View:
As filed with the Securities and Exchange Commission
on September 25, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
L-3 Communications Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3937434
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
600 Third Avenue
New York, New York 10016
(Address, Including Zip Code, of Registrant's Principal Executive Office)
L-3 Communications Corporation Master Savings Plan
L-3 Communication Systems-Camden Savings Plan
Randtron Employees' Retirement Savings Plan
L-3 ILEX Systems Savings and Security Plan and Trust
L-3 Hygienetics Environmental Services Savings Plan
L-3 Ocean Systems Thrift Plan
(Full titles of the Plans)
Christopher C. Cambria
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
(212) 697-1111
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Vincent Pagano, Jr., Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3909
(212) 455-2000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share(a) Price (a) Fee (a)
- --------------------- ---------- --------- --------- ------------
Common Stock, $0.01
par value per share 1,000,000 $36.219 $36,219,000 $10,684.53
(a) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), the proposed maximum offering price per share, the
proposed maximum aggregate offering price and the amount of registration
fee have been computed on the basis of the average high and low prices per
share of the Common Stock on the New York Stock Exchange on
September 22, 1998.
In addition, pursuant to 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee Plans.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by L-3 Communications Holdings, Inc. (the "Company" or the
"Registrant") are hereby incorporated in this Registration Statement by
reference:
(a) The Prospectus dated May 18, 1998 filed pursuant to Rule
424(b) under the Securities Act with respect to the offering
of Common Stock; and
(b) The Registration Statement on Form 8-A as filed with the
Securities and Exchange Commission on May 18, 1998 with
respect to the registration of Common Stock.
(c) The Company's Quarterly Report on Form 10-Q for the Quarter
ended June 30, 1998 as filed with the Securities and Exchange
Commission on August 14, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not required.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides for, among other things:
(i) permissive indemnification for expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by designated persons, including
directors and officers of a corporation, in the event such persons are
parties to litigation other than stockholder derivative actions if
certain conditions are met;
(ii) permissive indemnification for expenses (including
attorneys' fees) actually and reasonably incurred by designated persons,
including directors and officers of a corporation, in the event such
persons are parties to stockholder derivative actions if certain
conditions are met;
(iii) mandatory indemnification for expenses (including
attorneys' fees) actually and reasonably incurred by designated persons,
including directors and officers of a corporation, in the event such
persons are successful on the merits or otherwise in defense of
litigation covered by (i) and (ii) above; and
(iv) that the indemnification provided for by Section 145 is
not deemed exclusive of any other rights which may be provided under any
by-law, agreement, stockholder or disinterested director vote, or
otherwise.
In addition to the indemnification provisions of the DGCL described
above, the Registrant's Certificate of Incorporation (the "Certificate of
Incorporation") provides that the Registrant shall, to the fullest extent
permitted by the DGCL, (i) indemnify its officers and directors and (ii)
advance expenses incurred by such officers or directors in relation to any
action, suit or proceeding.
The Registrant's Bylaws (the "Bylaws") require the advancement of
expenses to an officer or director (without a determination as to his
conduct) in advance of the final disposition of a proceeding if such person
furnishes a written affirmation of his good faith belief that he has met the
applicable standard of conduct and furnishes a written undertaking to repay
any advances if it is ultimately determined that he is not entitled to
indemnification. In connection with proceedings by or in the right of the
Registrant, the Bylaws provide that indemnification shall include not only
reasonable expenses, but also judgments, fines, penalties and amounts paid in
settlement. The Bylaws provide that the Registrant may, subject to
authorization on a case-by-case basis, indemnify and advance expenses to
employees or agents to the same extent as a director or to a lesser extent
(or greater, as permitted by law) as determined by the Board of Directors.
The Bylaws purport to confer upon officers and directors contractual
rights to indemnification and advancement of expenses as provided therein.
The Certificate of Incorporation limits the personal liability of
directors to the Registrant or its stockholders for monetary damages for
breach of the fiduciary duty as a director, other than liability as a
director (i) for breach of duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL (certain illegal distributions) or (iv) for any transaction for
which the director derived an improper personal benefit.
The Registrant maintains officers' and directors' insurance covering
certain liabilities that may be incurred by officers and directors in the
performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement.
4.1 Amended and Restated Certificate of Incorporation of L-3
Communications Holdings, Inc. (incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-1, File No.
