<PAGE>
As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. 333-78279
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST EFFECTIVE AMENDMENT NO.2
ON FORM S-8
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 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 Non-Employee Directors Stock Plan
COMSAT Corporation 1995 Key Employee Stock Plan
COMSAT Corporation 1993 Stock Option Plan
COMSAT Corporation 1990 Key Employee Stock 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)
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1990 KEY EMPLOYEE STOCK PLAN:
Common Stock, $1.00 par value 624,831 shares $32.56/(2)/ $/(3)/ $0/(3)/
1993 EMPLOYEE STOCK OPTION PLAN:
Common Stock, $1.00 par value 137,528 shares $32.56/(2)/ $/(3)/ $0/(3)/
1995 KEY EMPLOYEE STOCK PLAN:
Common Stock, $1.00 par value 3,131,489 shares $32.56/(2)/ $/(3)/ $0/(3)/
NON-EMPLOYEE DIRECTORS STOCK PLAN:
Common Stock, $1.00 par value 524,753 shares $32.56/(2)/ $/(3)/ $0/(3)/
--------------------------------------------------------------------------------------------------------
TOTAL: 4,418,601 shares/(1)/ $/(3)/ $0/(3)/
</TABLE>
<PAGE>
EXPLANATORY NOTE
Lockheed Martin Corporation ("Lockheed Martin" or the "Registrant") hereby
amends its Registration Statement on Form S-4 (No. 333-78279), declared
effective on May 12, 1999, as amended by Post Effective Amendment No. 1 to such
Registration Statement on Form S-4, declared effective on July 20, 1999 (as
amended, the "S-4"), by filing this Post-Effective Amendment No. 2 on Form S-8
relating to up to 4,418,601 shares of common stock, $1.00 par value per share,
of Lockheed Martin ("Lockheed Martin Common Stock"), issuable pursuant to the
provisions of the COMSAT Corporation 1990 Key Employee Stock Plan, the COMSAT
Corporation 1993 Stock Option Plan, the COMSAT Corporation 1995 Key Employee
Stock Plan and the COMSAT Corporation Non-Employee Directors Stock Plan
(collectively, the "Plans"), all which have been assumed by Lockheed Martin
pursuant to the Merger Agreement defined and described below.
Pursuant to the Agreement and Plan of Merger dated as of September 18, 1998
(the "Merger Agreement") among COMSAT Corporation, a District of Columbia
corporation ("COMSAT"), Lockheed Martin and Deneb Corporation, a Delaware
corporation and a wholly owned subsidiary of Lockheed Martin ("Deneb"), each
share of COMSAT common stock, no par value, issued and outstanding immediately
prior to the effective time of the merger described in the Merger Agreement was
converted into the right to receive one share of Lockheed Martin Common Stock.
At the effective time of the merger, each outstanding COMSAT stock option under
the Plans will constitute an option to acquire the equivalent number of Lockheed
Martin Common Stock that each optionee would have been entitled to receive had
the optionee exercised his or her stock option before the effective date of the
merger. No additional awards will be granted under the Plans.
Before the merger, 4,418,601 shares of COMSAT common stock were reserved
and expected to be issued under the Plans. Lockheed Martin registered 39,342,917
shares of Lockheed Martin Common Stock on the S-4, which included the 4,418,601
shares of Lockheed Martin Common Stock issuable pursuant to the Plans after the
effective time of the merger.
<PAGE>
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.
<PAGE>
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 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 Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 filed with the Commission on May 5, 2000;
(c) The Registrant's Current Reports on Forms 8-K filed with the
Commission on January 31, 2000, April 4, 2000, April 5, 2000, April
28, 2000, July 7, 2000, July 19, 2000 and July 26, 2000; and
(d) 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.
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 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
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 Plans.
<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.
<PAGE>
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 10.
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 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.
<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 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: 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.
<TABLE>
<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.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 COMSAT Corporation Non-Employee Directors Stock Plan (as amended)(1)
4.2 Amendment to Non-Employee Directors Stock Plan, dated as of September
18, 1998(2)
4.3 COMSAT Corporation 1995 Key Employee Stock Plan (as amended)(1)
4.4 Amendment to 1995 Key Employee Stock Plan, dated as of September 18,
1998(2)
4.5 COMSAT Corporation 1993 Stock Option Plan
4.6 COMSAT Corporation 1990 Key Employee Stock Plan (as amended)(3)
4.7 Amendment to 1990 Key Employee Stock Plan, dated as of January 15,
1993(4)
4.8 Amendment to 1990 Key Employee Stock Plan, dated as of January 16,
1993(5)
4.9 Amendment to 1990 Key Employee Stock Plan, dated as of September 18,
1998(2)
5 Opinion of Counsel regarding the legality of the common stock to be
issued
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
(1) Previously filed and incorporated by reference from COMSAT's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996.
(2) Previously filed and incorporated by reference from COMSAT's
Solicitation/Recommendation Statement on Schedule 14D-9 filed on September 25,
1998.
(3) Previously filed and incorporated by reference from COMSAT's Annual Report
on Form 10-K for the fiscal year ended December 31, 1989.
(4) Previously filed and incorporated by reference from COMSAT's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993.
(5) Previously filed and incorporated by reference from COMSAT's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994.
