard B. Waugh, Jr. Corporate Vice President and August 20, 1999
- ----------------------------- Chief Financial Officer
Richard B. Waugh, Jr. (Principal Financial Officer)
/s/ Nelson F. Gibbs Corporate Vice President and August 20, 1999
- ----------------------------- Controller (Principal Accounting
Nelson F. Gibbs Officer)
/s/ Jack R. Borsting Director August 20, 1999
- -----------------------------
Jack R. Borsting*
/s/ John T. Chain, Jr. Director August 20, 1999
- -----------------------------
John T. Chain, Jr.*
S-1
Page 18 of 41
<PAGE>
/s/ Jack Edwards Director August 20, 1999
- -----------------------------
Jack Edwards*
/s/ Phillip Frost Director August 20, 1999
- -----------------------------
Phillip Frost*
/s/ Robert A. Lutz Director August 20, 1999
- -----------------------------
Robert A. Lutz*
/s/ Aulana L. Peters Director August 20, 1999
- -----------------------------
Aulana L. Peters *
/s/ John E. Robson Director August 20, 1999
- -----------------------------
John E. Robson*
/s/ Richard M. Rosenberg Director August 20, 1999
- -----------------------------
Richard M. Rosenberg*
/s/ John Brooks Slaughter Director August 20, 1999
- -----------------------------
John Brooks Slaughter*
/s/ Richard J. Stegemeier Director August 20, 1999
- -----------------------------
Richard J. Stegemeier*
* By: John H. Mullan
Attorney-in-Fact
- -------------------------------------
* By authority of powers of attorney
filed with this registration statement
S-2
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<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page
- ----------- ----------- ----
4-1 Certificate of Incorporation, as amended (incorporated by
reference to Form S-3 Registration Statement filed August 18,
1994).
4-2 Bylaws, as amended and restated December 16, 1998 (incorporated
by reference to Form 10-K filed March 23, 1999).
4-3 Rights Plan (incorporated by reference to Form 8-A filed
November 13, 1998).
4-4 Registration Rights Agreement dated as of June 29, 1999 by
and between the Registrant and Data Procurement Corporation, Inc. 21
4-8 Form of Certificate of Common Stock (incorporated by reference
to Form S-3 Registration Statement filed May 11, 1999).
5-1 Opinion of Sheppard, Mullin, Richter & Hampton LLP. 37
23-1 Consent of Deloitte & Touche LLP, independent auditors. 39
23-2 Consent of Sheppard, Mullin, Richter & Hampton LLP (included
in Exhibit 5-1).
24-1 Powers of Attorney. 40
Page 20 of 41
<PAGE>
EXHIBIT 4.4
------------
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
effective as of June 29, 1999, by and among Northrop Grumman Corporation, a
Delaware corporation (the "Company"), and Data Procurement Corporation, Inc.
d.b.a. DPC Technologies ("DPC"), for the benefit of those persons who are to
receive the merger consideration pursuant to the Merger Agreement (as defined
below).
RECITALS
A. Upon the terms and subject to the conditions of an Agreement and
Plan of Merger dated as of May 18, 1999 and as amended as of June 29, 1999 (the
"Merger Agreement"), by and among the Company, DPC, DPC Acquisition Corp., a
wholly owned subsidiary of the Company (the "Merger Subsidiary"), and the
Shareholders (as defined below) the Merger Subsidiary will be merged with and
into DPC and the Company will issue 457,926 shares of the common stock, $1.00
par value ("Common Stock"), of the Company to the Patricia W. Stout Revocable
Trust, the Jon M. Stout Revocable Trust, the Stout Dynastic Trust, Shawna Stout,
Marcus Stout, and Frank Derwin (collectively, the "Shareholders").
B. A material inducement for the parties to consummate the
transactions contemplated by the Merger Agreement was that the Company enter
into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements of the parties contained herein, the parties agree as
follows:
1. Definitions. As used herein, the terms below shall have the
following meanings. Any such term, unless the context otherwise requires, may be
used in the singular or plural, depending upon the reference.
"Affiliate" shall have the meaning provided in the Exchange Act and
the rules and regulations of the Commission promulgated thereunder.
"Agreement" shall mean this Registration Rights Agreement.
