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) -- May 4, 1995
(Exact name of registrant as specified in its charter)
LOCKHEED MARTIN CORPORATION
Maryland 1-11437 52-1893632
(State or other (CommissiOn (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
6801 Rockledge Drive Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)
(301) 897-6000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
The exhibit index as required by item 601(a) of Regulation S-K is included on
page 3 of this report. This report includes 11 pages.
Page 1 of 11
Item 5. Other Events
On March 15, 1995, Lockheed Corporation ("Lockheed") and
Martin Marietta Corporation ("Martin Marietta") consummated a
transaction (the "Combination") pursuant to which Lockheed and
Martin Marietta became wholly-owned subsidiaries of a new holding
corporation, Lockheed Martin Corporation ("Lockheed Martin"). A
detailed description of the Combination is contained within the
Joint Proxy Statement/Prospectus which forms a part of Lockheed
Martin's Form S-4 Registration Statement (No. 33-57645) filed
with the Securities and Exchange Commission (the "Commission")
February 9, 1995.
Following the filing of a "Complaint for Permanent
Injunction and Certain Ancillary Relief" by the Commission in the
United States District Court for the District of Columbia on
April 13, 1976 (Securities and Exchange Commission v. Lockheed
Aircraft Corporation, et al. Civil Action No. 76-0611), Lockheed
(then known as Lockheed Aircraft Corporation) consented to the
entry of a Final Judgement of Permanent Injunction which
incorporates a Consent and Undertaking pursuant to which
Lockheed, among other things, represented to the Commission that
its Board of Directors had adopted, implemented and would
maintain a Statement of Policies and Procedures (the "Statement")
with respect to payments by Lockheed to any official or employee
of any government or any official or employee of any entity owned
and/or controlled by any government which payments would be
unlawful under the laws of the United States or such foreign
country.
In addition, Lockheed agreed to file a copy of the Statement
with the Commission as an Exhibit to a Current Report on Form 8-K
and a copy of Lockheed Management Policy Statement (MPS) 168
which contains the Statement was so filed as Exhibit E to
Lockheed's Current Report on Form 8-K, dated May 6, 1976.
Further, Lockheed represented to the Commission that, in the
event there was an intent to change the policy embodied in the
Statement, at least 10 days prior to the effectiveness of the
contemplated policy change, Lockheed would file a copy of the
revised Statement with the Commission via a Current Report on
Form 8-K.
As a wholly-owned subsidiary of Lockheed Martin, Lockheed is
adopting the policies and procedures of Lockheed Martin. One of
these procedures, Procedure No.: INT-01 has as its subject
Consultants to Lockheed Martin Corporation and will, upon its
effectiveness, supplant MPS 168.
As a result of the Combination, Lockheed no longer has
securities registered pursuant to Section 13 or 15(d) of the
Page 2 of 11
Securities Exchange Act of 1934. Consequently, on behalf of
Lockheed, Lockheed Martin has included, as an exhibit to this
filing, its proposed Procedure No.: INT-01. The effectiveness of
INT-01 is expressly conditioned upon this Form 8-K having been filed
with the Commission at least 10 days prior to the effective date.
Item 7. Financial Statements and Exhibits
Financial Statements
None
Exhibits
99 Lockheed Martin Corporation Procedure No.: INT-01
- Consultants to Lockheed Martin Corporation
Page 3 of 11
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
/s/ Stephen M. Piper
By : Stephen M. Piper
Its: Assistant General Counsel
Date: 4 May 1995
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Corporate Headquarters
Procedure No: INT-01
Issued: March 17, 1995
Effective Date: 10 days after filing with SEC
Copyright 1995 by Lockheed Martin Corporation
Important Notice: A hard copy of this document may not be the
document currently in effect. The current version is always the
version on the Lockheed Martin internet.
Subject: Consultants to Lockheed Martin Corporation
- ---------------------------------------------------------------
This interim procedure is provided by Chairman and Chief
Executive Officer Daniel M. Tellep and President Norman R.
Augustine. This document will provide policy and procedure
guidance pending release of a new Lockheed Martin Corporate
Policy or Procedure on this subject. Questions should be
directed to either Vice President & General Counsel Frank H.
