As filed with the Securities and Exchange Commission on March 12, 2002
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
(State or Other Jurisdiction of
Incorporation or Organization)
_______________
52-1893632
(I.R.S. Employer Identification No.)
6801 Rockledge Drive
Bethesda, Maryland 20817
(Address of Principal Executive Offices)
_______________
Lockheed Martin Omnibus Performance Award Plan
(Full Title of the Plan)
David A. Dedman, Esquire
Assistant General Counsel
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(Name and Address of Agent For Service)
(301) 897-6000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount Of
Title Of Securities To Amount To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
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Common Stock, par value
$1.00 per share 16,000,000 $55.55(1) $880,800,000 $81,769.60
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 based on the average of the high and low sales prices
per share of the Common Stock on March 5, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the 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 (the
"Securities Act"). In accordance with the instructions of Part I of Form S-8,
such documents will 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 Rule 424 of the Securities
Act. These documents and the documents incorporated by reference 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents filed with the Commission are incorporated
herein by reference:
. the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001; and
. the description of Registrant's common stock, $1.00 par value per
share, contained in Registrant's Registration Statement on Form 8-B,
filed with the Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (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.
In addition, any and all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement and prior to the withdrawal (if any) of the
Registration Statement shall, to the extent required by law, be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.
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 (constituting Exhibit 5) has been rendered by counsel who is a full-
time employee of the Registrant and who, as such, is eligible to participate in
the Plan.
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
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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 bylaws or resolutions to provide for the indemnification
of directors and officers. Article VI of the Bylaws 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.
Exhibit
Number Exhibit Description
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5 Opinion of David A. Dedman, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of David A. Dedman, Esquire (contained in Exhibit 5
hereof)
24 Powers of Attorney
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;
(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
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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 paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and 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 (the "Exchange Act") that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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
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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned
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, on this the 12th day of
March, 2001.
LOCKHEED MARTIN CORPORATION
By: /s/ David A. Dedman
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By: David A. Dedman
Assistant General Counsel
Pursuant to the requirements of the Securities Act, 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.
Signature Title Date
--------- ----- ----
/s/ Vance D. Coffman* Chairman and Chief Executive Officer March 12, 2002
------------------------------ and Director (Principal Executive
Vance D. Coffman Officer)
/s/ Christopher E. Kubasik* Senior President and Chief March 12, 2002
------------------------------ Financial Officer
Christopher E. Kubasik (Principal Financial Officer)
/s/ Rajeev Bhalla* Vice President and Controller March 12, 2002
------------------------------ (Principal Accounting Officer)
Rajeev Bhalla
This Registration Statement also has been signed on the date indicated by
the following directors, who constitute a majority of the Board of Directors:
Marcus C. Bennett* Frank Savage*
Vance D. Coffman* Robert J. Stevens*
Caleb B. Hurtt* James R. Ukropina*
Douglas H. McCorkindale* Douglas C. Yearley*
Eugene F. Murphy
By: /s/ David A. Dedman
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*David A. Dedman March 12, 2002
(Attorney-in-fact**)
** By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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5 Opinion of David A. Dedman, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of David A. Dedman, Esquire (contained in Exhibit 5 hereof)
24 Powers of Attorney
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