Table of Contents
As filed with the Securities and Exchange Commission on November 24, 2010
File No. 001-34910
File No. 001-34910
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Huntington Ingalls Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 90-0607005 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
4101 Washington Avenue | ||
Newport News, Virginia | 23607 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(757) 380-2000
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which | ||
Title of Each Class to be so Registered | Each Class is to be Registered | |
Common stock, par value $1.00 per share | The New York Stock Exchange, Inc. |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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 Securities Exchange Act of 1934, as amended. (Check one):
Large accelerated filer | o | Accelerated filer | o | |||
Non-accelerated filer | x | Smaller reporting company | o |
(Do not check if a smaller reporting company)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Item 1. Business
The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections “Summary,” “Description of Capital Stock,” “Selected Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the section “Business—Properties” of the Information Statement. That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the section “Security Ownership of Beneficial Owners and Management” of the Information Statement. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section “Management” of the Information Statement. That section is incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the section “Executive Compensation” of the Information Statement. That section is incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained under the sections “Management,” “Executive Compensation” and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings
The information required by this item is contained under the section “Business—Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The information required by this item is contained under the sections “Risk Factors,” “The Spin-Off,” “Dividends,” “Executive Compensation” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
None.
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Item 11. Description of Registrant’s Securities to be Registered
The information required by this item is contained under the section “Description of Capital Stock” of the Information Statement. That section is incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the section “Description of Capital Stock—Liability and Indemnification of Directors and Officers” of the Information Statement. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections “Description of Capital Stock,” “Selected Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) Financial Statements
The information required by this item is contained under the section “Index to Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
(b) Exhibits
The following documents are filed as exhibits hereto:
Exhibit No. | Description | |
2.1 | Form of Separation and Distribution Agreement.* | |
3.1 | Form of Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc.* | |
3.2 | Form of Restated Bylaws of Huntington Ingalls Industries, Inc.* | |
4.1 | Form of certificate representing shares of common stock, par value $1.00 per share, of Huntington Ingalls Industries, Inc.* | |
10.1 | Form of Employee Matters Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.* | |
10.2 | Form of Insurance Matters Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.* | |
10.3 | Form of Intellectual Property License Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.* | |
10.4 | Form of Tax Matters Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.* | |
10.5 | Form of Transition Services Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.* | |
10.6 | Loan Agreement dated as of May 1, 1999 between Ingalls Shipbuilding, Inc. and the Mississippi Business Finance Corporation relating to the Economic Revenue Development Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024. | |
10.7 | Indenture of Trust dated as of May 1, 1999 between the Mississippi Business Finance Corporation and the First National Bank of Chicago, as Trustee, relating to the Economic Revenue Development Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024. | |
10.8 | Loan Agreement dated as of December 1, 2006 between Northrop Grumman Ship Systems, Inc. and the Mississippi Business Finance Corporation relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028. | |
10.9 | Trust Indenture dated as of December 1, 2006 between the Mississippi Business Finance Corporation and The Bank of New York Trust Company, N.A., as Trustee, relating to the Gulf |
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Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028. | ||
21.1 | Subsidiaries of Huntington Ingalls Industries, Inc. | |
99.1 | Information Statement. |
* | To be filed by amendment. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
HUNTINGTON INGALLS INDUSTRIES, INC. | ||||
By: | /s/ C. Michael Petters | |||
President and Chief Executive Officer |
Date: November 24, 2010
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