Menaker, Jr., or to Vice President & Chief Counsel William T.
Vinson.
This procedure contains the following sections:
A. International Consultant Approval Process
B. Domestic Business Development Consultants
Exhibit A - International Consultants Approval Cycle
Exhibit B - International Consultants - After Approval
Exhibit C - Domestic Business Development Consultants Review
Process
Click here for general Applicability Statement
- ---------------------------------------------------------------
A. INTERNATIONAL CONSULTANT APPROVAL PROCESS
The actions required for the appointment or renewal of any
international consultant are as follows:
1.0 After a business site or Regional Vice President has
identified a proposed consultant, the applicable Regional Vice
President will submit a form letter to the applicant for
appointment or renewal with the following enclosures:
- - Application form (International Application for
Appointment/Renewal of Appointment);
- - Code of Ethics and Standards of Conduct;
- - Consultant orientation form;
- - Disclaimer letter (no work without written contract); and
- - Standard agreement (terms and conditions of generic commission
or retainer agreement).
2.0 The Regional Vice President will perform preliminary due
diligence by meeting with proposed consultant, visiting the
proposed consultant's offices in the country where services would
be performed, obtaining a list of references to be checked
(preferably other U.S. companies in the same industry) and
obtaining a World Traders Data Report (WTDR) from the U.S.
Embassy in that country.
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3.0 The Regional Vice President will prepare a
Recommendation/Assessment/Certification form and will submit it
to Corporate Legal with the following:
- - Application form, completed by the proposed consultant;
- - Disclaimer letter, signed by proposed new appointment;
- - Requested information for references; and
- - WTDR (if obtainable directly from the U.S. Embassy in-country).
4.0 The Regional Vice President will obtain on the
Recommendation/Assessment/Certification form the signatures of
the head(s) of the site(s) involved and the Vice President,
International Business Development, signifying their concurrence
with the use of the proposed consultant.
5.0 Corporate Legal will perform a full due diligence background
check on the applicant, including all of the following:
5.1 Contacting the U.S. Embassy in the foreign country to
discuss the WTDR and check the applicant's reputation;
5.2 Obtaining (or updating) an in-country legal opinion
confirming that the agreement with the proposed consultant is
lawful and that the proposed level of compensation is reasonable;
5.3 Checking listed references and checking with other companies
working with the proposed consultant in the same or a related
industry as an additional background check and to avoid potential
conflicts of interest.
5.4 Personal interview to ensure the proposed consultant's full
understanding of, and agreement to comply with, the Corporation's
Code of Ethics, FCPA and other applicable U.S. and foreign legal
requirements;
5.5 Review and negotiation of the Corporation's standard terms
and conditions with the proposed consultant to ensure that no
"red flags" exist and to ensure that the proposed terms are
within the scope of the Guidelines established by the Consultant
Review Committee (CRC);
5.6 Policies and procedures review (confirming that retention of
the proposed consultant would be in compliance with the
Corporation's policies and procedures);
5.7 Legal compliance review [confirming that retention of the
proposed consultant would be in compliance with the FCPA and
other applicable U.S. and local law requirements, including
disclosure requirements (e.g., ITAR Part 130)]; and
5.8 Integrity evaluation (confirming that the proposed
consultant appears to be of high integrity and likely to comply
with the requirements of the Code of Ethics).
5.9 Upon satisfactory completion of Corporate Legal due
diligence, a proposed consultant agreement which does not exceed
the CRC's Guidelines will be forwarded by Corporate Legal to the
proposed consultant for signature and, upon return, to the Vice
President International Business Development or his designee for
execution and appointment of a Contract Monitor.
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5.10 Upon satisfactory completion of Corporate Legal due
diligence, a proposed consultant agreement which exceeds the
CRC's Guidelines will be forwarded by Corporate Legal to the CRC
for its review and unanimous approval. In the event such
approval is obtained, Corporate Legal will send the proposed
agreement to the proposed consultant and follow the procedure
outlined in Paragraph 5.9 above.
