As filed with the Securities and Exchange Commission on June 28, 2004
Registration No. 033-58085
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 Corporation Savings and Investment Plan for Hourly Employees
(Full Title of the Plan)
David A. Dedman, Esquire
Associate 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)
EXPLANATORY STATEMENT
On March 15, 1995, the Corporation filed a Registration Statement on Form S-8 (Reg. No. 033-58085) (the “Registration Statement”) registering, in the aggregate, 97,756 shares of Lockheed Martin Corporation Common Stock, and an indeterminate number of plan interests, for use in connection with the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees (the “Plan”).
The Corporation has combined the Plan with the Lockheed Martin Corporation Performance Savings Plan (the “Successor Plan”). As a consequence of this combination, shares of Lockheed Martin Corporation Common Stock previously registered by the Corporation for use in connection with the Plan on the Registration Statement and not already issued will not be issued in connection with the Plan by the Corporation.
Pursuant to the Corporation’s undertakings in the Registration Statement, the Corporation is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration the shares of Lockheed Martin Corporation Common Stock thereunder which will not be issued in connection with the Plan.
| Item 8. | Exhibits. |
| Exhibit No. |
Description | |
| 24 | Powers of Attorney | |
SIGNATURES
The Registrant. 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 Post-Effective Amendment No. 1 to Registration Statement No. 333-58085 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on this the 28th day of June, 2004.
| LOCKHEED MARTIN CORPORATION | ||
| By: | /s/ David A. Dedman | |
| David A. Dedman | ||
| Associate General Counsel | ||
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-58085 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on this 24th day of June, 2004.
| LOCKHEED MARTIN CORPORATION | ||
| SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES | ||
| By: | /s/ John Dierkes | |
| John Dierkes | ||
| Vice President, Human Resources Services | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-58085) 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* Vance D. Coffman |
Chairman, Director and Chief Executive Officer (Principal Executive Officer) |
June 28, 2004 | ||
| /s/ Christopher E. Kubasik* Christopher E. Kubasik |
Senior President and Chief Financial Officer (Principal Financial Officer) |
June 28, 2004 | ||
| /s/ Rajeev Bhalla* Rajeev Bhalla |
Vice President and Controller (Principal Accounting Officer) |
June 28, 2004 | ||
This Registration Statement also has been signed on the date indicated by the following directors, who constitute a majority of the Board of Directors:
| E.C. “Pete” Aldridge, Jr.* |
Eugene Murphy* | |
| Marcus C. Bennett* |
Joseph W. Ralston* | |
| Vance D. Coffman* |
Frank Savage* | |
| Gwendolyn S. King* |
Anne Stevens* | |
| Douglas H. McCorkindale* |
Robert J. Stevens* | |
| Douglas C. Yearley* |
James R. Ukropina* |
| By: | /s/ David A. Dedman |
June 28, 2004 | ||||||
| *David A. Dedman |
||||||||
| (Attorney-in-fact**) |
||||||||
| ** | By authority of Powers of Attorney filed with this Registration Statement. |
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 24 | Powers of Attorney | |
Exhibit 24
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Vance D. Coffman | June 24, 2004 | |||
| VANCE D. COFFMAN | ||||
| Chairman, Director and Chief Executive Officer |
||||
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ E.C. “Pete” Aldridge, Jr. | June 24, 2004 | |||
| E.C. “PETE” ALDRIDGE, JR. | ||||
| Director | ||||
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Marcus C. Bennett | June 24, 2004 | |||
| MARCUS C. BENNETT | ||||
| Director | ||||
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Gwendolyn S. King | June 24, 2004 | |||
| GWENDOLYN S. KING | ||||
| Director | ||||
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Douglas H. McCorkindale | June 24, 2004 | |||
| DOUGLAS H. MCCORKINDALE | ||||
| Director | ||||
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Eugene F. Murphy | June 24, 2004 | |||
| EUGENE F. MURPHY Director |
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POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Joseph W. Ralston | June 24, 2004 | |||
| JOSEPH W. RALSTON Director |
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POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Frank Savage | June 24, 2004 | |||
| FRANK SAVAGE Director |
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POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Anne Stevens | June 24, 2004 | |||
| ANNE STEVENS Director |
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POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ James R. Ukropina | June 24, 2004 | |||
| JAMES R. UKROPINA Director |
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POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Douglas C. Yearley | June 24, 2004 | |||
| DOUGLAS C. YEARLEY Director |
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POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Robert J. Stevens | June 24, 2004 | |||
| ROBERT J. STEVENS President, Chief Operating Officer and Director |
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POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Christopher E. Kubasik | June 24, 2004 | |||
| CHRISTOPHER E. KUBASIK Senior Vice President and Chief Financial Officer |
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POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Marian S. Block and David A. Dedman, and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (“Commission”) one or more Post Effective Amendments on Form S-8 for the purpose of deregistering under the Securities Act of 1933, as amended, (the “Securities Act”) shares of Lockheed Martin common stock and other securities issued under the Lockheed Martin Corporation Savings and Investment Plan for Hourly Employees and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ Rajeev Bhalla | June 24, 2004 | |||
| RAJEEV BHALLA Vice President and Controller |
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