As filed with the Securities and Exchange Commission on July 29, 2008
Registration No. 333-77056
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Northrop Grumman Corporation
(Exact Name of Registrant as Specified in Its Charter)
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1840 Century Park East |
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Los Angeles, California 90067 |
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Delaware
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(310) 553-6262
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95-4840775 |
(State or Other Jurisdiction of
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(Address, Including Zip Code, and Telephone Number, Including Area
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(I.R.S. Employer |
Incorporation or Organization)
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Code, of Registrants Principal Executive Offices)
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Identification Number) |
Stephen D. Yslas
Corporate Vice President, Secretary and Deputy General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies To:
John J. Hentrich, Esq.
John D. Tishler, Esq.
Sheppard, Mullin, Richter & Hampton LLP
12275 El Camino Real, Suite 200
San Diego, California 92130-2006
(858) 720-8900
Approximate Date of Commencement of Proposed Sale to the Public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following
box: o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
TERMINATION OF REGISTRATION
On January 18, 2002, Northrop Grumman Corporation filed this Registration Statement on Form
S-3, Registration No. 333-77056, pertaining to its Debt Securities, Preferred Stock, $1.00 par
value, Common Stock, $1.00 par value, Warrants to Purchase Debt Securities, Warrants to Purchase
Equity Securities, Stock Purchase Contracts, and Stock Purchase Units, with the SEC.
The offering contemplated by the Registration Statement has terminated. In accordance with an
undertaking made by the undersigned Registrant in the Registration Statement to remove from
registration, by means of a post-effective amendment, any securities which remain unsold at the
termination of the offering, the undersigned Registrant hereby removes and withdraws from
registration all securities registered pursuant to this Registration Statement which remained
unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478
thereunder, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California, on July 29, 2008.
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NORTHROP GRUMMAN CORPORATION
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By: |
/s/ Mark Rabinowitz
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Mark Rabinowitz |
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Corporate Vice President and Treasurer |
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