1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1995 REGISTRATION NO. 033-52865 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRW INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OHIO 34-0575430 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1900 RICHMOND ROAD, CLEVELAND, OHIO 44124 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) THE TRW CANADA STOCK SAVINGS PLAN (FULL TITLE OF THE PLAN) MARTIN A. COYLE, SECRETARY OF TRW INC. 1900 RICHMOND ROAD, CLEVELAND, OHIO 44124 (NAME AND ADDRESS OF AGENT FOR SERVICE) (216) 291-7200 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) THIS IS PAGE ONE OF A TOTAL OF THREE PAGES. THIS DOCUMENT CONTAINS NO EXHIBITS. 2 DEREGISTRATION -------------- THIS REGISTRATION STATEMENT NO. 033-52865 REGISTERED (I) 16,354 SHARES OF COMMON STOCK OF TRW INC. (THE "REGISTRANT") TO BE ISSUED PURSUANT TO THE TRW CANADA STOCK SAVINGS PLAN (THE "PLAN") AND (II) AN INDETERMINATE AMOUNT OF INTERESTS IN PARTICIPATIONS IN THE PLAN RELATED TO SUCH COMMON STOCK OF THE REGISTRANT. THE REGISTRANT ISSUES SHARES OF COMMON STOCK UNDER THE PLAN BASED ON CONTRIBUTIONS TO THE PLAN, WHICH ARE A PERCENTAGE OF A PARTICIPANT'S INCOME. CONTRIBUTIONS ARE ACCOUNTED FOR IN CANADIAN DOLLARS. ISSUANCES PURSUANT TO THIS REGISTRATION STATEMENT HAVE CEASED. ACCORDINGLY, THE REGISTRANT AND THE PLAN HEREBY DEREGISTER ALL SHARES OF COMMON STOCK OF THE REGISTRANT AND THE RELATED PARTICIPATION INTERESTS THAT REMAIN UNSOLD UNDER THE REGISTRATION STATEMENT NO. 033-52865. 3 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 033-52865 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of Ohio, on the 24th day of July, 1995. TRW INC. BY /S/ MARTIN A. COYLE --------------------------------- MARTIN A. COYLE, EXECUTIVE VICE PRESIDENT AND SECRETARY THE PLAN. Pursuant to the requirements of the Securities Act of 1933 and Rule 478 of the General Rules and Regulations thereunder, the Plan has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 033-52865 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lyndhurst, State of Ohio, on the 24th day of July, 1995. THE TRW CANADA STOCK SAVINGS PLAN BY /S/ MARTIN A. COYLE ------------------------------ MARTIN A. COYLE, ATTORNEY-IN-FACT AGENT FOR SERVICE. Pursuant to the requirements of the Securities Act of 1933 and Rule 478 of the General Rules and Regulations thereunder, this Post-Effective Amendment No. 1 to Registration Statement No. 033-52865 has been signed by the following person in the capacity indicated, in the City of Lyndhurst, State of Ohio, on the 24th day of July, 1995. /S/ MARTIN A. COYLE ------------------- MARTIN A. COYLE, AGENT FOR SERVICE