Delaware | 13-1673581 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Emerging growth company | ¨ | ||
Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, par value $1.00 per share........................... | 450,000 Shares (1) | $174.16 (2) | $78,372,000 (2) | $9,499 | ||||
(1) | The amount to be registered also includes an indeterminate number of additional shares of common stock, $1.00 par value per share (the “Common Stock”), of General Dynamics Corporation, a Delaware corporation (the “Registrant”), that may be issued to adjust the number of shares issued pursuant to the plan described herein as a result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding Common Stock, in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the registration fee are based on the average of the high and low prices per share of the Registrant’s Common Stock as reported on the New York Stock Exchange on May 6, 2019. |
(a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Annual Report”), as filed with the Commission on February 13, 2019; |
(b) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed with the Commission on April 24, 2019; |
(c) | The Registrant’s Current Reports on Form 8-K filed with the Commission on March 6, 2019, March 29, 2019 and May 2, 2019; and |
(d) | The description of the Common Stock of the Registrant which is contained in the Registration Statement on Form S-4 (No. 333-80213), filed with the Commission on June 8, 1999, including any amendment or report filed for the purpose of updating such description. |
• | To the extent not inconsistent with Delaware law as in effect from time to time, the Registrant shall indemnify current and former directors and officers of the Registrant, and current and former directors and officers of certain other corporations serving at the written request of the Registrant, against any and all liability and reasonable expense that may be incurred by such individuals in connection with or resulting from any claim, action, suit or proceeding by reason of the individual being or having been a director or officer or by reason of any action taken or not taken by the individual in his capacity as such, if such individual is either wholly successful with respect thereto, or acted in good faith in what he reasonably believed to be the best interests of the Registrant or other relevant corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. |
• | Every person covered by the indemnification provision in the Certificate of Incorporation who has been wholly successful with respect to any claim, action, suit or proceeding shall be entitled to indemnification. Every other person claiming indemnification shall be entitled to indemnification only if special independent legal counsel, other than regular counsel of the Registrant, or other disinterested person or persons, in either case compensated by the Registrant and selected by the Registrant’s Board of Directors (the “Board”) shall deliver to the Registrant their written finding that such person has met the required standards of conduct. |
• | Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Registrant prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless he is entitled to indemnification under the Certificate of Incorporation. |
• | The rights of indemnification provided by the Certificate of Incorporation are not exclusive and the Board has the authority at any time to approve the indemnification of directors and officers or other persons to the full extent permitted by the provisions of the DGCL at the time in effect, whether on account of past or future actions or transactions. |
4.1 |
4.2 |
4.3 |
5.1 |
23.1 |
23.2 | Consent of Gregory S. Gallopoulos, Senior Vice President, General Counsel and Secretary of General Dynamics Corporation (included in Exhibit 5.1 hereto)* |
24.1 |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
GENERAL DYNAMICS CORPORATION | |
By: | /s/ Gregory S. Gallopoulos |
Gregory S. Gallopoulos | |
Senior Vice President, General Counsel and Secretary |
Signature | Title |
/s/ Phebe N. Novakovic | Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
Phebe N. Novakovic | |
/s/ Jason W. Aiken | Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Jason W. Aiken | |
/s/ William A. Moss | Vice President and Controller (Principal Accounting Officer) |
William A. Moss | |
* | Director |
James S. Crown | |
* | Director |
Rudy F. deLeon | |
* | Director |
Cecil D. Haney | |
* | Director |
Lester L. Lyles | |
* | Director |
Mark M. Malcolm | |
* | Director |
C. Howard Nye | |
* | Director |
William A. Osborn | |
* | Director |
Catherine B. Reynolds |
* | Director |
Laura J. Schumacher | |
* | Director |
Peter A. Wall |
* | By Gregory S. Gallopoulos, pursuant to a Power of Attorney executed by the persons identified above, which Power of Attorney has been filed as an exhibit hereto and is incorporated herein by reference thereto. |
By: | /s/ Gregory S. Gallopoulos |
Gregory S. Gallopoulos |
1. | Definitions |
“Accounting Period” | __ | an accounting reference period of the Company; | |
“Act” | __ | the Income Tax (Earnings and Pensions) Act 2003; | |
“Acquiring Company” | __ | where the conditions of paragraph 38 of Schedule 3 are met, such company as shall be at any time the “acquiring company” as defined in that paragraph; | |
“Adoption Date” | __ | the date on which the Plan is adopted by a resolution of the Board; | |
“Announcement Date” | __ | the date on which the results of the Company are announced for any period; | |
