As filed with the Securities and Exchange Commission on July 17, 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 Holdings, Inc.
1997 Stock Option Plan for Key Employees
(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
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Maximum
Amount to Offering Price Aggregate Amount of
Title of Securities to be Registered be Registered Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share(a) 2,503,572 $ 6.47(b) $16,198,110.84 (b) $ 4,778.44 (b)
Common Stock, par value $.01 per share(c) 285,370 $22.00(b) $ 6,278,140.00 (b) $ 1,852.05 (b)
Common Stock, par value $.01 per share(d) 1,009,731 $35.56(e) $35,906,034.36 (e) $10,592.28 (e)
Total $17,222.77
<FN>
<F1> Represents Common Stock issuable under the options granted under the L-3 Communications Holdings, Inc. 1997 Option
Plan for Key Employees (the "Plan") at an exercise price of $6.47 per share.
<F2> Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "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 price at which the options may be exercised.
<F3> Represents Common Stock issuable under the options granted under the Plan at an exercise price of $22.00 per share.
<F4> Represents Common Stock issuable under the options which have not yet been granted to employees under the Plan.
<F5> Pursuant to Rule 457(h) under the 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 per share of Common Stock on the New York Stock Exchange on July 10, 1998.
</TABLE>
<PAGE>
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.
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
<PAGE>
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.
<PAGE>
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 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.
<PAGE>
(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) 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.
<PAGE>
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 17th day of July, 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 1997 Stock Option Plan for Key Employees 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 17th day of July, 1998.
Signature Title
--------- -----
/s/ Frank C. Lanza Chairman, Chief Executive Officer and Director
- -------------------------------- (Principal Executive Officer)
Frank C. Lanza
/s/ Robert V. LaPenta President, Chief Financial Officer
- -------------------------------- (Principal Financial Officer) and Director
Robert V. LaPenta
/s/ Michael T. Strianese Vice President - Finance and
- -------------------------------- Controller (Principal Accounting Officer)
Michael T. Strianese
/s/ David J. Brand Director
- --------------------------------
David J. Brand
<PAGE>
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.
/s/ Robert B. Millard Director
- --------------------------------
Robert B. Millard
/s/ John E. Montague Director
- --------------------------------
John E. Montague
/s/ Alan H. Washkowitz Director
- --------------------------------
Alan H. Washkowitz
<PAGE>
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 hereto)
24 Power of Attorney (included in Part II of this
Registration Statement)
EXHIBIT 5.1
---------
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
July 17, 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
3,798,673 shares of Common Stock (the "Shares"), par value $.01 per share
(the "Common Stock"), of the Company issuable under the L-3 Communications
Holdings, Inc. 1997 Stock Option Plan for Key Employees (the "Plan"). In
rendering this opinion, we have examined the Registration Statement and the
Plan. 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.
<PAGE>
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares have been
duly authorized and, upon their issuance and delivery in accordance with the
Plan, 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. We also consent to the reference to our Firm under the
caption "Experts".
/s/ PricewaterhouseCoopers LLP
New York, New York
July 14, 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 1997 Stock Option Plan for Key
Employees 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.
July 13, 1998
Exhibit 23.21
-------------
Consent of Ernst & Young, LLP Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1997 Stock Option Plan for Key
Employees 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 of L-3 Communications Holdings, Inc.
/s/ Ernst & Young LLP
Palo Alto, California
July 10, 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
July 13, 1998