"Commission" shall mean the United States Securities and Exchange
Commission.
"Common Stock" shall have the meaning provided in Recital A.
-1-
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<PAGE>
"Company" shall mean Northrop Grumman Corporation.
"Effective Time" shall have the meaning provided in the Merger
Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor law, and the rules and regulations issued pursuant to
that Act or any successor law.
"Holder" shall mean any Person who is the record owner of
Registrable Shares, or any permitted assignee thereof in accordance with Section
18.
"Merger Agreement" shall have the meaning provided in Recital A.
"Person" shall mean an individual, partnership, limited liability
company, joint venture, corporation, trust or unincorporated organization or any
other similar entity.
"Register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document by the
Commission.
"Registrable Shares" shall mean (a) the Shares beneficially owned by
any Holder and (b) any Common Stock of the Company issued to a Holder as a
dividend or other distribution with respect to, or in exchange for or in
replacement of, any of the Shares; provided, however, that shares of Common
Stock shall only be treated as Registrable Shares if and so long as (i) they
have not been sold by any Holder thereof to or through a broker or dealer or
underwriter in a public distribution or otherwise pursuant to an effective
Registration Statement under the Securities Act, (ii) they have not been sold in
a transaction exempt from the registration and prospectus delivery requirements
of the Securities Act under Section 4(l) thereof so that all transfer
restrictions and restrictive legends with respect thereto are removed upon the
consummation of such sale, or (iii) if the Holder shall have received from the
Company an opinion of counsel reasonably acceptable to the Holder stating that
they may immediately be resold by the Holder pursuant to Rule 144(k) under the
Securities Act without any volume limitation and without any additional
unreasonable expense.
"Registration" shall mean a registration made pursuant to Section 2.
"Securities Act" shall mean the Securities Act of 1933, as amended,
or any successor law, and the rules and regulations issued pursuant to that Act
or any successor law.
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<PAGE>
"Shareholders" shall have the meaning provided in Recital A.
"Shares" shall mean the shares of Common Stock issued and sold by
the Company to the Shareholders pursuant to the Merger Agreement.
"Violation" shall have the meaning provided in Section 6(a).
2. Registration.
(a) Best Efforts. The Company shall use its best efforts
(without regard to expenses) to file as soon as practicable after the
Effective Time, and in any event within 60 days of the Effective Time, a
registration statement under the Securities Act for resale of the
Registrable Shares which the Company has been notified should be included
therein by each Shareholder within 30 days of the Effective Time and shall
use its best efforts to cause such registration statement to become
effective as soon as practicable thereafter. Alternatively, the Company
may (i) include such Registrable Shares in an existing effective
registration statement of the Company by post effective amendment with
respect to such resale so long as the Holders are otherwise provided with
all of the rights afforded each of them hereunder or (ii) exchange the
Registrable Shares on a one for one basis for fully registered shares
which are freely tradeable to the same extent as if the shares had been
the subject of a registration for resale of such shares as otherwise
provided herein ("Registered Shares") provided such exchange registration
is permitted under the Securities Act. If the Company elects alternative
(ii), each Shareholder who has elected to have his shares registered
agrees to exchange Registrable Shares for Registered Shares.
(b) Expenses of Registration. All expenses (other than
underwriting discounts and commissions, stock transfer taxes and the fees
and disbursements of separate counsel, if any, retained by the Holders)
incurred in connection with the Registration, including (without
limitation) all registration, filing and qualification fees, printers'
fees, accounting fees, and fees and disbursements of counsel for the
Company, shall be borne by the Company.
3. Obligations of the Company. Whenever required under this
Agreement to effect the registration of any Registrable Shares, the Company
shall, as expeditiously as reasonably possible, use reasonable commercial
efforts (without regard to expense) to do the following:
(a) Commission Filing. Prepare and file with the Commission
promptly after the Effective Time (but in no event no later than 60 days
after the Effective Date) a registration statement with respect to such
-3-
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<PAGE>
Registrable Shares and to cause such registration statement to become
effective, and keep such registration statement effective for 365 days or
until there are no outstanding Registrable Shares whichever occurs sooner.
