L 3 COMMUNICATIONS CORP
S-1MEF, 1998-05-19
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1998
                                                    REGISTRATION NOS. 333-
                                                                      333-
                                                                      333-
                                                                      333-

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                              -----------------

                                    FORM S-1

                            REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              -----------------

<TABLE>
<S>                                  <C>
          L-3 COMMUNICATIONS          HYGIENETICS ENVIRONMENTAL SERVICES,
               CORPORATION                           INC.
      (Exact name of registrant            (Exact name of registrant
     as specified in its charter)        as specified in its charter)
                DELAWARE                           DELAWARE
   (State of incorporation)          (State of incorporation)
           3812, 3663, 3679                    3812, 3663, 3679
    (Primary Standard Industrial         (Primary Standard Industrial
     Classification Code Number)          Classification Code Number)
               13-3937436                         13-3992505
            (I.R.S. Employer                   (I.R.S. Employer
        Identification Number)              Identification Number)
           600 THIRD AVENUE                    600 THIRD AVENUE
      NEW YORK, NEW YORK 10016             NEW YORK, NEW YORK 10016
             (212) 697-1111                     (212) 697-1111
 (Address, including zip code, and     (Address, including zip code, and
  telephone number, including area             telephone number,
   code, of registrant's principal   including area code, of registrant's
           executive offices)            principal executive offices)



<S>                                  <C>
        L-3 COMMUNICATIONS                 SOUTHERN CALIFORNIA
        ILEX SYSTEMS, INC.                   MICROWAVE, INC.
    (Exact name of registrant           (Exact name of registrant
   as specified in its charter)        as specified in its charter)
             DELAWARE                           CALIFORNIA
(State of incorporation)            (State of incorporation)
         3812, 3663, 3679                    3812, 3663, 3679
   (Primary Standard Industrial        (Primary Standard Industrial
   Classification Code Number)         Classification Code Number)
            13-3992952                          13-0478540
         (I.R.S. Employer                    (I.R.S. Employer
      Identification Number)              Identification Number)
         600 THIRD AVENUE                    600 THIRD AVENUE
     NEW YORK, NEW YORK 10016            NEW YORK, NEW YORK 10016
          (212) 697-1111                      (212) 697-1111
(Address, including zip code, and   (Address, including zip code, and
 telephone number, including area    telephone number, including area
 code, of registrant's principal     code, of registrant's principal
        executive offices)                  executive offices)
</TABLE>

                            CHRISTOPHER C. CAMBRIA
                        L-3 COMMUNICATIONS CORPORATION
                               600 THIRD AVENUE
                           NEW YORK, NEW YORK 10016
                                (212) 697-1111
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                               -----------------
                                  COPIES TO:

<TABLE>
<S>                              <C>
      VINCENT PAGANO JR.             KIRK A. DAVENPORT
  SIMPSON THACHER & BARTLETT         LATHAM & WATKINS
     425 LEXINGTON AVENUE            885 THIRD AVENUE
   NEW YORK, NEW YORK 10017      NEW YORK, NEW YORK 10022
        (212) 455-2000                (212) 906-1200
</TABLE>

                               -----------------
       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

                        CALCULATION OF REGISTRATION FEE




<TABLE>
<CAPTION>
                                                                PROPOSED MAXIMUM
          TITLE OF EACH CLASS OF              AMOUNT TO BE     AGGREGATE OFFERING        AMOUNT OF
        SECURITIES TO BE REGISTERED            REGISTERED           PRICE(1)          REGISTRATION FEE
- ------------------------------------------   --------------   --------------------   -----------------
<S>                                          <C>              <C>                    <C>
 Senior Subordinated Notes due 2007
 ("Notes") ...............................   $30,000,000      $30,000,000            $  8,850.00
 Guarantees relating to Notes(2) .........          (--)             (--)                 None
</TABLE>



(1)   Estimated solely for the purpose of calculating the registration fee.
(2)   No separate consideration will be received for the Guarantees.

