<PAGE>
Registration No. 333-44671
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 3760 52-1893632
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or organization) Industrial Identification No.)
Classification
Code Number)
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
301-897-6000
(Name, address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------------------
STEPHEN M. PIPER, ESQUIRE
ASSOCIATE GENERAL COUNSEL
AND ASSISTANT SECRETARY
LOCKHEED MARTIN 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)
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<PAGE>
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-4 (Registration No. 333-44671) (the "Registration Statement") is being filed
by Lockheed Martin Corporation ("Lockheed Martin") for the purpose of removing
from registration shares of Lockheed Martin Common Stock, par value $1.00 per
share ("Lockheed Martin Common Stock"), that will not be issued under the
Registration Statement.
On July 3, 1997, Lockheed Martin and Northrop Grumman Corporation
("Northrop Grumman") issued a joint press release announcing that they had
entered into an Agreement and Plan of Merger dated as of July 2, 1997 (the
"Merger Agreement"). The Merger Agreement provided for the merger (the
"Merger") of a wholly-owned subsidiary of Lockheed Martin with and into Northrop
Grumman, with Northrop Grumman surviving as a wholly-owned subsidiary of
Lockheed Martin.
On January 22, 1998, Lockheed Martin filed the Registration Statement to
register 86,028,440 shares of Lockheed Martin Common Stock for use in connection
with the Merger. On February 26, 1998, the Lockheed Martin stockholders and the
Northrop Grumman stockholders approved the transaction.
Clause (a) of Section 7.2 of the Merger Agreement provided generally that
the Merger Agreement could be terminated and the Merger abandoned by action of
the Board of Directors of either Lockheed Martin or Northrop Grumman if the
Merger had not been consummated by March 31, 1998. On July 16, 1998, at a
special meeting of the Board of Directors of Lockheed Martin, the Board of
Directors, acting pursuant to clause (a) of Section 7.2 of the Merger Agreement,
terminated the Merger Agreement and abandoned the Merger.
None of the shares of Lockheed Martin Common Stock registered on the
Registration Statement were issued, nor will any of such shares be issued, due
to the termination of the Merger Agreement and abandonment of the Merger.
Accordingly, 86,028,440 shares of Lockheed Martin Common Stock are hereby
removed from registration.
<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-4 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 333-44671 on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the County of
Montgomery, State of Maryland and on the date indicated below.
LOCKHEED MARTIN CORPORATION
Date: October 26, 1998 By: /s/STEPHEN M. PIPER
-------------------
Stephen M. Piper
Associate General Counsel
and Assistant Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 333-44671 on
Form S-4 has been signed by the following persons in the capacities and the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- ----------------------------- ----------------------------------
<S> <C> <C>
/s/Vance D. Coffman Chairman and Chief October 26, 1998
------------------------ Executive Officer
Vance D. Coffman* (Principal Executive Officer)
/s/Marcus C. Bennett Executive Vice October 26, 1998
------------------------ President, Chief
Marcus C. Bennett* Financial Officer
and Director
(Principal Financial Officer)
/s/Todd J. Kallman Chief Accounting Officer October 26, 1998
------------------------
Todd J. Kallman*
/s/Norman R. Augustine Director October 26, 1998
------------------------
Norman R. Augustine*
/s/Lynne V. Cheney Director October 26, 1998
------------------------
Lynne V. Cheney*
/s/Houston I. Flournoy Director October 26, 1998
------------------------
Houston I. Flournoy*
/s/James F. Gibbons Director October 26, 1998
------------------------
James F. Gibbons*
/s/Edward E. Hood, Jr. Director October 26, 1998
------------------------
Edward E. Hood, Jr.*
/s/Caleb B. Hurtt Director October 26, 1998
------------------------
Caleb B. Hurtt*
/s/Gwendolyn S. King Director October 26, 1998
------------------------
Gwendolyn S. King*
/s/Vincent N. Marafino Director October 26, 1998
------------------------
Vincent N. Marafino*
/s/Eugene F. Murphy Director October 26, 1998
------------------------
Eugene F. Murphy*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Allen E. Murray Director October 26, 1998
------------------------
Allen E. Murray*
/s/Frank Savage Director October 26, 1998
------------------------
Frank Savage*
/s/Peter B. Teets Director October 26, 1998
------------------------
Peter B. Teets*
/s/Daniel M. Tellep Director October 26, 1998
------------------------
Daniel M. Tellep*
/s/Carlisle A.H. Trost Director October 26, 1998
------------------------
Carlisle A.H. Trost*
/s/James R. Ukropina Director October 26, 1998
------------------------
James R. Ukropina*
/s/Douglas C. Yearley Director October 26, 1998
------------------------
Douglas C. Yearley*
</TABLE>
*By: /s/ STEPHEN M. PIPER
------------------------------------
(Stephen M. Piper, Attorney-in-fact)