Alternatively, the Company may (i) include such Registrable Shares in an
existing effective registration statement of the Company by post effective
amendment with respect to such resale so long as the Holders are otherwise
provided with all of the rights afforded each of them hereunder or (ii)
exchange the Registrable Shares on a one for one basis for fully
registered shares which are freely tradeable to the same extent as if the
shares had been the subject of a registration for resale of such shares as
otherwise provided herein ("Registered Shares") provided such exchange
registration is permitted under the Securities Act. If the Company elects
alternative (ii), each Shareholder who has elected to have his shares
registered agrees to exchange Registrable Shares for Registered Shares.
(b) Amendments. Prepare and file with the Commission such
amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration
statement, and furnish such copies thereof to the Holders.
(c) Prospectus. Furnish to the Holders such numbers of copies
of a prospectus, including a preliminary prospectus, and any
post-effective amendments in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in
order to facilitate the disposition of Registrable Shares owned by them,
and cause all related filings to be made with the Commission as required
by Rule 424.
(d) Blue Sky Qualification. Register and qualify the
Registrable Shares covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such
states or jurisdictions.
(e) Prospectus Delivery. Promptly notify each Holder of
Registrable Shares covered by the registration statement at any time when
the Company becomes aware of the happening of any event as a result of
which the registration statement or the prospectus included in such
registration statement or any supplement to the prospectus (as then in
effect) contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements therein (in the case of
the prospectus, in light of the circumstances under which they were made)
not misleading or, if for any other reason it shall be necessary during
such time period to amend or supplement the registration statement or the
-4-
Page 24 of 41
<PAGE>
prospectus in order to comply with the Securities Act, whereupon, in
either case, each Holder shall immediately cease to use such registration
statement or prospectus for any purpose and, as promptly as practicable
thereafter, the Company shall promptly prepare and file with the
Commission, and furnish without charge to the Holders, a supplement or
amendment to such registration statement or prospectus which will correct
such statement or omission or effect such compliance and such copies
thereof as the Holders may reasonably request.
(f) Suspensions. The Company shall use its reasonable best
efforts to obtain the withdrawal of any order suspending the effectiveness
of a Registration Statement, or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction.
(g) Additional Information. The Company shall if requested by
the Holders of a majority of the Registrable Securities being sold, (i)
promptly incorporate in a Prospectus supplement or post-effective
amendment such information as such Holders reasonably agree should be
included therein as may be required by applicable law, (ii) make all
required filings of such Prospectus supplement or such post-effective
amendment as soon as the Company has received notification of the matters
to be incorporated in such Prospectus supplement or post-effective
amendment, and (iii) supplement or make amendments to any Registration
Statement; provided, however, that the Company shall not be required to
take any actions under this Section that are not, in the opinion of
counsel for the Company, in compliance with or required by applicable law.
(h) Certificates. The Company shall cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold,
which certificates shall not bear any restrictive legends.
(i) Earnings Statements. The Company shall comply with all
applicable rules and regulations of the SEC and make generally available
to its securitiyholders earnings statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any
similar rule promulgated under the Securities Act).
4. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with
respect to the Registrable Shares of any Holder that such Holder (i) shall
furnish to the Company such information regarding itself, the Registrable Shares
-5-
Page 25 of 41
<PAGE>
held by it, and the intended method of disposition of such securities as shall
be required to effect the registration of such Holder's Registrable Shares and
(ii) shall agree in writing to observe all obligations applicable to a "Holder"
under this Agreement.
5. Delay of Registration. No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
6. Indemnification. In the event any Registrable Shares are included
in a registration statement under this Agreement:
(a) Indemnification by the Company. To the fullest extent
permitted by law, the Company will indemnify and hold harmless each
Holder, any underwriter (as defined in the Securities Act) for such Holder
and each person, if any, who controls such Holder or underwriter within
the meaning of the Securities Act or the Exchange Act, against any losses,
claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act, or other
federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon
any of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, or any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act, or any state
securities law, and the Company will pay to each such Holder, director,
underwriter or controlling person, as incurred, any legal or other
expenses reasonably incurred by one law firm retained by them, plus
appropriate local counsel in connection with investigating or defending
any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this Section 6(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of
the Company (which consent shall not be unreasonably withheld), nor shall
the Company be liable in any such case for any such loss, claim, damage,
liability, or action to which any Holder, underwriter or controlling
person may become subject to the extent that it arises out of or is based
upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by such Holder, underwriter or controlling person. This right
-6-
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<PAGE>
to indemnification shall remain in full force and effect notwithstanding
any investigation made by or on behalf of such Holder or underwriter and
shall survive the transfer of such securities by such Holder.
