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As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
___________________
Maryland 52-11893632
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Address of principal executive offices)
COMSAT Corporation Savings and Profit-Sharing Plan
(Full title of the plan)
______________
Marian S. Block, Esquire
Vice President and Associate General Counsel
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Name and address and telephone number, including area code, of agent for
service)
___________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered/(1)/ per share price fee
----------------------- ----------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value 1,000,000 shares $27.96875/(2)/ $27,968,750/(2)/ $7,384/(2)/
Interests in the Plan ----- ----- ----- ------
---------------------------------------------------------------------------------------------
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(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, and pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the "Securities Act"), an indeterminate number of plan
interests to be offered or sold pursuant to the COMSAT Corporation Savings and
Profit-Sharing Plan (the "Plan") by reason of certain events specified in the
Plan.
(2) Pursuant to Rule 457(h) of the Securities Act, the maximum offering price,
per share and in the aggregate, and the registration fee were calculated based
upon the average of the high and low prices of the Common Stock on July 31,
2000, as reported on the New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 6.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities Act Rule 428(b)(1). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Securities Act Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Registrant to which this
Registration Statement relates with the Commission are incorporated by reference
and made a part hereof:
(a) The Post-Effective Amendment No.3 to Registrant's Registration
Statement on Form S-4 on Form S-8 relating to the Plan filed with the
Commission on August 3, 2000 (file number 333-78279).
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
registered hereby 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 8. Exhibits
See the attached Exhibit Index at page 6.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bethesda, State of Maryland.
LOCKHEED MARTIN CORPORATION
Date: August 3, 2000 /s/ Marian S. Block
-------------------
By: 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 below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vance D. Coffman Chairman of the Board, and Chief July 20, 2000
------------------------------ Executive Officer and Director
Vance D. Coffman* (Principal Executive Officer)
/s/ Robert J. Stevens Executive Vice President and Chief July 20, 2000
------------------------------ Financial Officer (Principal Financial
Robert J. Stevens* Officer)
/s/ Christopher E. Kubasik Vice President and Controller July 20, 2000
------------------------------ (Principal Accounting Officer)
Christopher E. Kubasik*
</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* Louis R. Hughes*
Marcus C. Bennett* Caleb B. Hurtt*
Lynne V. Cheney* Gwendolyn S. King*
Vance D. Coffman* Eugene F. Murphy*
James F. Gibbons* James R. Ukropina*
Edward E. Hood, Jr.* Douglas C. Yearley*
By: /s/ Marian S. Block
-----------------------
*Marian S. Block August 3, 2000
(Attorney-in-fact**)
**By authority of Powers of Attorney filed with this registration statement.
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Bethesda, state of
Maryland.
COMSAT CORPORATION
SAVINGS AND PROFIT-SHARING PLAN
Date: August 3, 2000 /s/ Joan Kelly
-------------- ------------------------------
By: Joan Kelly
Plan Administrator
Vice President, Human Resources
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4 COMSAT Corporation Savings and Profit-Sharing Plan (Restated effective
January 1, 1995)(1).
5 Opinion of Counsel regarding the legality of the common stock to be
issued.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Counsel (included in Exhibit 5).
24 Powers of Attorney.
(1) Previously filed and incorporated by reference from the Registrant's
Post Effective Amendment No. 3 to its Registration Statement on Form S-4 on Form
S-8 filed with the Commission on August 3, 2000 (registration number 333-78279).
