As filed with the Securities and Exchange Commission on March 15, 1995.
Registration No. 33-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
--------------------
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1893632
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6801 Rockledge Drive
Bethesda, Maryland 20817
(Address of principal executive offices)
--------------------
Lockheed Martin Corporation
Directors Deferred Stock Plan
(Full title of the plan)
--------------------
Stephen M. Piper, Esquire
Assistant 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
- --------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(*) offering price(*) registration fee(*)
- --------------------------------------------------------------------------------------------------
Common Stock, par
value $1.00 per share... 50,000 $26.52 $1,326,000 $457.25
- --------------------------------------------------------------------------------
(*) At the time of the filing of this Registration Statement on Form S-8, there
is no market for the Registrant's securities to be offered. Accordingly,
the fee has been computed, pursuant to Rule 457(h)(1) and guidance provided
by the Office of Chief Counsel, based on the book value of the securities
to be offered as of December 31, 1994.
- --------------------------------------------------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant, Martin Marietta
Corporation or Lockheed Corporation with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference and made a part hereof:
(a) The Registrant's Joint Proxy Statement/Prospectus filed pursuant
to Registration Statement No. 33-57645 on Form S-4 filed with the Commission on
February 9, 1995;
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act") (as amended on Form 8-B/A filed on March 9, 1995), and any amendment or
report filed for the purpose of updating such description;
(c) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 13, 1995;
(d) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 17, 1995;
(e) Lockheed Corporation's Current Report on Form 8-K filed with the
Commission on February 21, 1995; and
(f) The Registrant's Current Report on Form 8-K filed with the
Commission on March 15, 1995.
All documents subsequently filed by the Registrant, Martin Marietta
Corporation or Lockheed Corporation pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable
-1-
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant. Counsel rendering such opinion is not eligible to
participate in the Plan.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person's action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding
or (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless limited by charter,
indemnification is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding by reason of his or her
service as a director unless such indemnification is not otherwise permitted as
described in the following sentence. Indemnification is permissive unless it is
established that (a) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (b) the director actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director had reasonable cause to believe his or
her act or omission was unlawful. In addition to the foregoing, a court of
appropriate jurisdiction may under certain circumstances order indemnification
if it determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set forth in the preceding
sentence or has been adjudged liable on the basis that a personal benefit was
improperly received in a proceeding charging improper personal benefit to the
director or officer. If the proceeding was an action by or in the right of the
corporation or involved a determination that the director or officer received an
improper personal benefit, however, no indemnification may be made if the
individual is adjudged liable to the corporation, except to the extent of
expenses approved by a court of competent jurisdiction.
Article XI of the charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law. Article XI of the charter
-2-
of the Registrant also authorizes the Registrant to adopt by-laws or resolutions
to provide for the indemnification of directors and officers. Article VI of the
By-laws of the Registrant provides for the indemnification of the Registrant's
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law. In addition, the Registrant's directors and officers are
covered by certain insurance policies maintained by the Registrant.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
Item 8. Exhibits.
--------
4. Lockheed Martin Corporation Directors Deferred Stock Plan (included as
an exhibit to Registration Statement on Form S-4, No. 33-57645 and
incorporated herein by reference).
5. Opinion of Stephen M. Piper, Esquire
23-A. Consent of Ernst & Young LLP (Washington, D.C.).
23-B. Consent of Ernst & Young LLP (Los Angeles, CA).
23-C. Consent of KPMG Peat Marwick LLP.
23-D. Consent of Arthur Andersen LLP.
23-E. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof).
25. Powers of Attorney.
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
-3-
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
-4-
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 County of Montgomery, State of Maryland on the date indicated
below.
LOCKHEED MARTIN CORPORATION
Date: March 15, 1995 By: /s/ Frank H. Menaker, Jr.
---------------------
Frank H. Menaker, Jr.
Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Daniel M. Tellep Chairman of the March 15, 1995
---------------- Board and Chief
Daniel M. Tellep* Executive Officer
and Director
/s/ Marcus C. Bennett Senior Vice March 15, 1995
----------------- President, Chief
Marcus C. Bennett* Financial Officer
and Director
/s/ Robert E. Rulon Controller and Chief March 15, 1995
--------------- Accounting
Robert E. Rulon* Officer
/s/ Norman R. Augustine Director March 15, 1995
-------------------
Norman R. Augustine*
/s/ Lynne V. Cheney Director March 15, 1995
---------------
Lynne V. Cheney*
Signature Title Date
--------- ----- ----
/s/ Edwin I. Colodny Director March 15, 1995
----------------
Edwin I. Colodny*
/s/ Lodwrick M. Cook Director March 15, 1995
----------------
Lodwrick M. Cook*
/s/ James L. Everett, III Director March 15, 1995
---------------------
James L. Everett, III*
/s/ Houston I. Flournoy Director March 15, 1995
-------------------
Houston I. Flournoy*
/s/ James F. Gibbons Director March 15, 1995
----------------
James F. Gibbons*
/s/ Edward E. Hood, Jr. Director March 15, 1995
-------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director March 15, 1995
--------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director March 15, 1995
-----------------
Gwendolyn S. King*
/s/ Lawrence O. Kitchen Director March 15, 1995
-------------------
Lawrence O. Kitchen*
/s/ Gordon S. Macklin Director March 15, 1995
-----------------
Gordon S. Macklin*
/s/ Vincent N. Marafino Director March 15, 1995
-------------------
Vincent N. Marafino*
/s/ Eugene F. Murphy Director March 15, 1995
----------------
Eugene F. Murphy*
/s/ Allen E. Murray Director March 15, 1995
---------------
Allen E. Murray*
/s/ Frank Savage Director March 15, 1995
------------
Frank Savage*
/s/ Carlisle A.H. Trost Director March 15, 1995
-------------------
Carlisle A.H. Trost*
Signature Title Date
--------- ----- ----
/s/ James R. Ukropina Director March 15, 1995
-----------------
James R. Ukropina*
*By: /s/ Stephen M. Piper March 15, 1995
----------------
(Stephen M. Piper, Attorney-in-fact**)
- ---------------------
**By authority of Powers of Attorney filed with this Registration
Statement on Form S-8.
EXHIBIT INDEX
Exhibit Page
Number Description No.
------ ----------- ----
4. Lockheed Martin Corporation Directors Deferred
Stock Plan (included as an exhibit to Registration
Statement on Form S-4, No. 33-57645 and incorporated
herein by reference).
5. Opinion of Stephen M. Piper, Esquire
23-A. Consent of Ernst & Young LLP (Washington, D.C.).
23-B. Consent of Ernst & Young LLP (Los Angeles, CA).
23-C. Consent of KPMG Peat Marwick LLP.
23-D. Consent of Arthur Andersen LLP.
23-E. Consent of Stephen M. Piper, Esquire (contained
in Exhibit 5 hereof).
25. Powers of Attorney.
EXHIBIT 5
[LETTERHEAD OF LOCKHEED MARTIN CORPORATION APPEARS HERE]
March 15, 1995
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Lockheed Martin Corporation Directors Deferred
Stock Plan (the "Plan")
Ladies and Gentlemen:
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 shares of common stock ("Common Stock") of Lockheed Martin Corporation
(the "Corporation") for use in connection with the Plan. The Plan contemplates
that Common Stock 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
purpose 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 Registration Statement, will be legally issued, fully
paid and nonassessable.
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.
Very truly yours,
/s/ Stephen M. Piper
Stephen M. Piper
Assistant General Counsel
Lockheed Martin Corporation
EXHIBIT 23-A
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Lockheed Martin
Corporation's Registration Statement (Form S-8) pertaining to the Lockheed
Martin Corporation Directors Deferred Stock Plan of: (a) our report dated
January 20, 1995, with respect to the consolidated financial statements of
Martin Marietta Corporation and subsidiaries for the year ended December 31,
1994, included in its Current Report (Form 8-K), dated February 17, 1995, and
(b) our report dated November 1, 1994, with respect to the consolidated balance
sheet of Lockheed Martin Corporation as of October 31, 1994, included in its
Registration Statement (Form S-4 No. 33-57645), dated February 9, 1995, both
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Washington, D.C.