“Application” | __ | an application for an Option in the form as approved by the Committee from time to time; | |
“Approval Date” | __ | the date upon which HM Revenue and Customs approves the Plan; | |
“Associated Company” | __ | has the same meaning as in paragraph 47 of Schedule 3; | |
“Auditors” | __ | the auditors for the time being of the Company (acting as experts and not as arbitrators); | |
“Board” | __ | the board of directors of the Company or a duly constituted committee thereof at which a quorum is present; | |
“Bonus Date” | __ | where repayments under the relevant Savings Contract are taken as including the Maximum Bonus, the earliest date on which the Maximum Bonus is payable and in any other case the earliest date on which a bonus is payable under the relevant Savings Contract; | |
“Committee” | __ | the Compensation Committee of the Board of Directors of the Company comprising two or more members of the Board of Directors, all of whom shall be “non-employee directors” or the Board of Directors of any Participating Company to which such authority is delegated by the Compensation Committee; | |
“Company” | __ | General Dynamics Corporation or save for Rules 2, 3, 4, 5 and 10.2; | |
__ | (i) | the Acquiring Company; or | |
__ | (ii) | some other company falling within sub-paragraph (b) or sub-paragraph (c) of paragraph 10 of Schedule 3 over whose shares a New Option has been granted; | |
“Common Stock” | __ | General Dynamics Corporation Common Stock; | |
“Control” | __ | has the same meaning as in section 719 of the Act; |
“Date of Grant” | __ | the date on which an Option is, was or is to be granted under the Plan, pursuant to Rule 4.1, or on which an Option is or was treated as being granted pursuant to Rule 4.3; | |
“Dealing Day” | __ | a day on which The New York Stock Exchange is open for the transaction of business; | |
“Eligible Employee” | __ | any employee or director of any Participating Company who: | |
(a) | __ | (i) | in the case of a director, normally devotes more than 25 hours per week to his duties (exclusive of meal breaks); |
__ | (ii) | has earnings from his office or employment which meet (or would meet if there were any) the requirements set out in paragraphs 6(2)(c) of Schedule 3; | |
__ | (iii) | is employed by any Participating Company on the date on which the Committee grants an Option pursuant to Rule 4.1 below; | |
(b) | __ | has been nominated by the Committee either individually or as a member of a category of directors or employees for participation in the Plan; | |
(c) | __ | is not prohibited from participating by the provisions of Paragraph 8 of Schedule 3 (whether falling within (a) or (b) above); | |
“Exercise Price” | __ | the amount as determined by the Board and expressed in dollars, which a Participant shall pay to acquire Common Stock on the exercise of an Option being, subject to Rule 4.3 and Rule 8 not less than 80% or other such percentage as is for the time being permitted by statute or other statutory provision of Fair Market Value of Common Stock on the day the Invitation was issued pursuant to Rule 2 if the Exercise Price is specified in the Invitation or, if the Exercise Price is notified to the Eligible Employees after the Invitations are issued but before the Options are granted in accordance with Rule 2.2, on the date the Eligible Employees are so notified; | |
“Fair Market Value” | __ | on any day an amount equal to the closing middle market quotation of Common Stock on the New York Stock Exchange for the immediately preceding Dealing Day or if on that day the Shares are not so listed, the market value of Common Stock determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed with HM Revenue and Customs Shares and Assets Valuation on or before that day, in either case determining (if so required for the purposes of any relevant provisions in Schedule 3) the market value of Common Stock that is subject to a Restriction as if it was not subject to any Restriction; | |
“Group” | __ | the Company and its Subsidiary companies and the phrase “Group Company” shall be construed accordingly; |
“Group Employee” | __ | a director or employee of any Group Company; | |
“ICTA” | __ | means the Income and Corporate Taxes Act 1988; | |
“Injury or Disability” | __ | the cessation of employment or office by reason of injury or disability provided the Committee are satisfied, on production of such evidence as it may reasonably require: | |
__ | (i) | that the individual has ceased to exercise and, by reason of injury or disability, is incapable of exercising that office or employment; and | |
__ | (ii) | that the individual is likely to remain so incapable for the foreseeable future; | |
“Invitation” | __ | a letter of invitation to participate in the Plan in a form approved by the Committee from time to time; | |
“Invitation Period” | __ | subject to Rule 10.6 any time following the Approval Date; | |
“Maximum Bonus” | __ | the bonus payable to the Participant at the maturity of a Savings Contract which matures after seven years; | |
“New Option” | __ | an option over shares meeting the requirements of sub-paragraphs 39 (4)(a) to (d) of Schedule 3, granted in consideration for the release of a Subsisting Option within the relevant period specified in paragraph 58(3) of Schedule 3; | |
“Nominated Savings Authority” | __ | the savings authority or the savings authorities (as the case may be) nominated by the Company for the purposes of the Plan; | |
