8-KOther EventsExhibits & Filings

GENERAL DYNAMICS CORP 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Nov 28, 2012)

Filed November 28, 2012For Securities:GD

Summary

This 8-K filing by General Dynamics Corporation (GD) on November 28, 2012, primarily announces a temporary suspension of trading, also known as a "blackout period," for participants in its 401(k) plans. This period is necessitated by significant administrative changes within the plans, including a change in recordkeeper and benefit administration service provider from Aon Hewitt to Fidelity Workplace Services LLC, and a change in trustee to an affiliate of Fidelity. The blackout period is scheduled to begin after 4 p.m. Eastern time on December 27, 2012, and is expected to conclude the week of December 30, 2012, but no earlier than January 2, 2013. During this time, plan participants will be unable to conduct certain transactions within their 401(k) accounts, such as directing investments, obtaining loans, or making distributions. Additionally, the company will notify its directors and executive officers about these trading restrictions, as required by Sarbanes-Oxley Act regulations.

Key Highlights

  • 1General Dynamics Corporation is implementing a blackout period for its 401(k) plans starting December 27, 2012.
  • 2The blackout period is required due to administrative changes, including switching the recordkeeper and trustee to Fidelity.
  • 3Plan participants will be restricted from making transactions such as investment direction, loans, and distributions during the blackout period.
  • 4The blackout period is expected to end around December 30, 2012, or early January 2013.
  • 5Directors and executive officers will also face trading restrictions on company stock during this period, per Sarbanes-Oxley Act requirements.
  • 6The company is providing contact information for inquiries about the exact start and end dates of the blackout period.

Frequently Asked Questions

The blackout period is necessary to facilitate significant administrative changes within the company's 401(k) plans. These changes include transitioning the recordkeeper and benefit administration service provider to Fidelity Workplace Services LLC and changing the trustee to an affiliate of Fidelity, as well as updating the platform and adding investment options.

During the blackout period, participants in General Dynamics' 401(k) plans will be unable to perform certain account transactions. These restrictions include directing or diversifying investments within their individual accounts, obtaining loans from their accounts, or initiating distributions from their accounts.

The blackout period is scheduled to commence after 4 p.m. Eastern time on December 27, 2012. It is anticipated to conclude during the week of December 30, 2012, but will not end earlier than January 2, 2013.

Yes, General Dynamics intends to notify its directors and executive officers of the blackout period and the resulting restrictions on trading in the company's common stock (including derivatives). These restrictions for insiders are mandated by Section 306 of the Sarbanes-Oxley Act of 2002.