(b) Indemnification by Holder. To the fullest extent permitted
by law, each Holder severally, but not jointly, will indemnify and hold
harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act, any
underwriter, each other Holder and any controlling person of any such
underwriter or other Holder against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons may
become subject, under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon
any Violation, in each case to the extent (and only to the extent) that
such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with
such registration; provided, however, that the indemnity agreement
contained in this Section 6(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; provided, further, that in no event
shall any indemnity under this Section 6(b) exceed the net proceeds from
the offering received by such Holder.
(c) Procedures. Promptly after receipt by an indemnified party
under this Section 6 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party
under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to
assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party (together with all
other indemnified parties which may be represented without conflict by one
counsel) shall have the right to retain one separate counsel (plus
appropriate local counsel), with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and
any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if prejudicial in
any material respect to its ability to defend such action, shall to the
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<PAGE>
extent prejudicial relieve such indemnifying party of any liability to the
indemnified party under this Section 6, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under
this Section 6.
(d) Contribution. If the indemnification provided for in this
Section 6 from the indemnifying party is unavailable to an indemnified
party hereunder in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and
the indemnified parties on the other in connection with the actions which
resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact, has been made by,
or related to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action;
provided, however, that in no event shall the liability of any selling
Holder hereunder be greater in amount than the difference between the
dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Shares giving rise to such contribution obligation and all
amounts previously contributed by such Holder with respect to such losses,
claims, damages, liabilities and expenses. The amount paid or payable to a
party as a result of the losses, claims damages, liabilities and expenses
referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by
pro rata allocation or by any other method of allocation which does not
take into account the equitable considerations referred to in the
immediately preceding paragraph. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.
(e) Survival. The obligations of the Company and Holders under
this Section 6 shall survive the completion of any offering of Registrable
Shares in a registration statement under this Agreement, and otherwise.
-8-
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<PAGE>
7. Reports Under Exchange Act. With a view to making available to
the Holders the benefits of Rule 144 promulgated under the Securities Act and
any other rule or regulation of the Commission that may at any time permit a
Holder to sell securities of the Company to the public without registration
generally, the Company agrees to use reasonable commercial efforts to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144;
(b) file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and
the Exchange Act; and
(c) furnish to any Holder, so long as the Holder owns any
Registrable Shares, promptly upon request (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144,
the Securities Act and the Exchange Act, (ii) a copy of the most recent
annual and/or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may
be reasonably requested in availing any Holder of any rule or regulation
of the Commission which permits the selling of any Registrable Shares
without registration or pursuant to such form.
8. Amendment of Registration Rights. Any provision of this Agreement
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively only with the
written consent of the Company and the holders of eighty-five percent (85%) of
the Registrable Shares then outstanding. Any amendment or waiver effected in
accordance with this Section 8 shall be binding upon each Holder of any
Registrable Shares then outstanding, each future holder of all such Registrable
Shares and the Company.
9. Right to Defer. Notwithstanding any other provision hereof, if
the Company shall furnish to the Holders requesting a registration pursuant to
this Section 9 a certificate signed by an officer of the Company stating that in
the opinion of counsel to the Company it would be detrimental to the Company for
such registration to be filed (or the effectiveness of any then effective
Registration Statement to be continued) and it is therefore necessary to defer
the filing or suspend the effectiveness of such registration, the Company shall
have the right to defer such filing or suspend such effectiveness for a period
of not more than sixty (60) days after receipt of the request of the Holders;
provided, however, that the Company may not utilize this right more than twice
in any twelve month period.
-9-
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<PAGE>
10. Restrictions on Public Sale by Holders. Notwithstanding anything
contained herein, each Holder of Registrable Securities agrees not to effect any
public sale or distribution of any Registrable Securities being registered
except for during the period beginning three (3) business days after the release
of each of the Company's quarterly earnings announcements and continuing for
thirty (30) days thereafter.
