<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1996
REGISTRATION NO. 333-______
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------
LCC INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4812 54-1807038
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
</TABLE>
ARLINGTON COURTHOUSE PLAZA II
2300 CLARENDON BOULEVARD, SUITE 800
ARLINGTON, VIRGINIA 22201
(703) 351-6666
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------
PIYUSH SODHA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LCC INTERNATIONAL, INC.
ARLINGTON COURTHOUSE PLAZA II
2300 CLARENDON BOULEVARD, SUITE 800
ARLINGTON, VIRGINIA 22201
(703) 351-6666
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------
COPIES TO:
STEVEN M. KAUFMAN, ESQ. JUDITH R. THOYER, ESQ.
LORRAINE SOSTOWSKI, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON
HOGAN & HARTSON L.L.P. 1285 AVENUE OF THE AMERICAS
555 THIRTEENTH STREET, N.W. NEW YORK, NEW YORK 10019-6064
WASHINGTON, D.C. 20004-1109 (212) 373-3000
(202) 637-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON
AS PRACTICABLE FOLLOWING EFFECTIVENESS OF THIS REGISTRATION STATEMENT.
------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /x/ 333-6067
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED (1) SHARE PRICE FEE(2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $0.01 per share 287,500 $16.00 $4,600,000 $1,586
===========================================================================================================
</TABLE>
(1) Includes 37,500 shares which may be purchased by the Underwriters to cover
over-allotments, if any.
(2) 5,750,000 were registered under Registration No. 333-6067 and a filing fee
of $29,742 was previously paid with the earlier registration statement.
<PAGE> 2
EXPLANATORY NOTE
This registration statement relates to the public offering of Class A
Common Stock of LCC International, Inc. contemplated by a Registration
Statement on Form S-1, Registration No. 333-6067 (the "Prior Registration
Statement"), and is filed solely to increase the number of shares to be offered
in such offering by 287,500, including up to 37,500 shares that may be sold
pursuant to the Underwriters' over-allotment option, all of which shares are
to be sold by a selling stockholder. The contents of the Prior Registration
Statement, including all exhibits thereto, are hereby incorporated by
reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Arlington, Commonwealth
of Virginia, on the 25th day of September, 1996.
LCC INTERNATIONAL, INC.
By /s/ Rajendra Singh
--------------------------------
Rajendra Singh
Chairperson of the Board of Directors
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Rajendra Singh Chairperson of the Board of Directors September 25, 1996
- ----------------------------------
Rajendra Singh
* Co-Chairperson of the Board of Directors and September 25, 1996
- ---------------------------------- Executive Vice President
Neera Singh
* Director, President and Chief September 25, 1996
- ---------------------------------- Executive Officer (Principal Executive Officer)
Piyush Sodha
* Senior Vice President, September 25, 1996
- ---------------------------------- Treasurer and Chief Financial Officer
Richard Hozik (Principal Financial Officer and
Principal Accounting Officer)
* Director September 25, 1996
- ----------------------------------
Mark D. Ein
* Director September 25, 1996
- ----------------------------------
Arno Penzias
By: /s/ Rajendra Singh
-----------------------------
Rajendra Singh
Attorney-in-Fact
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion regarding legality of shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).
*24 Power of attorney from officers and directors of the Company signing
by attorney-in-fact.
</TABLE>
- ------------------------------
* Incorporated by reference from the Registration Statement on Form S-1 of the
Registrant, Registration No. 333-6067.
<PAGE> 1
EXHIBIT 5
[HOGAN & HARTSON L.L.P. LETTERHEAD]
September 25, 1996
Board of Directors
LCC International, Inc.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Members of the Board of Directors:
We are acting as special counsel to LCC International, Inc.,
a Delaware corporation (the "Company"), in connection with its registration
statement on Form S-1 (the "Registration Statement"), filed with the Securities
and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, relating to the proposed public offering of up to 287,500 shares of
the Company's Class A Common Stock, par value $0.01 per share, all of which
shares (the "Shares") are to be sold by the Selling Stockholder identified in
the Registration Statement. This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. The Restated Certificate of Incorporation of the
Company, as certified by the Secretary of the State
of the State of Delaware on September 20, 1996 and by
the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
3. The Amended and Restated Bylaws of the Company, as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect.
<PAGE> 2
4. A certificate of good standing for the Company from
the Secretary of State of the State of Delaware.
5. An executed copy of the Underwriting Agreement among
the Company and the several Underwriters to be named
therein, for whom Donaldson, Lufkin & Jenrette
Securities Corporation, Alex. Brown & Sons
Incorporated, and Oppenheimer & Co., Inc. will act as
representatives, a form of which is incorporated by
reference as Exhibit 1 to the Registration Statement
(the "Underwriting Agreement").
6. Resolutions of the Board of Directors of the Company
adopted on June 11, 1996, July 23, 1996, August 26,
1996, September 19, 1996 and September 23, 1996;
resolutions of the Sole Stockholder of the Company
adopted on August 26, 1996 and September 19, 1996;
and resolutions of the Pricing Committee of the Board
of Directors adopted on September 24, 1996, as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect, relating to the issuance and sale of the
Shares and arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on
the General Corporation Law of the State of Delaware. We express no opinion
herein as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of
the opinion that, assuming that at the time the Shares are issued the Company
receives the consideration therefor specified in the resolutions of the Board
of Directors referred to in Paragraph 6 above and assuming the effectiveness of
the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable under the General Corporation Law of the State of Delaware.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion
letter has been prepared solely for your use in connection with the filing of
the Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
<PAGE> 3
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the reference to this firm under
the caption "Legal Matters" in the prospectus incorporated by reference as a
part of the Registration Statement. In giving this consent, we do not thereby
admit that we are an "expert" within the meaning of the Securities Act of 1933,
as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Members' Committee
LCC, L.L.C.
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Washington, DC
September 25, 1996
