<PAGE>
As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-_______
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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 52-1893632
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
__________________
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)
__________________
Lockheed Martin Energy Systems, Inc. Savings Program
(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, address, including zip code, and telephone number, including area code,
of agent for service)
__________________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Maximum Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price per Aggregate Offering Amount of
Registered Registered(1) share(2) Price(2) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, par 150,000 $ 23.50 $ 3,525,000 $ 931
value $1.00 per share
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-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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 to which this Registration Statement
relates.
(2) Estimated solely for calculating the amount of registration fee pursuant to
Rule 457(h) promulgated under the Securities Act of 1933, as amended. The price
stated is estimated solely for purposes of calculation of the registration fee
and is the average of the high and low prices of shares of the Common Stock on
the New York Stock Exchange on June 22, 2000.
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<PAGE>
EXPLANATORY STATEMENT
On March 15, 1995, Lockheed Martin Corporation (the "Registrant") filed a
registration statement on Form S-8 (Reg. No. 33-58089) (the "Energy Systems
Plans Registration Statement") registering 951,544 shares of Lockheed Martin
Common Stock, together with an indeterminate number of plan interests, for use
in connection with the Martin Marietta Energy Systems, Inc. 401(k) Savings Plan
for Salaried Employees, the Martin Marietta Energy Systems, Inc. 401(k) Savings
Plan for Hourly Employees, and the Martin Marietta Energy Systems, Inc. Savings
Plan for Salaried and Hourly Employees.
On June 18, 1996, the Registrant filed a registration statement on Form S-8
(Reg. No. 333-06255) registering 1,000,000 shares of Lockheed Martin Common
Stock, together with an indeterminate number of plan interests, for use in
connection with the Lockheed Martin Energy Systems, Inc. Savings Program (the
"Plan"). On December 8, 1999, the Registrant filed a registration statement on
Form S-8 (Reg. No. 333-92321) (collectively with Reg. No. 333-06255, the
"Original Energy Systems Program Registration Statements") registering an
additional 350,000 shares of Lockheed Martin Common Stock, together with an
indeterminate number of plan interests, for use in connection with the Plan.
Effective July 15, 1996, the Registrant combined the Martin Marietta Energy
Systems, Inc. 401(k) Savings Plan for Salaried Employees with the Plan.
Effective April 1, 1999, the Registrant completed the combination of each of the
Martin Marietta Energy Systems, Inc. 401(k) Savings Plan for Hourly Employees,
and Martin Marietta Energy Systems, Inc. Savings Plan for Salaried and Hourly
Employees into the Plan.
This Registration Statement includes 150,000 newly registered shares of
Lockheed Martin Common Stock. Any shares which were previously issued under the
Energy Systems Plans Registration Statement will not be available for issuance
under this Registration Statement. The shares of Lockheed Martin Common Stock
remaining on the Original Energy Systems Program Registration Statements remain
registered and are available for use in connection with the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to employees eligible to participate in the Plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
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 to which
this Registration Statement relates 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 year ended
December 31, 1999 filed with the Commission on March 9, 2000;
(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") (as amended on Form 8-B/A filed on March 9,
1995), and any amendment or report filed for the purpose of updating
such description;
(c) The Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended March 31, 2000 filed with the Commission on May 5, 2000; and
(d) The Annual Report on Form 11-K filed with the Commission on June
26, 2000 by the Lockheed Martin Energy Systems, Inc. Savings Program.
All documents subsequently filed by the Registrant or the Plan 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 deregisters 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 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.
<PAGE>
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 or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person'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 (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless limited by charter,
indemnification is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding by reason of his or her
service as a director unless such indemnification is not otherwise permitted as
described in the following sentence. Indemnification is permissive unless it is
established that (a) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (b) the director actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director had reasonable cause to believe his or
her act or omission was unlawful. In addition to the foregoing, a court of
appropriate jurisdiction may under certain circumstances order indemnification
if it determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set forth in the preceding
sentence or has been adjudged liable on the basis that a personal benefit was
improperly received in a proceeding charging improper personal benefit to the
director or officer. If the proceeding was an action by or in the right of the
corporation or involved a determination that the director or officer received an
improper personal benefit, however, no indemnification may be made if the
individual is adjudged liable to the corporation, except to the extent of
expenses approved by a court of competent jurisdiction.
Article XI of the charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law. Article XI of the charter of the Registrant also authorizes
the Registrant to adopt by-laws or resolutions to provide for the
indemnification of directors and officers. Article VI of the By-laws of the
Registrant provides for the indemnification of the Registrant's directors and
officers to the fullest extent permitted by the Maryland General Corporation
Law. In addition, the Registrant's directors and officers are covered by
certain insurance policies maintained by the Registrant.
ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
ITEM 8. Exhibits.
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5 Opinion of Marian S. Block, Esquire.
23-A Consent of Ernst & Young LLP, independent auditors.
23-B Consent of Marian S. Block, Esquire (contained in Exhibit 5
hereof).
24 Powers of Attorney.
<PAGE>
ITEM 9. Undertakings.
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(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 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 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.
(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 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.
<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-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: June 27, 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, the trustees
(or other persons who administer the Plan) have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Andersen, State of Tennessee.
LOCKHEED MARTIN ENERGY
SYSTEMS, INC. SAVINGS PROGRAM
Date: June 27, 2000 /s/ Joseph M. Wolfe, Jr.
--------------------------
By: Joseph M. Wolfe, Jr.
Chairman - Retirement and
Savings Plan Committee
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vance D. Coffman Chairman and Chief Executive June 23, 2000
--------------------------
Vance D. Coffman* Officer and Director
(Principal Executive Officer)
/s/ Robert J. Stevens Executive Vice President and June 23, 2000
--------------------------
Robert J. Stevens* Chief Financial Officer
(Principal Financial Officer)
/s/ Christopher E. Kubasik Vice President and Controller June 23, 2000
-----------------------------
Christopher E. Kubasik* (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:
<PAGE>
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 June 27, 2000
(Attorney-in-fact**)
**By authority of Powers of Attorney filed with this Registration Statement.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Marian S. Block, Esquire.
23-A Consent of Ernst & Young LLP, independent auditors.
23-B Consent of Marian S. Block, Esquire (contained in Exhibit 5
hereof).
24 Powers of Attorney.
