SEC Filing | Lockheed Martin Corp

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As filed with the Securities and Exchange Commission on December 8, 1999 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ 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. Employee Identification No.) __________________________________ 6801 Rockledge Drive Bethesda, Maryland 20817 (301) 897-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ________________________________________ Lockheed Martin Energy Systems, Inc. Savings Program (Full title of the plan) ______________________ Marian S. Block, Esquire Vice President and Associate General Counsel Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 (301) 897-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------------- Maximum Title of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Securities to be Registered Registered(*) Price per share(**) Offering Price(**) Registration Fee(**) - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, par 350,000 $19.40 $6,790,000 $1,793 value $1.00 per share - --------------------------------------------------------------------------------------------------------------------------------- (*) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of plan interests to be offered or sold pursuant to the plans to which this Registration Statement relates. This Registration Statement also covers an indeterminable number of additional shares that may be issued as a result of an adjustment in the shares in the event of a stock split, stock dividend or similar capital adjustment, as required by the Program. (**) Estimated solely for calculating the amount of registration fee pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price is the product resulting from multiplying the number of shares by 19.40, the average of the high and low prices of shares of the Common Stock on the New York Stock Exchange on December 7, 1999.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 This Registration Statement registers additional securities for the Lockheed Martin Energy Systems, Inc. Savings Program. The contents of the Registration Statement on Form S-8 relating to the Program (file no. 333-06255) filed June 18, 1996 are hereby incorporated by reference (including all exhibits thereto and any documents incorporated by reference therein, including any documents subsequently filed by the Registrant) (the "Prior Registration Statement"). The Prior Registration Statement currently is effective. This Registration Statement relates to securities (a) of the same class as those to which the Prior Registration Statement relates and (b) to be issued pursuant to the Program. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. 5 Opinion of Broc Romanek, Esquire. 23-A Consent of Ernst & Young LLP, Independent Auditors. 23-B Consent of Broc Romanek, Esquire (contained in Exhibit 5 hereof). 24 Powers of Attorney. Lockheed Martin Energy Systems, Inc. has received a determination letter from the Internal Revenue Service that the plan is qualified under Section 401 of the Internal Revenue Code.

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 Bethesda, State of Maryland. LOCKHEED MARTIN CORPORATION Date: December 6, 1999 /s/ Marian S. Block -------------------------- By: Marian S. Block Vice President and Associate General Counsel Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the County of Andersen, State of Tennessee. LOCKHEED MARTIN ENERGY SYSTEMS, INC. SAVINGS PROGRAM Date: December 6, 1999 /s/ Norman E. Sparks --------------------------- By: Norman E. Sparks Director--Employee Benefits Lockheed Martin Energy Systems, Inc. Pursuant to the requirements of the Securities Act of 1933, this registration statement 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 --------- ----- ---- * Chairman and Chief Executive December 6, 1999 ------------------- Vance D. Coffman Officer (Principal Executive Officer) * Executive Vice President and December 6, 1999 ------------------- Robert J. Stevens Chief Financial Officer (Principal Financial Officer) * Vice President and Controller December 6, 1999 ---------------------- Christopher E. Kubasik (Principal Accounting Officer) The registration statement also has been signed on the date indicated by the following directors, who constitute a majority of the Board of Directors: Norman R. Augustine* Caleb B. Hurtt* Marcus C. Bennett* Gwendolyn S. King* Lynne V. Cheney* Eugene F. Murphy* Vance D. Coffman* Frank Savage* Houston I. Flournoy* James F. Gibbons* Carlisle A.H. Trost* James R. Ukropina* Edward E. Hood, Jr.* Douglas C. Yearley* By: /s/ Marian S. Block December 6, 1999 - ------------------------ *Marian S. Block (Attorney-in-fact**) **By authority of Powers of Attorney filed with this Registration Statement on Form S-8.

EXHIBIT INDEX Exhibit Number Description ------ ----------- 5 Opinion of Broc Romanek, Esquire. 23-A Consent of Ernst & Young LLP, Independent Auditors. 23-B Consent of Broc Romanek, Esquire (contained in Exhibit 5 hereof). 24 Powers of Attorney.

EXHIBIT 5 [LETTERHEAD OF LOCKHEED MARTIN CORPORATION] December 6, 1999 Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 Re: Opinion re: Legality - Registration of Securities for use with respect to Lockheed Martin Energy Systems, Inc. Savings Program Ladies and Gentleman: I submit this opinion to you in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") on the date hereof. The Registration Statement registers 350,000 shares of Lockheed Martin Corporation (the "Corporation") common stock (the "Common Stock") for use in connection with the Lockheed Martin Energy Systems, Inc. Savings Program (the "Plan") which is maintained by Lockheed Martin Energy Systems, Inc. a wholly-owned subsidiary of the Corporation. The Plan contemplates that the Common Stock used in connection with the Plan may be treasury or authorized but unissued shares or may be acquired in the open market. As Assistant General Counsel of the Corporation, I have examined such corporate records, certificates and other documents and have reviewed such questions of law as I deemed necessary or appropriate for the purposes of this opinion. Based upon that examination and review, I advise you that in my opinion: (i) the Corporation, has been duly incorporated and is validly existing under the laws of the state of Maryland; and (ii) to the extent that the operation of the Plan results in the issuance of Common Stock, such shares of Common Stock have been duly and validly authorized and, when issued in accordance with the terms set forth in the Plan, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my opinion in the Registration Statement. In giving my consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 nor the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Broc Romanek ---------------- Broc Romanek Assistant General Counsel Lockheed Martin Corporation cc: Frank H. Menaker, Jr.

EXHIBIT 23-A CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Lockheed Martin Energy Systems, Inc. Savings Program of our report dated January 22, 1999, except for the third paragraph of Note 4, as to which the date is February 11, 1999, with respect to the consolidated financial statements of Lockheed Martin Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Washington, D.C. December 3, 1999

EXHIBIT 24 POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and Broc Romanek, 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 (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Energy Systems Savings Program and amendments thereto (including post-effective amendments), 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. __________________________________ December 2, 1999 /s/Norman R. Augustine Director

POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Marian S. Block and Broc Romanek, 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 (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") securities to be issued under the Lockheed Martin Energy Systems Savings Program and amendments thereto (including post-effective amendments), 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. __________________________________ December 2, 1999 /s/Marcus C. Bennett Director