11. Termination. The rights provided in this Agreement shall
terminate on the first anniversary of the effective date of this Agreement.
12. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED
AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
15. Negotiation of Agreement. Each of the parties acknowledges that
it has been represented by independent counsel of its choice throughout all
negotiations that have preceded the execution of this Agreement and that it has
executed the same with consent and upon the advice of said independent counsel.
Each party and its counsel cooperated in the drafting and preparation of this
Agreement and the documents referred to herein, and any and all drafts relating
thereto shall be deemed the work product of the parties and may not be construed
against any party by reason of its preparation. Accordingly, any rule of law or
any legal decision that would require interpretation of any ambiguities in this
Agreement against the party that drafted it is of no application and is hereby
expressly waived. The provisions of this Agreement shall be interpreted in a
reasonable manner to effect the intentions of the parties and this Agreement.
16. Notices. Any notice, request, instruction or other document to
be given hereunder by any party hereto to another party hereto shall be in
writing, shall be deemed to have been duly given or delivered when delivered
personally or telecopied (receipt confirmed, with a copy sent by reputable
overnight courier), or one business day after delivery to a reputable overnight
courier, postage prepaid, to the address of the party set forth below such
person's signature on this Agreement or to such address as the party to whom
notice is to be given may provide in a written notice to each of the other
-10-
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<PAGE>
parties to this Agreement, a copy of which written notice shall be on file with
the Secretary of the Company.
17. Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms to the fullest extent permitted by law.
18. Further Assurances. Each of the parties shall, without further
consideration, use reasonable efforts to execute and deliver such additional
documents and take such other action as the other parties, or any of them may
reasonably request to carry out the intent of this Agreement and the
transactions contemplated hereby.
19. Transfer of Assignment of Registration Rights. The rights to
cause the Company to register Registrable Securities may be transferred or
assigned by a Holder to a transferee of all of the Holder's Registrable Shares
or, if the Holder reimburses the Company for all costs related to such transfer
and registration of the Registrable Shares held by such transferee, to a
transferee of at least twenty-five percent (25%) of such Holder's Registrable
Shares; provided, that, in either case, the Company is given written notice at
the time of said transfer or assignment, stating the name and address of the
transferee or assignee and identifying the securities with respect to which such
registration rights are being transferred or assigned, and provided further that
the transferee or assignee of such rights assumes the obligations of such Holder
hereunder
20. Successors and Assigns. This Agreement shall be binding upon,
and all rights hereto shall inure to the benefit of, the parties hereto, and
their respective successors and permitted assigns.
21. Entire Agreement. This Agreement embodies the entire agreement
and understanding of the parties hereto in respect of the actions and
transactions contemplated by this Agreement. There are no restrictions,
promises, inducements, representations, warranties, covenants or undertakings
with regard to the registration of the Company's capital stock pursuant to the
Securities Act, other than those expressly set forth or referred to in this
Agreement.
22. Recapitalizations, etc. The provisions of this Agreement
(including any calculation of share ownership) shall apply, to the full extent
set forth herein with respect to the Registrable Shares, to any and all shares
of capital stock of the Company or any capital stock, partnership units or, any
other security evidencing ownership interests in any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) that may
be issued in respect of, in exchange for, or in substitution of the Common Stock
-11-
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<PAGE>
by reason of any stock dividend, split, combination, recapitalization,
liquidation, reclassification, merger, consolidation or otherwise.
23. Third Party Beneficiary. Each of the Shareholders and each
Holder shall be a third party beneficiary of this Agreement.
24. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
(Signature Pages Follow)
-12-
Page 32 of 41
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
NORTHROP GRUMMAN CORPORATION
By: /s/ ALBERT F. MYERS
---------------------------
Albert F. Myers
Address:
1840 Century Park East
Los Angeles, California 90067-2199
Attention: Office of the General Counsel
Telecopier: (310) 556-4556
DATA PROCUREMENT CORPORATION,
INC., d.b.a. DPC TECHNOLOGIES
By: /s/ PAT STOUT
---------------------------
Pat Stout
Address:
8027 Laurel Lakes Court
Laurel, Maryland 20702
Attention: Patricia Stout
Telecopier: (301) 623-2000
SHAREHOLDERS:
/s/ PAT STOUT
---------------------------------
PATRICIA W. STOUT REVOCABLE TRUST
Address:
13380 W. Polo Rd. #104A
Wellington, FL. 33414
Telecopier: 561-791-9702
S-1
Page 33 of 41
<PAGE>
/s/ JON M. STOUT
---------------------------------
JON M. STOUT REVOCABLE TRUST
Address:
13380 W. Polo Rd. #104A
Wellington, Fl. 33414
Telecopier:561-795-9702
Mary B. Hikok, Vice President, Wilmington
Trust Co., Inc.