333-46975)
4.2 By-Laws of L-3 Communications Holdings, Inc. (incorporated by
reference to Exhibit 3.2 to Registration Statement on Form
S-1, File No. 333-46975)
5.1 Opinion of Simpson Thacher & Bartlett regarding the legality
of the newly issued stock being registered
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.21 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of KPMG Peat Marwick LLP, independent auditors
23.4 Consent of Simpson Thacher & Bartlett (included in their
opinion filed as Exhibit 5.1 hereto)
24 Power of Attorney (included in Part II of this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information set forth in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and each filing
of each plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) To submit the Savings Plans and any amendments to such plans
to the Internal Revenue Service (the "IRS") in a timely manner and to
make all changes required by the IRS in order to qualify such plans
under Section 401 of the Internal Revenue Code of 1986.
(6) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
against the Registrant by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, L-3 Communications
Holdings, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
25th day of September, 1998.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Christopher C. Cambria
-------------------------------
Name: Christopher C. Cambria
Title: Vice President-General
Counsel and Secretary
POWER OF ATTORNEY
The undersigned Directors of L-3 Communications Holdings, Inc., a
Delaware corporation which proposes to file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act, a
Registration Statement on Form S-8 with respect to certain shares of its
common stock issued or to be issued to employees pursuant to the L-3
Communications Corporation Master Savings Plan, the L-3 Communication
Systems-Camden Savings Plan, the Randtron Employees' Retirement Savings Plan,
the L-3 ILEX Systems Savings and Security Plan and Trust, the L-3 Hygienetics
Environmental Services Savings Plan and the L-3 Ocean Systems Thrift Plan,
hereby constitutes and appoints Christopher C. Cambria as his or her
attorney, with full power of substitution and resubstitution, for and in his
or her name, place and stead, to sign and file the proposed Registration
Statement and any and all amendments and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration, with full
power and authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of such attorney or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand at New York, New York this 25th day of September, 1998.
Signature Title
--------- -----
/s/ Frank C. Lanza Chairman, Chief Executive Officer and
- ------------------------------------- Director (Principal Executive
Frank C. Lanza Officer)
/s/ Robert V. LaPenta President, Chief Financial Officer
- ------------------------------------- (Principal Financial Officer) and
Robert V. LaPenta Director
/s/ Michael T. Strianese Vice President - Finance and
- ------------------------------------- Controller (Principal Accounting
Michael T. Strianese Officer)
/s/ David J. Brand Director
- -------------------------------------
David J. Brand
/s/ Thomas A. Corcoran Director
- -------------------------------------
Thomas A. Corcoran
/s/ Alberto M. Finali Director
- -------------------------------------
Alberto M. Finali
/s/ Eliot M. Fried Director
- -------------------------------------
Eliot M. Fried
/s/ Frank H. Menaker, Jr. Director
- -------------------------------------
Frank H. Menaker, Jr.
Director
- -------------------------------------
Robert B. Millard
Director
- -------------------------------------
John E. Montague
Director
- -------------------------------------
General John M. Shalikashvili
Director
- -------------------------------------
Alan H. Washkowitz
EXHIBIT INDEX
Exhibit Number Description of Exhibit
4.1 Amended and Restated Certificate of Incorporation of L-3
Communications Holdings, Inc. (incorporated by reference
to Exhibit 3.1 to Registration Statement on Form S-1,
File No. 333-46975)
4.2 By-Laws of L-3 Communications Holdings, Inc.
(incorporated by reference to Exhibit 3.2 to Registration
Statement on Form S-1, File No. 333-46975)
5.1 Opinion of Simpson Thacher & Bartlett regarding the
legality of the newly issued stock being registered
23.1 Consent of PricewaterhouseCoopers LLP, independent
auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.21 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of KPMG Peat Marwick LLP, independent auditors
23.4 Consent of Simpson Thacher & Bartlett (included in their
opinion filed as Exhibit 5.1 hereto)
24 Power of Attorney (included in Part II of this
Registration Statement)
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
EXHIBIT 5.1
September 25, 1998
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
Ladies and Gentlemen:
We are acting as counsel to L-3 Communications Holdings, Inc.,
a Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), pursuant to a
registration statement on Form S-8 (the "Registration Statement") of
1,000,000 shares of Common Stock (the "Shares"), par value $.01 per share
(the "Common Stock"), of the Company to be acquired by Company employees
under the L-3 Communications Corporation Master Savings Plan, the L-3
Communication Systems-Camden Savings Plan, the Randtron Employees' Retirement
Savings Plan, the L-3 ILEX Systems Savings and Security Plan and Trust, the
L-3 Hygienetics Environmental Services Savings Plan and the L-3 Ocean Systems
Thrift Plan (together the "Savings Plans").
