<PAGE>
As filed with the Securities and Exchange Commission on February 28, 1994.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
MARTIN MARIETTA CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1801551
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6801 Rockledge Drive
Bethesda, Maryland 20817
(Address of principal executive offices)
--------------------
Martin Marietta Corporation
Performance Sharing Plan for
Puerto Rico Employees
(Full title of the plan)
--------------------
Frank H. Menaker, Jr.
Vice President and General Counsel
Martin Marietta Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered(*) registered(*) per share(*) offering price(*) registration fee(**)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
Common Stock, par
value $1.00 per share.. 70,000 $46.00 $3,220,000 $1,110.90
</TABLE>
- --------------------------------------------------------------------------------
(*) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the plan described herein.
(**) Computed, pursuant to Rule 457, solely for the purpose of calculating the
registration fee.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant or the Plan with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 filed with the Commission on February 28, 1994.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any amendment or report filed for the purpose of updating such
descriptions;
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which removes from registration all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The Opinion of Counsel as to the legality of the securities being
issued (constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant. Counsel rendering such opinion is not eligible to
participate in the Plan.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Maryland General Corporation Law authorizes Maryland corporations
to limit the liability of directors and officers to the Corporation and its
stockholders for money damages except (i)
-1-
<PAGE>
to the extent that it is proved that the director or officer actually received
an improper benefit or profit in money, property or services, for the amount of
the benefit or profit actually received, (ii) to the extent that a judgment or
other final adjudication adverse to the director or officer is entered in a
proceeding based on a finding in the proceeding that the director's or officer's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding, or (iii)
in respect of certain other actions not applicable to the Corporation. The
Charter of the Corporation limits the liability of directors and officers of the
Corporation to the fullest extent permitted by the Maryland General Corporation
Law.
The Maryland General Corporation Law also authorizes the Corporation
to indemnify present and past directors and officers of the Corporation or any
such person who is or was serving at the request of the Corporation as an
officer, director or employee of another Corporation (including service with
respect to employee benefit plans) against judgements, penalties, fines,
settlements and reasonable expenses (including attorney's fees) actually
incurred in connection with any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation in respect of which the
director or officer is adjudged to be liable to the Corporation) in which they
are made parties by reason of being or having been directors or officers unless
it is established that (i) the act or omission of the director or officer was
material to the cause of action adjudicated and was committed in bad faith or
was the result of active and deliberate dishonesty, (ii) the director or officer
actually received an improper personal benefit in money, property or services,
or (iii) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. The Maryland
General Corporation Law also provides that, unless limited by the Corporation's
Charter, the Corporation shall indemnify present and past directors and officers
of the Corporation who are successful, on the merits or otherwise, in the
defense of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, against reasonable
expenses (including attorney's fees) incurred in connection with the proceeding.
The Charter of the Corporation provides for indemnification of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law, and the Corporation's directors and officers are covered by
certain insurance policies maintained by the Corporation.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
-2-
<PAGE>
Item 8. Exhibits.
--------
5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young.
23-B. Consent of KPMG Peat Marwick.
23-C. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof).
25. Powers of Attorney.
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;
(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 subparagraphs (1)(i) and (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.
-3-
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MARTIN MARIETTA CORPORATION
Date: February 25, 1994 By: /s/ Frank H. Menaker, Jr.
---------------------
Frank H. Menaker, Jr.