5.11 In the event that Corporate Legal determines a proposed
consultant to be unsatisfactory and the Vice
President-International Business Development disagrees, the
latter may appeal the decision of Corporate Legal to the CRC.
5.12 Corporate Legal may refer any proposed consultant agreement
to the CRC for its review and approval for any reason, in
addition to instances in which a proposed consultant agreement
exceeds the CRC's Guidelines.
5.13 In addition to its review of proposed consultant agreements
under the circumstances outlined above, the CRC also will review
all proposed post-award services agreements or subcontracts with
consultants, including proposed agreements with consultants to
help the Corporation satisfy foreign offset requirements or
obligations.
6.0 The CRC will be responsible for:
6.1 Approving the Corporation's policies and procedures with
respect to consultants;
6.2 Approving the Corporation's standard terms and conditions
for use with all consultants;
6.3 Establishing Guidelines to determine which proposed
consultant agreements must be reviewed by the CRC prior to
execution by the Vice President-International Business
Development;
6.4 Approving or disapproving proposed consultant agreements
which exceed the Guidelines or which are brought to it by the
Corporate Legal Department or on appeal by the Vice
President-International Business Development; and
6.5 Approving or disapproving all proposed post-award services
agreements or subcontracts with consultants as described in
Paragraph 5.13 above.
7.0 The CRC will be composed of the Corporation's Chief
Financial Officer, Vice President and General Counsel and Vice
President-Domestic Business Development. A Sector President will
participate on a rotating basis as a voting member of the CRC in
reviewing all proposed post-award services agreements or
subcontracts with consultants. All decisions of the CRC will be
unanimous.
8.0 The entire International Consultant approval process as
described above will be subject to audit by the Vice
President-Internal Audit at least once annually.
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B. DOMESTIC BUSINESS DEVELOPMENT CONSULTANTS
1.0 Attached is a chart (Exhibit C - Domestic Business
Development Consultants Review Process) that describes Lockheed
Martin's review and control procedures for Domestic Business
Development Consultants (DBDC), their selection, contract and
approval. In brief, a DBDC is an independent contractor who
furnishes to Lockheed Martin or a Lockheed Martin entity
professional advice relating to business development or
legislative issues. DBDC will or can be expected to deal with
federal, state or local officials and legislators and commercial
customers. Lockheed Martin's DBDC policy and controls do not
cover Government Proposal Consultants who do not deal with
federal, state or local government officials or customers; nor do
they cover subcontractors under prime contracts, management
service firm such as accountants and appraisers, investment
bankers and lawyers; and firms that furnish temporary personnel
assistance.
2.0 Lockheed Martin's policy is to comply with applicable law,
regulation, and its best business practices in retaining DBDC,
and to use DBDC as appropriate and necessary to supplement its
internal capabilities.
3.0 Our controls include:
3.1 Identification of requirements for DBDC;
3.2 Due diligence to ascertain the DBDC's integrity and
business;
3.3 Recommendations for approval or disapproval;
3.4 Company and Sector counsel review and approval or
disapproval based on compliance with applicable laws and
regulations and Lockheed Martin best business practices and
policies;
3.5 Approvals or disapprovals, as appropriate, for legislative
consultants by Vice President-Washington Area; by Vice President
Human Resources where a former Company officer or employee is
retained; and thereafter for the approval or disapproval by the
Vice President-Domestic Business Development;
3.6 Prior to contract execution by the authorized Lockheed
Martin Officer, Company Counsel shall approve or disapprove the
contract and assure that applicable laws and regulations and
prescribed internal controls have been followed; and
3.7 No payments shall be made and no work for Lockheed Martin
shall be done by any DBDC until a written and approved agreement
has been executed by Lockheed Martin and the DBDC. All payments
shall be made by check or wire transfer to an account in the
United States in the name of the DBDC.
4.0 A detailed corporate policy on Consultants will be issued in
the near future.
Exhibit A - International Consultants Approval Cycle
Exhibit B - International Consultants - After Approval
Exhibit C - Domestic Business Development Consultants Review
Process
Back to the Lockheed Martin Home Page
Back to the Lockheed Martin Policies and Procedures Home Page
In accordance with Rule 304 of Regulation S-T, Exhibits A, B and C
referenced above which appear as flow charts in the paper version of
the document are omitted and in their place is included a narrative
and tabular presentation, which the registrant believes to be fair and
accurate, of the material omitted.