“Non-UK Company Reorganisation Arrangement” | __ | has the same meaning as in paragraph 47A of Schedule 3; | |
“Option” | __ | a right to purchase Common Stock granted or to be granted pursuant to Rules 4.1, 4.2 or 4.3; | |
“Option Certificate” | __ | an option certificate in a form approved by the Committee from time to time; | |
“Participant” | __ | a person who has been granted an Option or (where the context admits) his legal personal representative(s); | |
“Participating Company” | __ | any Group Company nominated by the Committee to participate in the Scheme from time to time; | |
“Recognised Exchange” | __ | a recognised stock exchange within the meaning of section 109 of the Finance Act 2007 or a recognised investment exchange within the meaning of the Financial Services and Markets Act 2000; | |
“this Plan” or “the Plan” | __ | the General Dynamics United Kingdom Share Save Plan constituted and governed by the Rules with, and subject to any amendments thereto properly effected; | |
“Redundancy” | __ | the cessation of employment or office by reason of redundancy within the meaning of the Employment Rights Act 1996; | |
“Renewal Date” | __ | March 4, 2019; |
“Restriction” | __ | a restriction within the meaning given to that term by paragraph 48(3) of Schedule 3; | |
“Retirement” | __ | the cessation of employment or office by reason of retirement | |
“Rules” | __ | the rules of the Plan as the same may be amended from time to time and “Rule” shall be construed accordingly; | |
“Savings Contract” | __ | a 3 or 5 year contract under a certified contractual savings scheme (within the meaning of section 702 of the Income Tax (Trading and Other Income) Act 2005 entered into by an Eligible Employee with a Nominated Savings Authority; | |
“Schedule 3” | __ | Schedule 3 to the Act; | |
“Schedule 3 SAYE Option Scheme” | __ | has the same meaning as in paragraph 1 of Schedule 3; | |
“Specified Age” | __ | age 65; | |
“Standard 3 Year Bonus” | __ | the bonus (if any) payable to the Participant under a Savings Contract which matures after three years; | |
“Standard 5 Year Bonus” | __ | the bonus (if any) payable to the Participant under a Savings Contract which matures after five years; | |
“Subsidiary” | __ | a company which is under the Control of the Company and which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006; | |
“Subsisting Option” | __ | an Option which has been granted and which has not lapsed, been surrendered, renounced or been exercised in full. |
1.2 | In these Rules, except insofar as the context otherwise requires: |
(i) | words denoting the singular shall include the plural and vice versa; |
(ii) | words importing a gender shall include every gender and references to a person shall include bodies corporate and unincorporated and vice versa; |
(iii) | reference to any enactment shall be construed as a reference to that enactment as from time to time amended, modified, extended or re-enacted and shall include any orders, regulations, instruments or other sub-ordinate legislation made under the relevant enactment; |
(iv) | words have the same meanings as in Schedule 3 unless the context otherwise requires; and |
(v) | headings and captions are provided for reference only and shall not be considered as part of the Plan. |
2. | Invitation to apply for Options |
(i) | the date, being not less than 14 days after the issue of the Invitation, by which an application must be made; |
(ii) | whether or not the Eligible Employee may take out a 3 or 5 year Savings Contract; |
(iii) | the Exercise Price or that the Exercise Price will be notified to Eligible Employees at a reasonable time prior to the closing date for Applications; |
(iv) | whether or not for the purpose of determining the number of shares of Common Stock over which an Option may be exercised, the repayment under the Savings Contract is to be taken: |
(a) | as including the Maximum Bonus; |
(b) | as including only the Standard 5 Year Bonus or the Standard 3 Year Bonus; |
(c) | as not including a bonus; |
(v) | the maximum permitted aggregate monthly savings contribution being the lesser of the maximum amount specified in Paragraph 25 of Schedule 3 or such other maximum as may be determined by the Committee, and be permitted by HM Revenue and Customs pursuant to Schedule 3 and by the Nominated Savings Authority; |
2.3 | Each Invitation shall be accompanied by an Application which shall provide for the applicant to state: |
(i) | the monthly savings contribution being a multiple of £1 and not less than £5 which he wishes to make under the related Savings Contract; |
(ii) | whether or not he wishes to take out a 3 or 5 year Savings Contract; |
(iii) | that his proposed monthly savings contribution, when added to any monthly savings contributions then being made under any other Savings Contract will not exceed the maximum permitted aggregate monthly savings contribution specified in the Invitation; |
(iv) | his election as to whether for the purpose of determining the maximum value of shares of Common Stock over which an Option is to be granted, the repayment under the Savings Contract is to be taken as including the Maximum Bonus, the Standard 5 Year Bonus, or the Standard 3 Year Bonus or as not including a bonus, |
2.4 | Each Application shall be deemed to be for an Option to acquire such number of shares of Common Stock as can be bought at the Exercise Price with the repayment under the related Savings Contract. |
3. | Scaling Down |
(i) | the excess over £5 of the monthly savings contribution chosen by each applicant shall be reduced pro rata to the extent necessary; |