---------------------------------
STOUT DYNASTIC TRUST
Address:
Rodney Square North
Wilmington, DE 19899
Telecopier:302-651-1958
/s/ SHAWNA STOUT
---------------------------------
SHAWNA STOUT
Address:
13380 West Polo Rd. #104A
Wellington, Fl. 33414
Telecopier:561-791-9702
/s/ MARCUS STOUT
---------------------------------
MARCUS STOUT
Address:
13380 West Polo Rd. #104A
Wellington, Fl. 33414
Telecopier:561-791-9702
S-2
Page 34 of 41
<PAGE>
/s/ FRANK DERWIN
---------------------------------
FRANK DERWIN
Address:
216 Rock Ridge Rd.
Millersville, MD 21108
Telecopier:410-544-1247
S-3
Page 35 of 41
<PAGE>
Exhibit A
REGISTRATION RIGHTS AGREEMENT JOINDER
-------------------------------------
As of the date set forth below, the undersigned is acquiring from
_________________ _____ shares of the Common Stock (the "Shares"), of Northrop
Grumman Corporation (the "Company"). By execution of this Registration Rights
Agreement Joinder, the undersigned, as successor to ________________ in respect
of the Shares, shall be deemed to be a party to that certain Registration Rights
Agreement, dated as of _________ __, 1999, by and among the Company and the
Shareholders (the "Registration Rights Agreement"). Pursuant to Section 18 of
the Registration Rights Agreement, the undersigned, as successor to
____________________, in respect of the Shares, shall have all rights, and shall
observe all the obligations, applicable to a "Holder" under such Registration
Rights Agreement.
Name:
Address for Notices: with copies to:
----------------------------
By:__________________________
Name:
Title:
Date:
S-4
Page 36 of 41
<PAGE>
EXHIBIT 5.1
-----------
[Letterhead of Sheppard, Mullin, Richter & Hampton LLP]
August 20, 1999
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
Re: Registration Statement on Form S-3
----------------------------------
Dear Ladies and Gentlemen:
As special counsel for Northrop Grumman Corporation, a Delaware
corporation ("Northrop Grumman"), in connection with Northrop Grumman's
Registration Statement on Form S-3 (the "Registration Statement"), registering a
maximum of 457,926 shares of Northrop Grumman's common stock, $1.00 par value
(the "Shares"), to be sold on behalf of certain holders thereof (the
"Offering"), we have been requested to render this opinion.
For the purpose of rendering the opinion set forth herein, we have
been furnished with and examined only the following documents:
1. The Certificate of Incorporation of Northrop Grumman,
certified by the Delaware Secretary of State as
of August 17, 1999;
2. The Bylaws of Northrop Grumman, certified by the Assistant
Secretary of Northrop Grumman;
3. The Registration Statement; and
4. Records of the meetings of the Board of Directors of Northrop
Grumman pertaining to the Offering.
Page 37 of 41
<PAGE>
Northrop Grumman Corporation
August 20, 1999
Page 2
With respect to all of the foregoing documents, we have assumed,
without investigation, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as certified or reproduced copies. We also have
obtained from the officers of Northrop Grumman such advice as to such factual
matters as we consider necessary for the purpose of this opinion, and insofar as
this opinion is based on such matters of fact, we have relied on such advice. We
express no opinion as to the statistical information and the financial
statements, the notes thereto and related schedules and other financial data
included, or documents incorporated by reference, in the Registration Statement.
Based on the foregoing, subject to the assumptions, limitations and
exceptions set forth herein, we are of the opinion that the Shares to be sold in
the Offering are duly authorized, validly issued, fully paid and nonassessable.