                              -----------------
     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, 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] File Nos.
333-46983, 333-46983-01, 333-46983-02 and 333-46983-03


     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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
please check the following box. -
                               -----------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
 
<PAGE>


     The contents of the Registration Statement on Form S-1 (File Nos.
333-46983, 333-46983-01, 333-46983-02 and 333-46983-03), filed pursuant to the
Securities Act of 1933, as amended, are hereby incorporated by reference in
this Registration Statement.



                                      II-1
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has
duly caused the Registration Statement or amendments thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 18, 1998.


                                        L-3 COMMUNICATIONS CORPORATION


                                        By: /s/ Christopher C. Cambria
                                           ------------------------------------
                                         
                                           Vice President, Secretary and
General Counsel


     Pursuant to the requirements of the Securities Act, the Registration
Statement has been signed on the 18th day of May, 1998 by the following persons
in the capacities indicated:




<TABLE>
<CAPTION>
               SIGNATURE                                           TITLE
- --------------------------------------   --------------------------------------------------------
<S>                                      <C>
                   *                     Chairman, Chief Executive Officer and Director
- ---------------------------------
                                         (Principal Executive Officer)
                Frank C. Lanza
                   *                     President, Chief Financial Officer (Principal Financial
- ---------------------------------
                                         Officer) and Director
              Robert V. LaPenta
                   *                     Vice President -- Finance and Controller (Principal
- ---------------------------------
                                         Accounting Officer)
            Michael T. Strianese
                   *                     Director
- ---------------------------------
                David J. Brand
                   *                     Director
- ---------------------------------
             Thomas A. Corcoran
                   *                     Director
- ---------------------------------
              Alberto M. Finali
                   *                     Director
- ---------------------------------
                Eliot M. Fried
                   *                     Director
- ---------------------------------
            Frank H. Menaker, Jr.
                   *                     Director
- ---------------------------------
              Robert B. Millard
                   *                     Director
- ---------------------------------
               John E. Montague
                   *                     Director
- ---------------------------------
             Alan H. Washkowitz
*By: /s/       Christopher C. Cambria
  -----------------------------
               Attorney-in-Fact
 
</TABLE>

 

                                      II-2
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act, the Registrant has
duly caused the Registration Statement or amendments thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 18, 1998.


                                   HYGIENETICS ENVIRONMENTAL SERVICES, INC.


                                   By: /s/ Christopher C. Cambria
                                       ----------------------------------------
                                    
                                       Vice President, Secretary and Director


     Pursuant to the requirements of the Securities Act, the Registration
Statement has been signed on the 18th day of May, 1998 by the following persons
in the capacities indicated:




<TABLE>
<CAPTION>
               SIGNATURE                                          TITLE
- --------------------------------------   ------------------------------------------------------
<S>                                      <C>
                   *                     Chief Executive Officer and Director (Principal
- ---------------------------------
                                         Executive Officer)
                Frank C. Lanza
                   *                     Chief Financial Officer (Principal Financial Officer)
- ---------------------------------
                                         and Director
              Robert V. LaPenta
                   *                     Vice President, Principal Accounting Officer
- ---------------------------------
                                         and Director
            Michael T. Strianese
        /s/ Christopher C. Cambria       Director
- ---------------------------------
           Christopher C. Cambria
*By: /s/       Christopher C. Cambria
  -----------------------------
               Attorney-in-Fact
 
</TABLE>

 

                                      II-3
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act, the Registrant has
duly caused the Registration Statement or amendments thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 18, 1998.


                                        L-3 COMMUNICATIONS ILEX SYSTEMS, INC.


