As
filed with the Securities and Exchange Commission on December 24, 2008
Registration
No. 333-03959-99
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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95-4840775 |
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(I.R.S Employer Identification No.) |
1840 Century Park East, Los Angeles, California 90067
www.northropgrumman.com
(Address of Principal Executive Offices and Internet Site)
NORTHROP GRUMMAN
ELECTRONIC SENSORS & SYSTEMS DIVISION SAVINGS PROGRAM
NORTHROP GRUMMAN PEI SAVINGS PLAN
(Full title of the plan)
Stephen D. Yslas
Corporate Vice President, Secretary and Deputy General Counsel
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)
Copies To:
Jeffrey H. Bowen, Esq.
Harter Secrest & Emery LLP
Rochester, New York 14604
(585) 232-6500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company)
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EXPLANATORY NOTE
Deregistration of Securities
Northrop Grumman Corporation (the “Company”) is filing this Post-Effective Amendment No. 3 to
Form S-8 Registration Statement to withdraw and remove from registration the unissued and unsold
securities under the Northrop Grumman PEI Savings Plan previously registered by the Company
pursuant to its Registration Statement on Form S-8 filed with the U.S. Securities and Exchange
Commission on May 17, 1996 (File No. 333-03959-99) (the “Registration Statement”). The Registration
Statement registered up to 3,495,000 shares of the Company’s common stock, par value $1.00 per
share (the “Common Stock”), issuable to participants in the Northrop Grumman Electronic Sensors &
Systems Division Savings Program and 5,000 shares of Common Stock were registered for issuance to
participants in the Northrop Grumman PEI Savings Plan.
The Registration Statement is hereby amended to deregister all of the unissued and unsold
shares of Common Stock registered under the Northrop Grumman PEI Savings Plan. As a result of this
deregistration, no shares of Common Stock remain registered for sale pursuant to the Northrop
Grumman PEI Savings Plan. This Post-Effective Amendment No. 3 to Form S-8 is not meant to affect
any of the shares of Common Stock registered under the Northrop Grumman Electronic Sensors &
Systems Division Savings Program.
EXHIBIT INDEX
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| Exhibit |
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Description |
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Location |
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24 |
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Power of Attorney
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Filed herewith. |
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 Los Angeles, State of
California, on this 24th day of
December, 2008.
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NORTHROP GRUMMAN CORPORATION |
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By:
Name:
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/s/ Stephen D. Yslas
Stephen D. Yslas
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Title:
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Corporate Vice President, Secretary |
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and Deputy General Counsel |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the date indicated.
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Title |
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Date |
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/s/ Ronald D. Sugar
Ronald D. Sugar
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Chairman of the Board, Chief
Executive Officer and
Director (Principal Executive
Officer)
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December 24, 2008 |
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/s/ James F. Palmer
James F. Palmer
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Corporate Vice President and
Chief Financial Officer
(Principal Financial Officer)
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December 24, 2008 |
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/s/ Kenneth N. Heintz
Kenneth N. Heintz
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Corporate Vice President,
Controller and Chief
Accounting Officer (Principal
Accounting Officer)
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December 24, 2008 |
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Director
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December 24, 2008 |
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Director
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December 24, 2008 |
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Director
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December 24, 2008 |
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Director
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December 24, 2008 |
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Director |
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