<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
52-1893632
(I.R.S. Employee Identification No.)
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6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
Marian S. Block
Vice President and Associate General Counsel
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)
-----------------------------
Copies to:
Glenn C. Campbell
King & Spalding
1730 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-4706
(202) 626-2388
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement is declared effective.
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, please 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. [X] 333-71409
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. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Title of each class of maximum offering Proposed maximum
Securities to be Amount to be price aggregate offering Amount of
registered Registered (1)(2) per unit (3) price(3) registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities........ $500,000,000 100% $500,000,000 $139,000
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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(1) In United States dollars or the equivalent thereof in other currencies
or composite currencies on the basis of exchange rates in effect on the
date an agreement to sell the applicable Debt Securities is entered into
by the Registrant.
(2) Or, if any Debt Securities are issued at an original issue discount,
such greater amount as may result in an aggregate offering price of
$500,000,000.
(3) Estimated solely for purposes of calculating the registration fee.
_______________________
The Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933, as
amended.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed to register additional Debt
Securities of Lockheed Martin Corporation, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3, as amended, filed by Lockheed Martin Corporation with the
Securities and Exchange Commission (Registration No. 333-71409) pursuant to the
Securities Act of 1933, are incorporated by reference into this Registration
Statement.
PART II
INFORMATION NOT REQUIRED PROSPECTUS
EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-71409 are incorporated by reference into, and shall be deemed
a part of, this Registration Statement, except the following which are filed
herewith or specifically incorporated by reference herein from Registration
Statement No. 333-71409.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 -- Opinion of King & Spalding.
23.1 -- Consent of Ernst & Young LLP, Independent Auditors.
23.2 -- Consent of King & Spalding (included in its opinion filed as Exhibit 5.1 hereto).
24.1 -- Powers of Attorney. (1)
</TABLE>
(1) Included as Exhibit 24.1 in the Registration Statement on Form S-3
(Registration No. 333-71409) filed with the Commission on January 22,
1999.
<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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, State of Maryland, the 18th day of
November, 1999.
LOCKHEED MARTIN CORPORATION
By: /s/ Marian S. Block
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Marian S. Block
Vice President and Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vance D. Coffman Chairman and Chief Executive November 18, 1999
-----------------------------------
Vance D. Coffman Officer (Principal
Executive Officer)
/s/ Robert J. Stevens Executive Vice President and November 17, 1999
-----------------------------------
Robert J. Stevens Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
The Registration Statement also has been signed on the date indicated
by the following directors, who constitute a majority of the Board of Directors:
Norman R. Augustine* Caleb B. Hurtt*
Marcus C. Bennett* Gwendolyn S. King*
Lynne V. Cheney* Eugene F. Murphy*
Vance D. Coffman* Frank Savage*
Houston I. Flournoy* Carlisle A.H. Trost*
James F. Gibbons* James R. Ukropina*
Edward E. Hood, Jr.* Douglas C. Yearley*
*By: /s/ Frank H. Menaker, Jr. November 18, 1999
--------------------------------
Frank H. Menaker, Jr.
(As Attorney-in-fact)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5.1 -- Opinion of King & Spalding.
23.1 -- Consent of Ernst & Young LLP, Independent Auditors.
23.2 -- Consent of King & Spalding (included in its opinion filed as Exhibit 5.1 hereto).
24.1 -- Powers of Attorney. (1)
</TABLE>
(1) Included as Exhibit 24.1 in the Registration Statement on Form S-3
(File No. 333-71409) filed with the Commission on January 22, 1999.
<PAGE>
Exhibit 5.1
[King & Spalding Letterhead]
November 18, 1999
Re: Lockheed Martin Corporation: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Lockheed Martin Corporation, a Maryland
corporation (the "Corporation"), in connection with the proposed issuance and
sale from time to time of up to $3,000,000,000 aggregate principal amount of the
Corporation's Debt Securities pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Act"). The $3,000,000,000 of Debt Securities covered by
this opinion includes (1) $500,000,000 of Debt Securities covered by a
Registration Statement on Form S-3 (the "Rule 462(b) Registration Statement")
filed by the Corporation with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 462(b) under the Act and (2) $2,500,000,000 of
Debt Securities currently available for issuance under the Registration
Statement on Form S-3 previously filed by the Corporation with the Commission on
March 24, 1999 (File No. 333-71409) (the "Original Registration Statement"), to
which the Rule 462(b) Registration Statement relates. In our capacity as counsel
to the Corporation, we have reviewed the Charter and Bylaws of the Corporation,
the form of Indenture to be entered into by and between the Corporation and U.S.
Bank Trust, National Association (the "Trustee") (as supplemented or modified by
the Trust Indenture Act of 1939, collectively, the "Indenture"), the Rule 462(b)
Registration Statement including the exhibits thereto, the Original Registration
Statement including the exhibits thereto, the corporate proceedings of the
Corporation relating to the authorization of the issuance of the Debt Securities
and such certificates and other documents as we deemed necessary or advisable
for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Debt Securities,
when duly authorized and executed in accordance with the terms of the
resolutions adopted by the Board of Directors of the Corporation and the terms
of the Indenture, authenticated by the Trustee in accordance with the terms of
the Indenture and issued and delivered against payment therefor, will be legally
issued and will constitute valid and binding obligations of the Corporation
entitled to the benefits of the Indenture.
<PAGE>
Lockheed Martin Corporation
November 18, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Rule 462(b) Registration Statement and to the reference to us under the heading
"Validity of the Debt Securities." In giving our consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ King & Spalding
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 of Lockheed Martin Corporation for the
registration of $500 million of debt securities, as such section is incorporated
by reference from the Registration Statement on Form S-3 (File No. 333-71409),
and to the incorporation by reference therein of our report dated January 22,
1999, except for the third paragraph of Note 4, as to which the date is February
11, 1999, with respect to the consolidated financial statements of Lockheed
Martin Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
November 15, 1999