                                        By: /s/ Christopher C. Cambria
                                           ------------------------------------
                                         
                                           Vice President, Secretary and
Director


     Pursuant to the requirements of the Securities Act, the Registration
Statement has been signed on the 18th day of May, 1998 by the following persons
in the capacities indicated:




<TABLE>
<CAPTION>
               SIGNATURE                                          TITLE
- --------------------------------------   ------------------------------------------------------
<S>                                      <C>
                   *                     Chief Executive Officer and Director (Principal
- ---------------------------------
                                         Executive Officer)
                Frank C. Lanza
                   *                     Chief Financial Officer (Principal Financial Officer)
- ---------------------------------
                                         and Director
              Robert V. LaPenta
                   *                     Vice President, Principal Accounting Officer
- ---------------------------------
                                         and Director
            Michael T. Strianese
        /s/ Christopher C. Cambria       Director
- ---------------------------------
           Christopher C. Cambria
*By: /s/       Christopher C. Cambria
  -----------------------------
               Attorney-in-Fact
 
</TABLE>

 

                                      II-4
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act, the Registrant has
duly caused the Registration Statement or amendments thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 18, 1998.


                                        SOUTHERN CALIFORNIA MICROWAVE, INC.


                                        By: /s/ Christopher C. Cambria
                                           ------------------------------------
                                         
                                           Vice President, Secretary and
Director


     Pursuant to the requirements of the Securities Act, the Registration
Statement has been signed on the 18th day of May, 1998 by the following persons
in the capacities indicated:




<TABLE>
<CAPTION>
               SIGNATURE                                          TITLE
- --------------------------------------   ------------------------------------------------------
<S>                                      <C>
                   *                     Chief Executive Officer and Director (Principal
- ---------------------------------
                                         Executive Officer)
                Frank C. Lanza
                   *                     Chief Financial Officer (Principal Financial Officer)
- ---------------------------------
                                         and Director
              Robert V. LaPenta
                   *                     Vice President, Principal Accounting Officer
- ---------------------------------
                                         and Director
            Michael T. Strianese
        /s/ Christopher C. Cambria       Director
- ---------------------------------
           Christopher C. Cambria
                   *                     Director
- ---------------------------------
                  William Kirk
*By: /s/       Christopher C. Cambria
  -----------------------------
               Attorney-in-Fact
 
