What is the main reason for this 8-K filing?

This 8-K filing announces procedural updates to the pending merger between Lockheed Martin and The Titan Corporation. Specifically, it details the agreement to delay Titan's stockholder vote and extend the termination date of the merger agreement.

Why was the stockholder vote delayed?

The filing does not explicitly state the reason for the delay, but it indicates an agreement between Lockheed Martin and Titan to postpone the vote until April 12, 2004. This suggests a need for more time to finalize conditions or address aspects of the merger before shareholder approval.

Does this delay signal a problem with the merger?

The filing itself does not indicate a fundamental problem with the merger. The extension of the termination date and the delay in the vote are presented as mutually agreed-upon procedural adjustments. The core terms of the merger agreement remain unchanged.

When is the new deadline for the merger to be completed?

The merger agreement's termination date has been extended to April 20, 2004. This means that if the merger is not completed by this date, either party has the right to terminate the agreement, provided they are not in material breach of their obligations.

LMT 8-K SEC Disclosure — Mar 12, 2004

Summary

This 8-K filing from Lockheed Martin Corporation (LMT) on March 12, 2004, primarily announces an amendment to its merger agreement with The Titan Corporation. The key development is the agreement to delay Titan's stockholder vote on the merger from its previously scheduled date to April 12, 2004. This extension provides additional time for the parties to navigate the closing process. Furthermore, the merger agreement's termination date has been extended from March 31, 2004, to April 20, 2004. This extension is contingent upon neither party being in material breach of its obligations. Investors should note that the core terms of the original merger agreement remain unchanged, but this filing signals a procedural delay rather than a fundamental change in the deal's structure at this juncture.

Key Highlights

1Lockheed Martin Corporation (LMT) and The Titan Corporation have agreed to delay Titan's stockholder vote on the pending merger.
2The new date for Titan's stockholder vote on the merger is April 12, 2004.
3The merger agreement's termination date has been extended from March 31, 2004, to April 20, 2004.
4The extension of the termination date is conditional on neither party being in material breach of the agreement.
5The remaining terms of the original merger agreement are unchanged.
6This filing primarily concerns procedural adjustments to facilitate the closing of the merger.

LOCKHEED MARTIN CORP 8-K Report (Mar 12, 2004)

Summary

Key Highlights

Frequently Asked Questions