In rendering this opinion, we have examined the Registration
Statement and the Savings Plans. In addition, we have examined, and have
relied as to matters of fact upon, original or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements,
documents and other instruments and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and
have made such other and further investigations, as we have deemed relevant
and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares to be issued
by the Company pursuant to the Savings Plans have been duly authorized and,
upon their issuance and delivery in accordance with the Savings Plans, will
be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York and we do
not express any opinion herein concerning any law other than the law of the
State of New York, the federal law of the United States and the Delaware
General Corporation Law.
This opinion letter is rendered to you in connection with the
above described transactions. We hereby consent to the filing of this
opinion of counsel as an Exhibit to the Registration Statement. Except as
stated herein, this opinion letter may not be relied upon by you for any
other purpose, or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent.
Very truly yours,
/s/ Simpson Thacher & Bartlett
------------------------------
SIMPSON THACHER & BARTLETT
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement
on Form S-8, of (i) our report dated February 2, 1998 on our audits of the
consolidated financial statements of L-3 Communications Holdings, Inc. and
subsidiaries as of December 31, 1997 and for the nine months then ended, and
the combined financial statements of the Predecessor Company for the three
months ended March 31, 1997, and as of December 31, 1996 and for the year
then ended, and (ii) our report, dated March 20, 1997, on our audits of the
combined financial statements of the Loral Acquired Businesses for the three
months ended March 31, 1996 and for the year ended December 31, 1995, and
(iii) our report, dated February 23, 1998, on our audit of the combined
financial statements of AlliedSignal Ocean Systems (a wholly owned operation
of AlliedSignal, Inc.) as of and for the year ended December 31, 1997. Our
report on the combined financial statements of the Predecessor Company as of
and for the year ended December 31, 1996 indicates that our opinion, insofar
as it relates to the financial statements of the Lockheed Martin
Communications Systems Division as of December 31, 1996 included in such
combined financial statements, is based solely on the report of other
auditors.
/s/ PricewaterhouseCoopers LLP
New York, New York
September 22, 1998
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the L-3 Communications Corporation Master Savings
Plan, L-3 Communication Systems-Camden Savings Plan, Randtron Employees'
Retirement Savings Plan, L-3 ILEX Systems Savings and Security Plan and
Trust, L-3 Hygienetics Environmental Services Savings Plan, and L-3 Ocean
Systems Thrift Plan, of L-3 Communications Holdings, Inc. of our report dated
March 7, 1997, with respect to the combined financial statements of Lockheed
Martin Communications Systems Division as of and for the years ended December
31, 1996 (not presented separately) and 1995, included in the Registration
Statement on Form S-1 No. 333-46975 and related Prospectus dated May 18, 1998
of L-3 Communications Holdings, Inc.
/s/ Ernst & Young LLP
Washington, D.C.
September 22, 1998
Exhibit 23.21
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the L-3 Communications Corporation Master Savings
Plan, L-3 Communication Systems-Camden Savings Plan, Randtron Employees'
Retirement Savings Plan, L-3 ILEX Systems Savings and Security Plan and
Trust, L-3 Hygienetics Environmental Services Savings Plan, and L-3 Ocean
Systems Thrift Plan, of L-3 Communications Holdings, Inc. of our report dated
January 27, 1998, with respect to the financial statements of Satellite
Transmission Systems Division of California Microwave, Inc., included in the
Registration Statement on Form S-1 No. 333-46975 and related Prospectus dated
May 18, 1998 of L-3 Communications Holdings, Inc.
/s/ Ernst & Young LLP
Melville, New York
September 21, 1998
Exhibit 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated February 9, 1998, except as to Note 9 which
is as of February 27, 1998, with respect to the consolidated balance sheet of
ILEX Systems, Inc. and subsidiary as of December 31, 1997, and the related
consolidated statements of income, shareholders' equity, and cash flows for
the year then ended, which appears on page F-66 of the Prospectus dated May
18, 1998 of L-3 Communications Holdings, Inc. with respect to its
Registration Statement on Form S-1 (Registration No. 333-46975).
/s/ KPMG Peat Marwick LLP
Mountain View, California
September 21, 1998