Registration
No. 333-68003-99
UNITED STATES
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
(Exact name of registrant as specified in its charter)
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Delaware
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95-4840775 |
(State or other jurisdiction
of incorporation or organization)
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(IRS Employer
Identification No.) |
1840 Century Park East, Los Angeles, CA 90067
(Address, including zip code, and telephone number, including
area code of registrants principal executive offices)
Northrop Grumman 1993 Long-Term Incentive Stock Plan
(Full Title of the plan)
Sheila C. Cheston
Corporate Vice President and General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Names, address, including zip code, and telephone number
including area code, of agents for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a small reporting company. See definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act (Check one):
Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
EXPLANATORY NOTE
Deregistration of Securities
Northrop Grumman Corporation (the Company) is filing this Post-Effective Amendment No. 2 to
Form S-8 Registration Statement to withdraw and remove from registration the unissued and unsold
securities under the
Northrop Grumman 1993 Long-Term Incentive Stock Plan (the 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 November 25, 1998 (File
No. 333-68003-99) (the Registration Statement). The
Registration Statement registered up to 5,550,000 shares of the Companys common stock (and
associated rights), par value $1.00 per share (the Common Stock), issuable to participants of the
Plan. The Plan has terminated, and all rights to purchase shares under the Plan have been
exercised or have expired.
In accordance with the undertaking contained in the Registration Statement pursuant to Item
512 of Regulation S-K, this Post-Effective Amendment No. 2 to the Registration Statement is being
filed to deregister and remove all of the previously registered shares of Common Stock that remain
unissued and unsold under the Registration Statement as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Post-Effective Amendment No. 2 to Registration
Statement No. 333-68003-99 to be
signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of February,
2011.
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Northrop Grumman Corporation
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By: |
/s/ Sheila C. Cheston
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Corporate Vice President and General Counsel |
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