As filed with the Securities and Exchange Commission on June 13, 2022
Registration No. 333-183326
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-183326
Huntington Ingalls Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 90-0607005 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
4101 Washington Avenue Newport News, VA | 23607 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan
(Full Title of the Plan)
Chad N. Boudreaux
Executive Vice President and Chief Legal Officer
Huntington Ingalls Industries, Inc.
4101 Washington Avenue
Newport News, VA 23607
(Name and Address of Agent for Service)
(757) 380-2000
(Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Huntington Ingalls Industries, Inc. (the “Registrant”) has previously registered shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), to be issued under the Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan (the “2012 Plan”). In connection with the 2012 Plan, the Registrant filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-8 on August 15, 2012 (File No. 333-183326) (the “Registration Statement”).
On May 3, 2022 (the “Approval Date”), the stockholders of the Registrant approved the Huntington Ingalls Industries, Inc. 2022 Long-Term Incentive Stock Plan (the “2022 Plan”). Pursuant to the terms of the 2022 Plan, the maximum number of shares of Common Stock that may be issued under the 2022 Plan shall be the sum of (i) one million two hundred sixty thousand (1,260,000) newly available shares of Common Stock (the “New Shares”), and (ii) any shares subject to the four hundred thirty-six thousand five hundred and forty-five (436,545) awards outstanding as of March 1, 2022 under the 2012 Plan that, on or after March 1, 2022, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares of Common Stock) (the “Carryover Shares”). No further awards will be granted under the 2012 Plan.
The Registration Statement will cover the issuance of the Carryover Shares once they are available for issuance under the 2022 Plan. The Registration Statement otherwise continues in effect as to the balance of the shares of Common Stock remaining available for issuance upon exercise of outstanding awards and then following the exercise of awards previously granted under the 2012 Plan.
Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Registrant disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statement and Securities and Exchange Commission Compliance and Disclosure Interpretation 126.43, the Registrant is filing this Post-Effective Amendment to the Registration Statement (the “Post-Effective Amendment”) to reflect that, as of the Approval Date, the Carryover Shares may be issued under the 2022 Plan, and to file as an exhibit hereto a copy of the 2022 Plan and a new opinion as to the validity of the shares of Common Stock that were previously issuable pursuant to the 2012 Plan. All other items of the Registration Statement are incorporated herein by reference without change to the extent not otherwise amended or superseded by the contents hereof.
Contemporaneously with the filing of this Post-Effective Amendment, the Registrant is filing a registration statement on Form S-8 to register the New Shares that have become available for offer or sale pursuant to the 2022 Plan. No additional securities are being registered by this Post-Effective Amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the SEC. The Registrant hereby incorporates by reference into the Registration Statement the following documents that have been previously filed (not furnished) with the SEC:
| (a) | the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 10, 2022 (File No. 001-34910); |
| (b) | the Registrant’s definitive proxy statement filed with the SEC on March 21, 2022, but only to the extent such information is incorporated by reference in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021; |
| (c) | the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed with the SEC on May 5, 2022 (File No. 001-34910); |
| (d) | the Registrant’s Current Reports on Form 8-K and Form 8-K/A filed with the SEC on February 1, 2022, February 1, 2022, March 4, 2022, March 4, 2022, May 6, 2022 and May 9, 2022; and |
| (e) | the description of the Registrant’s common stock contained under the heading “Description of Capital Stock” in the information statement attached as Exhibit 99.1 to the Registrant’s Registration Statement on Form 10 filed with the Commission on March 16, 2011 pursuant to Section 12 of the Exchange Act, as the description therein has been updated and superseded by the description of our Common Stock contained in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Commission on February 10, 2022, and including any amendments or reports filed for the purpose of updating such description (File No. 001-34910). |
In addition, all other documents filed (not furnished) by the Registrant pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Exchange Act on or after the date of this Post-Effective Amendment and prior to the filing of a subsequent post-effective amendment to the Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated in the Registration Statement by reference and to be a part of the Registration Statement from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed incorporated by reference into the Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement.
| Item 8. | Exhibits. |
The following exhibits are incorporated herein by reference:
| * | Filed herewith |
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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport News, Commonwealth of Virginia, on this 13th of June, 2022.
| HUNTINGTON INGALLS INDUSTRIES, INC. | ||
| By: | /s/ Christopher D. Kastner | |
| Christopher D. Kastner | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Huntington Ingalls Industries, Inc., hereby severally constitute and appoint Chad N. Boudreaux and Charles R. Monroe, Jr., and each of them singly (with full power to each of them to act alone), our true and lawful attorneys with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below, the Post-Effective Amendment to the Registration Statement filed herewith and any and all subsequent amendments to the Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Huntington Ingalls Industries, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Christopher D. Kastner | President and Chief Executive Officer, and Director (Principal Executive Officer) | June 13, 2022 | ||
| Christopher D. Kastner | ||||
/s/ Thomas E. Stiehle | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | June 13, 2022 | ||
| Thomas E. Stiehle | ||||
/s/ Nicolas G. Schuck | Corporate Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | June 13, 2022 | ||
| Nicolas G. Schuck | ||||
/s/ Kirkland H. Donald | Chairman | June 13, 2022 | ||
| Kirkland H. Donald | ||||
/s/ C. Michael Petters | Vice Chairman | June 13, 2022 | ||
| C. Michael Petters | ||||
/s/ Philip M. Bilden | Director | June 13, 2022 | ||
| Philip M. Bilden | ||||
/s/ Augustus L. Collins | Director | June 13, 2022 | ||
| Augustus L. Collins | ||||
/s/ Victoria D. Harker | Director | June 13, 2022 | ||
| Victoria D. Harker | ||||
/s/ Frank R. Jimenez | Director | June 13, 2022 | ||
| Frank R. Jimenez | ||||
/s/ Anastasia D. Kelly | Director | June 13, 2022 | ||
| Anastasia D. Kelly | ||||
/s/ Tracy B. McKibben | Director | June 13, 2022 | ||
| Tracy B. McKibben | ||||
/s/ Stephanie L. O’Sullivan | Director | June 13, 2022 | ||
| Stephanie L. O’Sullivan | ||||
/s/ Thomas C. Schievelbein | Director | June 13, 2022 | ||
| Thomas C. Schievelbein | ||||
/s/ John K. Welch | Director | June 13, 2022 | ||
| John K. Welch | ||||
/s/ Stephen R. Wilson | Director | June 13, 2022 | ||
| Stephen R. Wilson | ||||