</TABLE>


                                      II-5
<PAGE>

                                 EXHIBIT INDEX





<TABLE>
<CAPTION>
    EXHIBIT NO.                                      DESCRIPTION OF EXHIBIT
- ------------------ -----------------------------------------------------------------------------------------
<S>                <C>
        **1.1      Form of Underwriting Agreement among L-3 Communications Corporation and the
                   Underwriters named therein
        **3.1      Certificate of Incorporation of L-3 Communications Corporation.
        **3.2      By-Laws of L-3 Communications Corporation.
        **3.3      Certificate of Incorporation of Hygienetics Environmental Services, Inc.
        **3.4      By-laws of Hygienetics Environmental Services, Inc.
        **3.5      Certificate of Incorporation of L-3 Communications ILEX Systems, Inc.
        **3.6      By-laws of L-3 Communications ILEX Systems, Inc.
        **3.7      Certificate of Incorporation of Southern California Microwave, Inc.
        **3.8      By-laws of Southern California Microwave, Inc.
        **4.1      Form of Indenture between L-3 Communications Corporation and the Trustee, including
                   the form of Note and Guarantee.
        **5        Opinion of Simpson Thacher & Bartlett.
       **10.1      Credit Agreement, dated as of April 30, 1997 among L-3 Communications Corporation
                   and lenders named therein, as amended.
       **10.2      Indenture dated as of April 30, 1997 between L-3 Communications Corporation and The
                   Bank of New York, as Trustee.
       **10.3      Stockholders Agreement dated as of April 30, 1997 among L-3 Communications
                   Corporation and the stockholders parties thereto.
       **10.4      Transaction Agreement dated as of March 28, 1997, as amended, among Lockheed
                   Martin Corporation, Lehman Brothers Capital Partners III, L.P., Frank C. Lanza, Robert
                   V. LaPenta and L-3 Communications Holdings, Inc.
       **10.5      Employment Agreement dated April 30, 1997 between Frank C. Lanza and L-3
                   Communications Holdings, Inc.
       **10.51     Employment Agreement dated April 30, 1997 between Robert V. LaPenta and L-3
                   Communications Holdings, Inc.
       **10.6      Lease dated as of April 29, 1997 among Lockheed Martin Tactical Systems, Inc., L-3
                   Communications Corporation and KSL, Division of Bonneville International.
       **10.61     Lease dated as of April 29, 1997 among Lockheed Martin Tactical Systems, L-3
                   Communications Corporation and Unisys Corporation.
       **10.62     Sublease dated as of April 29, 1997 among Lockheed Martin Tactical Systems, Inc., L-3
                   Communications Corporation and Unisys Corporation.
       **10.7      Limited Noncompetition Agreement dated April 30, 1997 between Lockheed Martin
                   Corporation and L-3 Communications Corporation.
       **10.8      Asset Purchase Agreement dated as of December 19, 1997 between L-3 Communications
                   Corporation and California Microwave, Inc.
       **10.81     Asset Purchase Agreement dated as of February 10, 1998 between FAP Trust and L-3
                   Communications Corporation.
       **10.82     Asset Purchase Agreement dated as of March 30, 1998 among AlliedSignal Inc.,
                   AlliedSignal Technologies, Inc., AlliedSignal Deutschland GMBH and L-3
                   Communications Corporation.
       **10.9      Form of Stock Option Agreement for Employee Options.
       **10.91     Form of 1997 Stock Option Plan for Key Employees.
       **10.10     L-3 Communications Corporation Pension Plan.
       **12        Ratio of earnings to fixed charges.
       **23.1      Consent of Simpson Thacher & Bartlett (also see Exhibit 5).
         23.2      Consent of Coopers & Lybrand L.L.P., independent certified public accountants.
         23.3      Consent of Ernst & Young LLP, independent certified public accountants.
         23.31     Consent of Ernst & Young LLP, independent certified public accountants.
         23.4      Consent of KPMG Peat Marwick LLP, independent certified public accountants.
         24        Powers of Attorney of L-3 Communications Corporation.
         24.1      Power of Attorney of Southern California Microwave, Inc., L-3 Communications ILEX
                   Systems, Inc. and Hygienetics Environmental Services, Inc.
       **25        Statement of Eligibility of Trustee on Form T-1.
</TABLE>


- ----------
**  Previously filed.





<PAGE>
                                                                  EXHIBIT 23.2 

                       CONSENT OF INDEPENDENT AUDITORS 

We consent to the inclusion in this registration statement on Form S-1 of (i) 
our report dated February 2, 1998 on our audits of the consolidated financial 
statements of L-3 Communications Corporation and subsidiaries as of December 
31, 1997 and for the nine months then ended, 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. We also consent to the 
reference to our Firm under the caption "Experts". 

                                          Coopers & Lybrand L.L.P. 


New York, New York 
May 18, 1998 



<PAGE>
                                                                  EXHIBIT 23.3 

                       CONSENT OF INDEPENDENT AUDITORS 


We consent to the reference to our firm under the caption "Experts" and to 
the use 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 herein) 
and 1995, included in the Company's Registration Statement on Form S-1 and the
related Prospectus for the registration of $180,000,000 of Senior Subordinated
Notes due 2008. 


                                          Ernst & Young LLP 


Washington, D.C. 
May 18, 1998 



<PAGE>
                                                                 EXHIBIT 23.31 

                       CONSENT OF INDEPENDENT AUDITORS 


We consent to the reference to our firm under the caption "Experts" and to 
the use 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 Company's Registration Statement on Form S-1 
and the related Prospectus for the registration of $180,000,000 of Senior 
Subordinated Notes due 2008. 


                                          Ernst & Young LLP 


Melville, New York 
May 14, 1998 




<PAGE>
                                                                  EXHIBIT 23.4 

                       CONSENT OF INDEPENDENT AUDITORS 

The Board of Directors 
ILEX Systems, Inc: 

We consent to the use of our report included herein and to the reference to 
our firm under the heading "Experts" in the Prospectus. 