Our opinion expressed herein is limited to those matters expressly
set forth herein, and no opinion may be implied or inferred beyond the matters
expressly stated herein. We hereby disclaim any obligation to notify any person
or entity after the date hereof if any change in fact or law should change our
opinion with respect to any matter set forth in this letter.
This opinion is limited to the Delaware General Corporation Law and
the Securities Act of 1933, as amended, to present judicial interpretations
thereof and to facts as they presently exist. In rendering this opinion, we have
no obligation to revise or supplement it should such laws be changed by
legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Validity of
Common Stock" in the prospectus which is part of the Registration Statement.
Very truly yours,
/s/ Sheppard, Mullin, Richter & Hampton LLP
Page 38 of 41
<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-3 of our report dated March
22, 1999, appearing in the Annual Report on Form 10-K of Northrop Grumman
Corporation for the year ended December 31, 1998 and to the reference to us
under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
Los Angeles, California
August 19, 1999
Page 39 of 41
<PAGE>
EXHIBIT 24.1
------------
POWER OF ATTORNEY
FILING OF REGISTRATION STATEMENT ON FORM S-3
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of NORTHROP GRUMMAN CORPORATION, a Delaware corporation, (the
"Corporation") does hereby nominate and appoint RICHARD B. WAUGH, JR., RICHARD
R. MOLLEUR and JOHN H. MULLAN, and each of them acting or signing singly, as his
or her agents and attorneys-in-fact (the "Agents"), in his or her respective
name and in the capacity or capacities indicated below to execute and/or file
(1) a registration statement on Form S-3 under the Securities Act of 1933, as
amended, (the "Act"), in connection with the registration, offer and sale under
the Act of shares of Common Stock of this Corporation held by the former
stockholders of Data Procurement Corporation, Inc. ("DPC") in connection with
the Corporation's acquisition of DPC; and (2) any one or more amendments to any
part of the foregoing registration statement, including any post-effective
amendments or appendices or supplements that may be required to be filed under
the Act to keep such registration statement effective or to terminate its
effectiveness.
Further, the undersigned do hereby authorize and direct the said agents and
attorneys-in-fact to take any and all actions and execute and file any and all
documents with the Securities and Exchange Commission (the "SEC"), or state
regulatory agencies, necessary, proper or convenient in their opinion to comply
with the Act and the rules and regulations or orders of the SEC, or state
regulatory agencies, adopted or issued pursuant thereto, including the making of
any requests for acceleration of the effective date of said registration
statement, to the end that the registration statement of the Corporation shall
become effective under the Act and any other applicable law.
Finally, each of the undersigned does hereby ratify, confirm and approve each
and every act and document which the said appointed agents and attorneys-in-fact
may take, execute or file pursuant thereto with the same force and effect as
though such action had been taken or such documents had been executed or filed
by the undersigned respectively.
-1-
Page 40 of 41
<PAGE>
This Power of Attorney shall remain in full force and effect until revoked or
superseded by written notice filed with the SEC.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this
18th day of August, 1999.
/s/ Kent Kresa Chairman of the Board, President and Chief
_____________________________ Executive Officer and Director (Principal
Kent Kresa Executive Officer)
/s/ Jack R. Borsting Director
_____________________________
Jack R. Borsting
/s/ John T. Chain, Jr. Director
_____________________________
John T. Chain, Jr.
/s/ Jack Edwards Director
_____________________________
Jack Edwards
/s/ Phillip Frost Director
_____________________________
Phillip Frost
/s/ Robert A. Lutz Director
_____________________________
Robert A. Lutz
/s/ Aulana L. Peters Director
_____________________________
Aulana L. Peters
/s/ John E. Robson Director
_____________________________
John E. Robson
/s/ Richard M. Rosenberg Director
_____________________________
Richard M. Rosenberg
/s/ John Brooks Slaughter Director
_____________________________
John Brooks Slaughter
/s/ Richard J. Stegemeier Director
_____________________________
Richard J. Stegemeier
Corporate Vice President and Chief Financial
_____________________________ Officer (Principal Financial Officer)
Richard B. Waugh, Jr.
Corporate Vice President and Controller
_____________________________ (Principal Accounting Officer)
Nelson F. Gibbs
-2-
Page 41 of 41