March 13, 1995
EXHIBIT 23-B
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Lockheed Martin
Corporation's Registration Statement (Form S-8) pertaining to the Lockheed
Martin Corporation Directors Deferred Stock Plan of our report dated January 31,
1995, with respect to the consolidated financial statements of Lockheed
Corporation for the year ended December 25, 1994, included in its Current Report
(Form 8-K), dated February 21, 1995, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Los Angeles, California
March 13, 1995
EXHIBIT 23-C
CONSENT OF KPMG PEAT MARWICK LLP INDEPENDENT AUDITORS
The Board of Directors
General Electric Company:
The Board of Directors
Martin Marietta Corporation:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Lockheed Martin Corporation of our report, dated
February 3, 1993, relating to the consolidated financial statements of GE
Aerospace Businesses as of December 31, 1992 and 1991 and for each of the years
in the two-year period ended December 31, 1992, which report is incorporated by
reference in the December 31, 1993 annual report on Form 10-K of Martin Marietta
Corporation, which is incorporated herein by reference.
Harrisburg, Pennsylvania
March 13, 1995
EXHIBIT 23-D
CONSENT OF ARTHUR ANDERSEN LLP
INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated January
20, 1994 on our audits of the combined financial statements of the General
Dynamics Space Systems Group as of December 31, 1993 and 1992 and for each of
the three years in the period ended December 31, 1993 included in the Martin
Marietta Corporation's Form 8-K dated May 13, 1994, which is incorporated by
reference into the Lockheed Martin Corporation registration statement on Form
S-4 dated February 9, 1995.
ARTHUR ANDERSEN LLP
San Diego, California
March 13, 1995
EXHIBIT 25
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Daniel M. Tellep March 6, 1995
- ------------------------------------
Daniel M. Tellep
Chief Executive Officer and Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Marcus C. Bennett March 9, 1995
- -------------------------------------------
Marcus C. Bennett
Title: Chief Financial Officer and Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Robert E. Rulon March 6, 1995
- ------------------------------------
Robert E. Rulon
Vice President and Controller
(Chief Accounting Officer)
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Norman R. Augustine March 8, 1995
- ------------------------------------
Norman R. Augustine
Title: Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Lynne V. Cheney March 6, 1995
- ------------------------------------
Lynne V. Cheney
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Edwin I. Colodny March 10, 1995
- ------------------------------------
Edwin I. Colodny
Title: Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Lodwrick M. Cook March 6, 1995
- ------------------------------------
Lodwrick M. Cook
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ James L. Everett, III March 10, 1995
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James L. Everett, III
Title: Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Houston I. Flournoy March 6, 1995
- ------------------------------------
Houston I. Flournoy
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ James F. Gibbons March 6, 1995
- ------------------------------------
James F. Gibbons
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Edward E. Hood, Jr. March 10, 1995
- ------------------------------------
Edward E. Hood, Jr.
Title: Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Caleb B. Hurtt March 9, 1995
- ------------------------------------
Caleb B. Hurtt
Title: Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Gwendolyn S. King March 10, 1995
- ------------------------------------
Gwendolyn S. King
Title: Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Lawrence O. Kitchen March 6, 1995
- ------------------------------------
Lawrence O. Kitchen
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Gordon S. Macklin March 9, 1995
- ------------------------------------
Gordon S. Macklin
Title: Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Vincent N. Marafino March 6, 1995
- ------------------------------------
Vincent N. Marafino
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Eugene F. Murphy March 13, 1995
- ------------------------------------
Eugene F. Murphy
Title: Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Allen E. Murray March 9, 1995
- ------------------------------------
Allen E. Murray
Title: Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Frank Savage March 6, 1995
- ------------------------------------
Frank Savage
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ Carlisle A. H. Trost March 6, 1995
- ------------------------------------
Carlisle A. H. Trost
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, 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 (or post-effective amendments) on Form S-8 relating to
employee benefit plans and/or compensatory plans, contracts or arrangements
available to officers, employees and/or directors of Lockheed Martin Corporation
and/or its subsidiaries, and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act of 1933, as amended, 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 and 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 their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
/s/ James R. Ukropina March 6, 1995
- ------------------------------------
James R. Ukropina
Director