KPMG Peat Marwick LLP 


San Jose, California 
May 18, 1998 




<PAGE>
                               POWER OF ATTORNEY 

   We, the undersigned directors and officers of L-3 Communications 
Corporation, do hereby constitute and appoint Christopher C. Cambria and 
Michael T. Strianese, or any of them, our true and lawful attorneys and agents,
to do any and all acts and things in our name and on our behalf in our 
capacities as directors and officers and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable said 
Corporation to comply with the Securities Act of 1933 and any rules, 
regulations and requirements of the Securities and Exchange Commission, in 
connection with this Registration Statement, including specifically, but 
without limitation, power and authority to sign for us or any of us in our 
names in the capacities indicated below, any and all amendments (including 
post-effective amendments) hereto and we do hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by 
virtue hereof. 

   Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed on the 18th day of May, 1998 by 
the following persons in the capacities indicated: 

<TABLE>
<CAPTION>
           SIGNATURE                                      TITLE 
- -----------------------------  ----------------------------------------------------------- 
<S>                       <C>
      /s/ Frank C. Lanza 
 -----------------------------  Chairman, Chief Executive Officer and Director (Principal 
         Frank C. Lanza          Executive Officer) 

     /s/ Robert V. LaPenta 
 -----------------------------  President, Chief Financial Officer (Principal Financial 
       Robert V. LaPenta         Officer) and Director 

   /s/ Michael T. Strianese 
 -----------------------------  Vice President--Finance and Controller (Principal 
      Michael T. Strianese       Accounting Officer) 

      /s/ David J. Brand 
 ----------------------------- 
         David J. Brand         Director 

    /s/ Thomas A. Corcoran 
 ----------------------------- 
       Thomas A. Corcoran       Director 

     /s/ Albert M. Finali 
 ----------------------------- 
        Albert M. Finali        Director 

      /s/ Eliot M. Fried 
 ----------------------------- 
         Eliot M. Fried         Director 

  /s/ Frank H. Menaker, Jr. 
 ----------------------------- 
     Frank H. Menaker, Jr.      Director 

     /s/ Robert B. Millard 
 ----------------------------- 
       Robert B. Millard        Director 

     /s/ John E. Montague 
 ----------------------------- 
        John E. Montague        Director 

    /s/ Alan H. Washkowitz 
 ----------------------------- 
       Alan H. Washkowitz       Director 
</TABLE>






<PAGE>

                               POWER OF ATTORNEY 

   We, the undersigned directors and officers of Hygienetics Environmental 
Services, Inc., do hereby constitute and appoint Christopher C. Cambria and 
Michael T. Strianese, or any of them, our true and lawful attorneys and 
agents, to do any and all acts and things in our name and on our behalf in 
our capacities as directors and officers and to execute any and all 
instruments for us and in our names in the capacities indicated below, which 
said attorneys and agents, or either of them, may deem necessary or advisable 
to enable said Corporation to comply with the Securities Act of 1933 and any 
rules, regulations and requirements of the Securities and Exchange 
Commission, in connection with this Registration Statement, including 
specifically, but without limitation, power and authority to sign for us or 
any of us in our names in the capacities indicated below, any and all 
amendments (including post-effective amendments) hereto and we do hereby 
ratify and confirm all that said attorneys and agents, or either of them, 
shall do or cause to be done by virtue hereof. 

   Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed on the 18th day of May, 1998 by the 
following persons in the capacities indicated: 



<TABLE>
<CAPTION>
           SIGNATURE                                       TITLE 
- ------------------------------  ---------------------------------------------------------- 
<S>                       <C>

 /s/ Frank C. Lanza
 --------------------------    Chief Executive Officer and Director (Principal 
       Frank C. Lanza            Executive Officer) 

 /s/ Robert V. LaPenta
 --------------------------    Chief Financial Officer (Principal Financial 
      Robert V. LaPenta          Officer) and Director 

 /s/ Michael T. Strianese 
 --------------------------    Vice President and Principal Accounting Officer
    Michael T. Strianese         

 /s/ Christopher C. Cambria 
 --------------------------    Director
     Christopher C. Cambria

</TABLE>

<PAGE>

                              POWER OF ATTORNEY 

   We, the undersigned directors and officers of L-3 Communications ILEX 
Systems, Inc., do hereby constitute and appoint Christopher C. Cambria and 
Michael T. Strianese, or any of them, our true and lawful attorneys and 
agents, to do any and all acts and things in our name and on our behalf in 
our capacities as directors and officers and to execute any and all 
instruments for us and in our names in the capacities indicated below, which 
said attorneys and agents, or either of them, may deem necessary or advisable 
to enable said Corporation to comply with the Securities Act of 1933 and any 
rules, regulations and requirements of the Securities and Exchange 
Commission, in connection with this Registration Statement, including 
specifically, but without limitation, power and authority to sign for us or 
any of us in our names in the capacities indicated below, any and all 
amendments (including post-effective amendments) hereto and we do hereby 
ratify and confirm all that said attorneys and agents, or either of them, 
shall do or cause to be done by virtue hereof. 

   Pursuant to the requirements of the Securities Act, this 
Registration Statement has been signed on the 18th day of May, 1998 
by the following persons in the capacities indicated: 



<TABLE>
<CAPTION>
           SIGNATURE                                       TITLE 
- ------------------------------  ---------------------------------------------------------- 
<S>                       <C>

 /s/ Frank C. Lanza
 --------------------------    Chief Executive Officer and Director (Principal 
       Frank C. Lanza            Executive Officer) 

 /s/ Robert V. LaPenta
 --------------------------    Chief Financial Officer (Principal Financial 
      Robert V. LaPenta          Officer) and Director 

 /s/ Michael T. Strianese
 --------------------------    Vice President and Principal Accounting Officer
    Michael T. Strianese          

 /s/ Christopher C. Cambria 
 --------------------------    Director
     Christopher C. Cambria
</TABLE>




<PAGE>

                              POWER OF ATTORNEY 

   We, the undersigned directors and officers of Southern California 
Microwave, Inc., do hereby constitute and appoint Christopher C. Cambria and 
Michael T. Strianese, or any of them, our true and lawful attorneys and 
agents, to do any and all acts and things in our name and on our behalf in 
our capacities as directors and officers and to execute any and all 
instruments for us and in our names in the capacities indicated below, which 
said attorneys and agents, or either of them, may deem necessary or advisable 
to enable said Corporation to comply with the Securities Act of 1933 and any 
rules, regulations and requirements of the Securities and Exchange 
Commission, in connection with this Registration Statement, including 
specifically, but without limitation, power and authority to sign for us or 
any of us in our names in the capacities indicated below, any and all 
amendments (including post-effective amendments) hereto and we do hereby 
ratify and confirm all that said attorneys and agents, or either of them, 
shall do or cause to be done by virtue hereof. 

   Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed on the 18th day of May, 1998 
by the following persons in the capacities indicated: 



<TABLE>
<CAPTION>
           SIGNATURE                                       TITLE 
- ------------------------------  ---------------------------------------------------------- 
<S>                       <C>

 /s/ Frank C. Lanza
 --------------------------    Chief Executive Officer and Director (Principal 
       Frank C. Lanza            Executive Officer) 

 /s/ Robert V. LaPenta
 --------------------------    Chief Financial Officer (Principal Financial 
      Robert V. LaPenta          Officer) and Director 

 /s/ Michael T. Strianese
 --------------------------    Vice President and Principal Accounting Officer
    Michael T. Strianese        


 /s/ Christopher C. Cambria 
 --------------------------    Director
     Christopher C. Cambria


        /s/ William Kirk 
 --------------------------    Director 
            William Kirk      

</TABLE>




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