As filed with the Securities and Exchange Commission on March 11, 2003
Registration No.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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L-3 COMMUNICATIONS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3937434
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
(Address, including zip code,
of Registrant's principal executive office)
L-3 Communications Master Savings Plan
L-3 Communications ILEX Systems, Inc. Savings & Security Plan and Trust
Aviation Communications & Surveillance Systems 401(k) Plan
(Full title of the Plans)
Christopher C. Cambria
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
(212) 697-1111
(Name, address, including zip code, and telephone number,
including area code, of Registrant's agent for service)
Copies to:
Vincent Pagano, Jr. Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
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CALCULATION OF REGISTRATION FEE
=================================================== =============== ============== =================== ==============
Title of Securities to be Registered Proposed
Maximum Proposed
Offering Maximum Amount of
Amount to be Price Per Aggregate Registration
Registered Share (a) Offering Price(a) Fee(a)
- --------------------------------------------------- --------------- -------------- ------------------- --------------
Common Stock, $0.01 par value per share 5,000,000 $35.21 $176,050,000 $14,242.45
=================================================== =============== ============== =================== ==============
(a) Pursuant to Rule 457(h)(1) 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 of the
high and low prices of the Common Stock reported on the New York Stock
Exchange Composite Tape on March 5, 2003.
In addition, pursuant to Rule 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 benefit plans described above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by L-3 Communications Holdings, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report filed on Form 10-K for the fiscal year
ended December 31, 2002;
(b) Description of the Company's "Common Stock" contained in the
Company's registration statement on Form S-3/A dated June 20, 2002
(File No. 333-84826).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of 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
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 General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such
officer, director, employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe
his conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually and
reasonably incurred.
The Company's Amended and Restated Certificate of Incorporation provides
that the Company shall indemnify directors and officers made party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including appeals, to the fullest
extent permitted by the laws of the State of Delaware. Such indemnification
shall continue after an individual ceases to be an officer or director and
shall inure to the benefit of the heirs, executors and administrators of such
person. The Amended and Restated Company's Certificate of Incorporation also
provides that a director of the Company shall not be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended.
The indemnification rights conferred by the Amended and Restated
Certificate of Incorporation of the Company are not exclusive of any other
right to which a person seeking indemnification may otherwise be entitled. The
Company will also provide liability insurance for the directors and officers
for certain losses arising from claims or charges made against them while
acting in their capacities as directors or officers.
Article XXII of the Amended Restated By-Laws of the Company contains
provisions regarding indemnification which parallels those described above.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Certificate of Incorporation (incorporated herein by reference
to Exhibit 3.1 of L-3 Communications Holdings, Inc.'s
Registration Statement on Form S-1, as filed with the
Commission on February 27, 1998 (File No. 333-46975))
4.2 By-laws (incorporated herein by reference to Exhibit 3.2 of L-3
Communications Holdings, Inc.'s Registration Statement on Form
S-1, as filed with the Commission on February 27, 1998 (File
No. 333-46975))
4.3 Form of stock certificate (incorporated herein by reference to
Exhibit 4.1 of L-3 Communications Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-46975))
5.1 Opinion of Simpson Thacher & Bartlett
23.1 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
Item 9. Undertakings
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 of 1933 (the "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 (except to the extent the
information required to be included by clauses (i) or (ii) is
contained in periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference into 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 in this Registration
Statement.
(2) That, for the purposes of determining any liability under the 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 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and each filing of the 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) To submit the Company's 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 Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the 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 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 public
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 of 1933, the
Registrant 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 this
11th day of March 2003.
L-3 COMMUNICATIONS HOLDINGS, INC.
---------------------------------
(Registrant)
By: /s/ Christopher C. Cambria
---------------------------------
Christopher C. Cambria
Senior Vice President -
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
* Chairman, Chairman of the Board, March 11, 2003
- ---------------------------------------- Chief Executive Officer and Director
Frank C. Lanza (principal executive officer)
* President, Chief Financial March 11, 2003
- ---------------------------------------- Officer and Director (principal
Robert V. LaPenta financial and accounting officer)
* Senior Vice President--Finance March 11, 2003
- ----------------------------------------
Michael T. Strianese
* Director March 11, 2003
- ----------------------------------------
Thomas A. Corcoran
* Director March 11, 2003
- ----------------------------------------
Robert B. Millard
* Director March 11, 2003
- ----------------------------------------
John E. Montague
* Director March 11, 2003
- ----------------------------------------
John M. Shalikashvili
* Director March 11, 2003
- ----------------------------------------
Arthur L. Simon
* Director March 11, 2003
- ----------------------------------------
Alan H. Washkowitz
/s/ Christopher C. Cambria March 11, 2003
- ----------------------------------------
Christopher C. Cambria
* Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the
appropriate person (or other persons who administer the L-3 Communications
Master Savings Plan, the L-3 Communications ILEX Systems, Inc. Savings &
Security Plan and Trust and the Aviation Communications & Surveillance Systems
401(k) Plan) 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 this 11th day of March 2003.
