EXPLANATORY STATEMENT — DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements of Northrop Grumman Innovation Systems, Inc. (formerly known as Orbital ATK, Inc.) (the “Company”) on Form S-8 (collectively, the “Registration Statements”):
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Registration Statement No. 333-211222, registering 2,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company under the Orbital ATK, Inc. 2016 Employee Stock Purchase Plan.
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Registration Statement No. 333-206123, registering 3,750,000 shares of Common Stock of the Company under the Orbital ATK, Inc. 2015 Stock Incentive Plan.
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Registration Statement No. 333-201997, registering 500,000 shares of Common Stock of the Company under the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan and the Orbital Sciences Corporation Amended and Restated 2005 Stock Incentive Plan.
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Registration Statement No. 333-184202, registering 982,360 shares of Common Stock of the Company under the Alliant Techsystems Inc. 2005 Stock Incentive Plan (As Amended and Restated Effective August 7, 2012).
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Registration Statement No. 333-148502, registering 3,000,000 shares of Common Stock of the Company under the Alliant Techsystems Inc. 401(k) Plan.
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Registration Statement No. 333-128364, registering $50,000,000 in deferred compensation obligations of the Company under the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan, as Amended and Restated Effective January 1, 2005.
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Registration Statement No. 333-128363, registering 3,000,000 shares of Common Stock of the Company under the Alliant Techsystems Inc. 2005 Stock Incentive Plan.
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Registration Statement No. 333-102363, as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 thereto, registering $5,000,000 in deferred compensation obligations of the Company under the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan.
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Registration Statement No. 333-82194, registering 135,000 shares of Common Stock of the Company under the Alliant Techsystems Inc. 2000 Stock Incentive Plan, as amended.
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Registration Statement No. 333-82192, registering 2,500,000 shares of Common Stock of the Company under the Alliant Techsystems 401(k) Plan Subject to Collective Bargaining and the Alliant Techsystems Inc. 401(k) Plan, which Registration Statement was amended by Post-Effective Amendment No. 1 thereto, pursuant to which the Alliant Techsystems 401(k) Plan Subject to Collective Bargaining was merged into the Alliant Techsystems Inc. 401(k) Plan.
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Registration Statement No. 333-69042, registering 650,000 shares of Common Stock of the Company under the Alliant Techsystems Inc. Amended and Restated 1990 Equity Incentive Plan, as amended, and 30,000 shares of Common Stock of the Company under the Alliant Techsystems Inc. Non-Employee Director Restricted Stock Plan, as amended.
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Registration Statement No. 333-64498, registering 440,000 shares of Common Stock of the Company under the First Amendment and Restatement of Alliant Techsystems Inc. 2000 Stock Incentive Plan.
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Registration Statement No. 333-84445, registering $10,000,000 in deferred compensation obligations of the Company under the Alliant Techsystems Inc. Management Deferred Compensation Plan.
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Registration Statement No. 333-60665, as amended by Post-Effective Amendment No. 1 thereto, registering 1,050,000 shares of Common Stock of the Company under the Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan.
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Registration Statement No. 033-36981, as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 thereto, registering 2,431,019 shares of Common Stock of the Company under the Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan (Amendment and Restatement as of January 26, 1999).
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Registration Statement No. 033-91196, as amended by Post-Effective Amendment No. 1 thereto, registering 1,500,000 shares of Common Stock of the Company under the Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan (Amendment and Restatement as of January 26, 1999).
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June 6, 2018, the Company completed the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 17, 2017, among the Company, Northrop Grumman Corporation (“Parent”) and Neptune Merger, Inc., a wholly owned subsidiary of Parent (“Sub”). Pursuant to the Merger Agreement, Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of the Company’s Common Stock (other than shares owned as treasury stock by the Company or owned by Parent or Sub, which were canceled) was converted into the right to receive $134.50 in cash, without interest.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the Company in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.
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