FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported) – June 26, 2004

 


 

LOCKHEED MARTIN CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other

jurisdiction of Incorporation)

 

1-11437

(Commission

File Number)

 

52-1893632

(IRS Employer

Identification No.)

 

6801 Rockledge Drive,

Bethesda, Maryland

(Address of principal executive offices)

 

20817

(Zip Code)

 

(301) 897-6000

(Registrant’s telephone number, including area code)

 


 

Not Applicable

(Former name or address, if changed since last report)

 



Item 5. Other Events

 

On June 26, 2004, Lockheed Martin Corporation issued a press release announcing that it has terminated its merger agreement with The Titan Corporation. A copy of the press release is attached as Exhibit No. 99 to this report and is incorporated herein by reference.

 

Item 7. Financial Statements and Exhibits

 

Exhibit No.

  

Description


99    Lockheed Martin Corporation Press Release dated June 26, 2004.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

LOCKHEED MARTIN CORPORATION
By   /s/    Christopher E. Kubasik        
   

Christopher E. Kubasik

Senior Vice President and

Chief Financial Officer

 

June 28, 2003

 

INDEX TO EXHIBITS

 

Exhibit No.

  

Description


99    Lockheed Martin Corporation Press Release dated June 26, 2004.

 

2

EXHIBIT 99

[LOGO]

 

Exhibit 99

 

Information

 

LOCKHEED MARTIN TERMINATES MERGER

AGREEMENT WITH THE TITAN CORPORATION

 

BETHESDA, Md., June 26, 2004—Lockheed Martin Corporation (NYSE: LMT) announced that it has terminated the merger agreement with The Titan Corporation because Titan did not satisfy all the closing conditions on or before June 25, 2004. Under the terms of the amended merger agreement, either party could terminate the merger agreement if Titan either (i) had not obtained written confirmation from the Department of Justice that the investigation of alleged Foreign Corrupt Practices Act (FCPA) violations was resolved as to Titan and the Department did not intend to pursue any claims against Titan; or (ii) Titan had not entered into a plea agreement on or prior to June 25, 2004, provided that the terminating party had not contributed to the failure to consummate the merger through a breach of its obligations in any material respect. Titan did not satisfy either requirement.

 

The merger agreement was entered into on September 15, 2003, and was amended twice to provide additional time for Titan to resolve FCPA concerns with the U.S. Government. The corporation declined Titan’s request for a further extension.

 

Headquartered in Bethesda, Md., Lockheed Martin employs about 130,000 people worldwide and is principally engaged in the research, design, development, manufacture and integration of advanced technology systems, products and services. The corporation reported 2003 sales of $31.8 billion.

 

# # #

 

Media Contact: Tom Jurkowsky, (301) 897-6352

                    Jeff Adams, (301) 897-6308

 

Investor Relations contacts: James Ryan, (301) 897-6584

 

Michael Gabaly, (301) 897-6455

 

For additional information, visit our website:

 

http://www.lockheedmartin.com

 

-3-