L-3 Communications Master Savings Plan,
the L-3 Communications ILEX Systems, Inc.
Savings & Security Plan and Trust and the
Aviation Communications & Surveillance
Systems 401(k) Plan
By: /s/ Christopher C. Cambria
---------------------------------------
Name: Christopher C. Cambria
Title: Senior Vice President -
General Counsel and Secretary
L-3 Communications Holdings, Inc.
Benefit Committee
INDEX TO EXHIBITS
Exhibit Description
Number
4.1 Certificate of Incorporation (incorporated herein by reference to
Exhibit 3.1 of L-3 Communications Holdings, Inc.'s Registration
Statement on Form S-1, as filed with the Commission on February
27, 1998 (File No. 333-46975))
4.2 By-laws (incorporated herein by reference to Exhibit 3.2 of L-3
Communications Holdings, Inc.'s Registration Statement on Form
S-1, as filed with the Commission on February 27, 1998 (File No.
333-46975))
4.3 Form of stock certificate (incorporated herein by reference to
Exhibit 4.1 of L-3 Communications Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-46975))
5 Opinion of Simpson Thacher & Bartlett
23.1 Consent as PricewaterhouseCoopers LLP
24 Power Of Attorney
Exhibit 5
[STB Letterhead]
March 7, 2003
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
Ladies and Gentlemen:
We have acted as counsel to L-3 Communications Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), relating to the registration by the
Company of 5,000,000 shares of Common Stock, par value $.01 per share (the
"Shares"), to be acquired by Company employees under the L-3 Communications
ILEX Systems, Inc. Savings & Security Plan and Trust, the Aviation
Communications & Surveillance Systems 401(k) Plan and the L-3 Communications
Master Savings Plan (collectively, the "Savings Plans").
We have examined the Registration Statement and the Savings Plans. We
also have examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.
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 duplicates or certified or conformed
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.
- 2 - March 7, 2003
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.
We hereby consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement.
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 of
L-3 Communications Holdings, Inc. and subsidiaries (the "Company") on Form S-8
of our report dated January 27, 2003 on our audits of the consolidated
financial statements of the Company as of December 31, 2002 and 2001 and for
the three years ended December 31, 2002, which report is included in the
Company's Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 11, 2003
Exhibit 24
POWERS 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 Master Savings Plan, the L-3 Communications ILEX Systems, Inc.
Savings & Security Plan and Trust and the Aviation Communications &
Surveillance Systems 401(k) Plan, hereby constitutes and appoints Frank C.
Lanza, Robert V. LaPenta, Michael T. Strianese, Christopher C. Cambria, or any
of them, 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 11th day of March 2003.
Signature Title Date
--------- ----- ----
/s/ Frank C. Lanza Chairman, Chairman of the Board, March , 2003
- ---------------------------------------- Chief Executive Officer and Director
Frank C. Lanza (principal executive officer)
/s/ Robert V. LaPenta President, Chief Financial March , 2003
- ---------------------------------------- Officer and Director (principal
Robert V. LaPenta financial and accounting officer)
/s/ Michael T. Strianese Senior Vice President--Finance March 11, 2003
- ----------------------------------------
Michael T. Strianese
/s/ Thomas A. Corcoran Director March 11, 2003
- ----------------------------------------
Thomas A. Corcoran
/s/ Robert B. Millard Director March 11, 2003
- ----------------------------------------
Robert B. Millard
/s/ John E. Montague Director March 11, 2003
- ----------------------------------------
John E. Montague
/s/ John M. Shalikashvili Director March 11, 2003
- ----------------------------------------
John M. Shalikashvili
/s/ Arthur L. Simon Director March 11, 2003
- ----------------------------------------
Arthur L. Simon
/s/ Alan H. Washkowitz Director March 11, 2003
- ----------------------------------------
Alan H. Washkowitz