(ii) | each election for a Maximum Bonus to be included in the repayment under the Savings Contract shall be deemed to be an election for the Standard 5 Year Bonus to be included; |
(iii) | each election for a Standard 5 Year Bonus or a Standard 3 Year Bonus to be included in the repayment under the Savings Contract shall be deemed to be an election for the bonus to be excluded; |
(iv) | applications will be selected by lot, each based on a monthly savings contribution of £5 and the inclusion of no bonus in the repayment under the Savings Contract. |
4. | Grant of Options |
5. | Limitations on Grant |
6. | Exercise of Options |
(i) | the Bonus Date; |
(ii) | the death of the Participant; |
(iii) | upon the Participant ceasing to be a Group Employee where that cessation was by reason of Injury, Disability, Redundancy, or Retirement or by reason of a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006; |
(iv) | an opportunity to exercise the Option pursuant to Rule 7; |
(v) | upon the Participant ceasing to be a Group Employee, where that cessation was by reason only that his employing company which is an associated company of the Company (within the meaning given to that term in paragraph 35(4) of Schedule 3) ceases to be such an associated company by reason of a change of control (as determined in accordance with sections 450 and 451 of the Corporation Tax Act 2010), or that the office or employment relates to a business or part of a business which is transferred to a person who is neither an Associated Company of the Company nor a company of which the Company has Control where the transfer is not a relevant transfer within the meaning of the Transfer of Undertaking (Protection of Employment) Regulations 2006. |
(i) | except where the Participant has died, the expiry of six months following the Bonus Date; |
(ii) | where the Participant has died within six months following the Bonus Date, the first anniversary of the Bonus Date; |
(iii) | where the Participant has died before the Bonus Date, the first anniversary of his death; |
(iv) | unless the Participant has died, on the expiry of six months after the Option has become exercisable by virtue of Paragraph (iii) or (v) of Rule 6.1; |
(v) | immediately following the Participant ceasing to be a Group Employee save when the Participant ceases to be a Group Employee in the circumstances in Rule 6.1(ii), (iii), (iv) and (v) above, and save when the Participant ceases to be a Group Employee but continues to be an employee or director of any Associated Company or company of which the Company has Control; |
(vi) | the expiry of six months after the Option has first become exercisable in accordance with Rule 7; |
(vii) | the Participant being adjudicated bankrupt; |
(viii) | upon the Participant giving notice, (or under the terms of his Savings Contract being deemed to have given notice), to the Nominated Savings Authority that he intends to stop paying monthly contributions under his Savings Contract prior to the date upon which a right to exercise the Option shall arise; |
(ix) | on the winding up other than a voluntary winding up of the Company; and |
(x) | six months following a voluntary winding up of the Company. |
7. | Take-overs, Reconstructions and Liquidations |
(i) | a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by him) which is unconditional or which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or |
(ii) | a general offer to acquire all the shares (other than shares which are already owned by him) in the Company which are of the same class as Common Stock subject to a Subsisting Option |
8. | Variation of Share Capital |
(i) | the aggregate amount payable on the exercise of an Option in full is neither materially changed nor increased beyond the expected repayment under the Saving Contract at the Bonus Date; |
(ii) | at any time when the Plan remains approved by HM Revenue and Customs no adjustment shall take effect without the prior approval of HM Revenue and Customs; |
(iii) | following the adjustment the Common Stock shall continue to satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 3; and |
(iv) | the total Fair Market Value of Common Stock subject to any Option is immediately after the adjustment or adjustments substantially the same as what it was immediately before the adjustment or adjustments. |
9. | Manner of Exercise of Options |
10. | Administration and Amendment |
(i) | no amendment to a “key feature” (as defined in paragraph 40B(8) of Schedule 3) shall have effect whilst the Plan is and is intended to remain a Schedule 3 SAYE Option Scheme, and if such status is not to be maintained, this Rule shall not apply; and |
(ii) | the Company shall provide such information and make such declarations to HM Revenue and Customs in relation to any amendment to “a “key feature” (as defined in paragraph 40B(8) of Schedule 3) as is required for the purposes of Schedule 3. |
/s/ James S. Crown | /s/ C. Howard Nye | |
James S. Crown | C. Howard Nye | |
/s/ Rudy F. deLeon | /s/ William A. Osborn | |
Rudy F. deLeon | William A. Osborn | |
/s/ Cecil D. Haney | /s/ Catherine B. Reynolds | |
Cecil D. Haney | Catherine B. Reynolds | |
/s/ Lester L. Lyles | /s/ Laura J. Schumacher | |
Lester L. Lyles | Laura J. Schumacher | |
/s/ Mark M. Malcolm | /s/ Peter A. Wall | |
Mark M. Malcolm | Peter A. Wall | |
/s/ Phebe N. Novakovic | ||
Phebe N. Novakovic | ||
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