As filed with the Securities and Exchange Commission on July 13, 2001
Registration No. 333-03959
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________
NORTHROP GRUMMAN CORPORATION
(Formerly NNG, Inc.)
(Exact name of Registrant as specified in its charter)
DELAWARE 001-16411 95-4840775
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(Address of Principal Executive Offices, Including Zip Code)
(310) 553-6262
(Registrant's Telephone Number, Including Area Code)
_________________________
NORTHROP GRUMMAN
ELECTRONIC SENSORS & SYSTEMS SECTOR UNION REPRESENTED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
NORTHROP GRUMMAN PEI RETIREMENT SAVINGS PLAN
(Full title of the plan)
_________________________
W. Burks Terry
Corporate Vice President and 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:
Andrew E. Bogen, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000
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EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
Post-Effective Amendment No. 1 filed on July 10, 2001 incorrectly
referred to (i) the Northrop Grumman Electronic Sensors and Systems Sector
Union Represented Employees Savings and Investment Plan as the Northrop
Grumman Electronic Sensors & Systems Division Savings Program and (ii) the
Northrop Grumman PEI Retirement Savings Plan as the Northrop Grumman PEI
Savings Plan. This Post-Effective Amendment No. 2 is being filed to correct
the names of the two plans to which this registration statement relates.
This Post-Effective Amendment is being filed pursuant to Rule 414 under the
Securities Exchange Act of 1933, as amended (the "Securities Act"), to reflect
the creation by Northrop Grumman Systems Corporation (formerly Northrop Grumman
Corporation), a Delaware corporation ("Systems"), of a new holding company,
Northrop Grumman Corporation (formerly NNG, Inc.) a Delaware corporation ("New
Northrop Grumman"), above Systems. The creation of New Northrop Grumman was
effected pursuant to an Amended and Restated Agreement and Plan of Merger (the
"Amended Merger Agreement"), dated January 23, 2001, among New Northrop Grumman,
Systems, Litton Industries, Inc., a Delaware corporation ("Litton") and LII
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of New
Northrop Grumman ("LII").
As contemplated by the Amended Merger Agreement, on April 2, 2001, Systems
completed a corporate reorganization (the "Northrop Reorganization") that was
effected by action of its Board of Directors without a vote of Systems'
stockholders, pursuant to Section 251(g) of the Delaware General Corporation Law
(the "DGCL") and an Agreement and Plan of Merger, dated as of March 20, 2001
(the "Merger Agreement"), between Systems, New Northrop Grumman and NGC
Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary
of Systems ("NGC"). In the Northrop Reorganization, NGC was merged with and
into Systems, with Systems as the surviving corporation and a wholly-owned
subsidiary of New Northrop Grumman, the new holding company. Pursuant to the
requirements of Section 251(g) of the DGCL, at the effective time of that merger
and in connection with the Northrop Reorganization, New Northrop Grumman changed
its name from NNG, Inc. to "Northrop Grumman Corporation," and Systems changed
its name to "Northrop Grumman Systems Corporation." Upon consummation of the
Northrop Reorganization and in accordance with Section 251(g) of the DGCL, (a)
all of the outstanding shares of capital stock of Systems were automatically
converted into the same number of shares of the same class of capital stock of
New Northrop Grumman, and (b) each certificate representing shares of Northrop
capital stock, without any action on the part of the holder thereof, is now
deemed to represent an equal number of shares of the same class of capital stock
of New Northrop Grumman.
In accordance with Rule 414 under the Securities Act, New Northrop Grumman,
as the successor issuer to Systems, hereby expressly adopts this registration
statement as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended. The Northrop Grumman Electronic Sensors &
Systems Sector Union Represented Employees Savings and Investment Plan shall
continue to be known as the Northrop Grumman Electronic Sensors & Systems Sensor
Union Represented Employees Savings and Investment Plan, and the Northrop
Grumman PEI Retirement Savings Plan shall continue to be known as the Northrop
Grumman PEI Retirement Savings Plan (collectively, the "Plans"). The Plans shall
continue to cover employees of Systems. However, shares of stock issued in
accordance with the Plans shall be shares of stock of the New Northrop Grumman
rather than shares of stock of Systems.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, 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
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Los Angeles, state of
California, on July 12, 2001
NORTHROP GRUMMAN CORPORATION
(formerly NNG, Inc.)
By: /s/ John H. Mullan
-------------------------------
John H. Mullan
Corporate Vice, Secretary and
Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board,
President and Chief
* Executive Officer and
____________________________ Director (Principal Executive July 12, 2001
Kent Kresa Officer)
* Corporate Vice President and
____________________________ Chief Financial Officer July 12, 2001
Richard B. Waugh, Jr (Principal Financial Officer)
* Vice President and Controller
____________________________ (Principal Accounting Officer) July 12, 2001
Sandra Wright
* Director July 12, 2001
____________________________
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John T. Chain, Jr.
______________________________ Director
Lewis W. Coleman
____________*_________________ Director July 12, 2001
Vic Fazio
____________*_________________ Director July 12, 2001
Phillip Frost
____________*_________________ Director July 12, 2001
Charles R. Larson
______________________________ Director
Robert A. Lutz
______________________________ Director
Aulana L. Peters
______________________________ Director
John Brooks Slaughter
____________*_________________ Director July 12, 2001
Dr. Ronald D. Sugar
/s/ John H. Mullan
By: __________________________
John H. Mullan,
As attorney-in-fact pursuant
to authority granted under
Power of Attorney filed with
this Registration Statement
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