As filed with the Securities and Exchange Commission on June 21, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Huntington Ingalls Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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90-0607005
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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4101 Washington Avenue,
Newport News, Virginia
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23607
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(Address of Principal Executive Offices)
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(Zip Code)
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Huntington Ingalls Industries Savings Plan
Huntington Ingalls Industries Financial Security and Savings Program
Huntington Ingalls Industries, Inc. Newport News Operations Savings (401(k)) Plan for Union
Eligible Employees
(Full
Title of the Plan)
Kellye L. Walker
Executive Vice President and Chief Legal Officer
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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2,550,000 shares(2)
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$213.80(3)
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$545,190,000(3)
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$66,078
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c)
under the Securities Act, this registration statement covers an indeterminate amount of plan interests to be offered or sold pursuant to the Huntington Ingalls Industries Savings Plan, the Huntington Ingalls Industries Financial Security and Savings
Program, and the Huntington Ingalls Industries, Inc. Newport News Operations Savings (401(k)) Plan for Union Eligible Employees.
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(2)
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Consists of (i) 2,000,000 shares issuable under the Huntington Ingalls Industries Savings Plan, (ii) 50,000
shares issuable under the Huntington Ingalls Industries Financial Security and Savings Program, and (iii) 500,000 shares issuable under the Huntington Ingalls Industries, Inc. Newport News Operations Savings (401(k)) Plan for Union Eligible
Employees.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act and based upon the average of the high and low prices of the registrants Common Stock as reported on the New York Stock Exchange on June 14, 2019, which was $213.80.
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