Page 8 of 11
Exhibit A - International Consultants Approval Cycle
STEP 1. Company/International Marketing - Identify Requirement:
o Provide basis for Request (Business)
o Preliminary Due Diligence
- Application for Appointment/Renewal - includes
requirement to accept LM code of conduct
- References
- Disclaimer Letter (no work without written contract)
- World Traders Data Report (WTDR)
- Compensation Review
- Meeting with proposed Consultant
- Provide copy of Standard Agreement (Terms and Conditions)
o Endorse for further action by completing Recommendations/
Assessment/Certification Form
STEP 2. Corporate Regional VP - Approve
STEP 3. VP-International Business Development - Approve
o Forwards to Corporate Legal
STEP 4. Corporate Legal (International Practices and Compliance - Recommend
Approve/Disapprove:
o Full Corporate Legal Due Diligence
- Embassy check
- Personal interview
- Policies and Procedures Review
- Obtain in-country legal opinion
- Legal Compliance Review (FCPA and local requirements)
- Integrity evaluation
STEP 5. Consultant Review Committee (CRC) - Establish Policy;
*** Approve/Disapprove**
o Members
- CFO
- VP-General Counsel
- VP-Domestic Business Development
- Executive Director (non-voting)
- VP-Sector President (no conflict)
(rotational basis)
o Mandatory Reviews
- VP-Int'l Business Development Appeal
- Agreements exceeding guidelines
- Agreements legal asks to be reviewed
- Post-award services agreements with Consultants
STEP 6. VP-International Business Development - Execute Agreement and
Appoint Monitor
* Entire process is subject to audit at least once annually
** Approval by CRC must be unanimous
*** Mandatory review of discretionary referals by Corporate Legal
and/or Appeals by VP International Business Development
and certain other items.
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Exhibit B - International Consultants - After Approval
STEP 1. VP-International Business Development:
Execute Agreement and Appoint Monitor.
STEP 2. Monitor:
o Provides Consultant oversight
o Requests payment
o Verifies compliance with agreement
o Verifies services rendered
STEP 3. International & Domestic Policies & Compliance (Legal):
o Reviews transaction
o Assign account
o Approve payment
o Maintain database
o Generate reports
o Payment authorized
o Continuing due diligence interviews on
two-year cycle by Corporate Legal
STEP 4. Corporate/Company Finance:
o Verifies compliance with agreement
o Determines allowability and allocability of costs
o Payment
STEP 5. Sunset or Renewal (2 years):
o Renewal triggers process
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Exhibit C - Domestic Business Development Consultants Review Process
STEP 1. Company/Corporation - Identify Requirements:
Due Diligence
o Personal interview
o References
o Acceptance of LM Code of Conduct,
Ethics Policies, and Selected Policies
o Recommend Responsible Individual
STEP 2. Company Legal (in coordination with Sector Legal) - Approve-
Disapprove:
o Determines legality of retaining Consultant
(in view of applicable laws)
o Determines compliance with company policies &
procedures
STEP 3. Legislative - VP Washington Operations: Approve-Disapprove
Former Officer/Former Employee on Retainer - VP Human Resources:
Approve-Disapprove
Other - Send directly to VP Domestic Business Development
STEP 4. VP Domestic Business Development - Approve/Disapprove;
Forward for Execution:
o Redundancy & Appropriateness
o Compensation Review
o Background check
STEP 5. Company Legal - Approve-Disapprove:
o Prepare standard Consultant contract & arrange for
its execution
o Prepare Consultant Data Form (fact sheet detailing
the transaction)
o Forward copy to local Accounts payable and Legal to
retain copy
o Ensure that Consultant receives required Ethics briefing
o Verify acceptance of LM Code of Conduct, Ethics &
Selected Policies
STEP 6. Company Officer - Execute
o Assign responsible Contract Monitor
o Data provided to Administrative Office, Corporate
Headquarters
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