Vice President and
General Counsel
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Norman R. Augustine Chairman of the February 25, 1994
------------------- Board, Chief
Norman R. Augustine* Executive Officer
/s/ Marcus C. Bennett Director, Vice February 25, 1994
----------------- President, Chief
Marcus C. Bennett* Financial and
Chief Accounting
Officer
/s/ Lamar Alexander Director February 25, 1994
---------------
Lamar Alexander*
/s/ John J. Byrne Director February 25, 1994
-------------
John J. Byrne*
/s/ A. James Clark Director February 25, 1994
--------------
A. James Clark*
/s/ Edwin I. Colodny Director February 25, 1994
----------------
Edwin I. Colodny*
/s/ James L. Everett, III Director February 25, 1994
---------------------
James L. Everett, III*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edward L. Hennessy, Jr. Director February 25, 1994
-----------------------
Edward L. Hennessy, Jr.*
/s/ Edward E. Hood, Jr. Director February 25, 1994
-------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director February 25, 1994
--------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director February 25, 1994
-----------------
Gwendolyn S. King*
/s/ Melvin R. Laird Director February 25, 1994
----------------
Melvin R. Laird*
/s/ Gordon S. Macklin Director February 25, 1994
-----------------
Gordon S. Macklin*
/s/ Eugene F. Murphy Director February 25, 1994
----------------
Eugene F. Murphy*
/s/ Allen E. Murray Director February 25, 1994
---------------
Allen E. Murray*
/s/ John W. Vessey, Jr. Director February 25, 1994
-------------------
John W. Vessey, Jr.*
/s/ A. Thomas Young Director February 25, 1994
---------------
A. Thomas Young*
</TABLE>
*By: /s/ Stephen M. Piper February 25, 1994
----------------
(Stephen M. Piper, Attorney-in-fact**)
_____________________
**By authority of Powers of Attorney filed with this Registration
Statement on Form S-8.
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- --------- ----------- ----
<S> <C> <C>
5 Opinion of Stephen M. Piper, Esquire. 8
23-A Consent of Ernst & Young. 9
23-B Consent of KPMG Peat Marwick. 10
23-C Consent of Stephen M. Piper, Esquire
(contained in Exhibit 5 hereof).
25 Powers of Attorney. 11
</TABLE>
<PAGE>
EXHIBIT 5
---------
28 February 1994
HAND DELIVERED
- --------------
Martin Marietta Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Martin Marietta Corporation Performance
Sharing Plan for Puerto Rico Employees
Ladies and Gentleman:
I submit this opinion letter to you in connection with the
registration statement on Form S-8 (the "Registration Statement") being filed
with the Securities and Exchange Commission on the date hereof. The
Registration Statement registers shares of common stock of the Martin Marietta
Corporation ("Corporation") for use in connection with the Martin Marietta
Corporation Performance Sharing Plan for Puerto Rico Employees ("Plan"). The
Plan contemplates that such common stock may be treasury or authorized but
unissued common stock or may be acquired in the open market. As Assistant
General Counsel of the Corporation, I have examined such corporate records,
certificates and other documents and have reviewed such questions of law as I
deemed necessary or appropriate for the purposes of this opinion.
Based upon that examination and review, I advise you that in my
opinion:
(1) the Corporation has been duly incorporated and is a validly existing
corporation under the laws of the State of Maryland, and
(2) to the extent that the operation of the Plan results in the issuance
of common stock, such shares of common stock have been duly and validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my opinion in the Registration
Statement.
Very truly yours,
Stephen M. Piper
<PAGE>
EXHIBIT 23-A
------------
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 to be filed on or about February 28, 1994, pertaining to the Martin
Marietta Corporation Performance Sharing Plan for Puerto Rico Employees of our
report dated January 21, 1994, with respect to the financial statements of
Martin Marietta Corporation and consolidated subsidiaries incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31, 1993
and the related financial statement schedules included therein; filed with the
Securities and Exchange Commission.
ERNST & YOUNG
Washington, D.C.
February 23, 1994
<PAGE>
EXHIBIT 23-B
------------
CONSENT OF KPMG PEAT MARWICK, INDEPENDENT AUDITORS
The Board of Directors
General Electric Company:
The Board of Directors
Martin Marietta Corporation:
We consent to the incorporation by reference in this Registration Statement
relating to the Martin Marietta Corporation Performance Sharing Plan for Puerto
Rico Employees on Form S-8 of Martin Marietta Corporation of our report, dated
February 3, 1993, on the consolidated financial statements of GE Aerospace
Businesses as of December 31, 1992 and 1991 and each of the years for the two-
year period ended December 31, 1992, which report is incorporated by reference
in the December 31, 1993 Annual Report on Form 10-K of Martin Marietta
Corporation which is incorporated herein by reference.
KPMG PEAT MARWICK
Philadelphia, Pennsylvania
February 23, 1994
<PAGE>
EXHIBIT 25
----------
Powers of Attorney
------------------
[To Be Provided]
