AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2001
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHROP GRUMMAN CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4840775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
JOHN H. MULLAN, ESQ., CORPORATE VICE PRESIDENT AND SECRETARY
NORTHROP GRUMMAN CORPORATION
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
John D. Hussey, Esq.
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48th Floor
Los Angeles, California 90071
(213) 620-1780
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE
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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
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] 333-71290
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
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1)(2) PER UNIT (2) (1) (2) REGISTRATION FEE
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Debt Securities, Preferred Stock, $1.00 $400,000,000 $100,000
par value, Common Stock, $1.00 par
value (3)(4), Warrants to Purchase Debt
Securities, Warrants to Purchase Equity
Securities, Stock Purchase Contracts
and Purchase Units of Northrop
Grumman Corporation
Capital Securities of Northrop Grumman
Corporation (5) (5) (5) None
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(1) In no event will the aggregate initial offering price of the Debt
Securities, Preferred Stock, Common Stock, Warrants to Purchase Debt
Securities, Warrants to Purchase Equity Securities, Stock Purchase
Contracts and Stock Purchase Units issued under this Registration Statement
exceed $400,000,000 or, if any securities are in any foreign currency
units, the U.S. dollar equivalent of $400,000,000, and if any securities
are issued at original issue discount, such greater amount as shall result
in an aggregate offering price not to exceed $400,000,000.
(2) Not applicable pursuant to General Instruction II D to Form S-3.
(3) Includes Preferred Share Purchase Rights ("Rights"). Prior to the
occurrence of certain events, the Rights will not be exercisable or
evidenced separately from the Common Stock.
(4) The aggregate amount of Common Stock registered hereunder is limited to
that which is permissible under Rule 415(a)(4) of the Securities Act.
(5) In addition to any Preferred Stock or Common Stock that may be issued
directly under this Registration Statement, there are being registered
hereunder an indeterminate number of shares of Preferred Stock or Common
Stock as may be issued upon conversion or exchange of Debt Securities or
Preferred Stock, as the case may be. No separate consideration will be
received for any shares of Preferred Stock or Common Stock so issued upon
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, by Northrop Grumman Corporation with the
Securities and Exchange Commission. This Registration Statement hereby
incorporates in its entirety by reference the contents of the Registration
Statement on Form S-3 (No. 333-71290)
CERTIFICATION
Northrop Grumman hereby certifies to the Commission that it has instructed
its bank to pay the Commission the filing fee of $100,000 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on November 16, 2001); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank by no later than November 16, 2001.
EXHIBITS
5-1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.
15-1 Letter from independent accountants regarding unaudited interim
accounting information.
23-1 Consent of Deloitte & Touche LLP with respect to Northrop Grumman.
23-2 Consent of Deloitte & Touche LLP with respect to Litton.
23-3 Consent of Arthur Andersen LLP with respect to Newport News.
23-4 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
Exhibit 5-1).
24-1 Power of Attorney (filed as Exhibit 24 to Registration Statement No.
333-71290).
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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 15th day of
November, 2001.
NORTHROP GRUMMAN CORPORATION
By: /s/ John H. Mullan
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John H. Mullan
Corporate Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.
Signature Title Date
---------- ----- ----
* Chairman of the Board, Chief November 15, 2001
--------------------------------------- Executive Officer and Director
Kent Kresa (Principal Executive Officer)
* President, Chief Operating Officer November 15, 2001
--------------------------------------- and Director
Ronald D. Sugar
Corporate Vice President and Chief November 15, 2001
* Financial Officer (Principal
--------------------------------------- Financial Officer)
Richard B. Waugh, Jr.
* Corporate Vice President and November 15, 2001
--------------------------------------- Controller (Principal Accounting
Sandra J. Wright Officer)
* Director November 15, 2001
---------------------------------------
John T. Chain, Jr.
* Director November 15, 2001
---------------------------------------
Lewis W. Coleman
* Director November 15, 2001
---------------------------------------
Vic Fazio
* Director November 15, 2001
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Phillip Frost
* Director November 15, 2001
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Charles A. Larson
Director
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Jay H. Nussbaum
* Director November 15, 2001
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Aulana L. Peters
2
* Director November 15, 2001
---------------------------------------
John Brooks Slaughter
/s/ John H. Mullan
* By: --------------------------
John H. Mullan
Attorney-in-Fact
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5-1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.
15-1 Letter from independent accountants regarding unaudited interim
accounting information.
23-1 Consent of Deloitte & Touche LLP with respect to Northrop Grumman.
23-2 Consent of Deloitte & Touche LLP with respect to Litton.
23-3 Consent of Arthur Andersen LLP with respect to Newport News.
23-4 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
Exhibit 5-1).