<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1998
REGISTRATION NO. 333-46975
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-1
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)
<TABLE>
<S> <C> <C>
DELAWARE 3812, 3663, 3679 13-3937434
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
</TABLE>
600 THIRD AVENUE
NEW YORK, NEW YORK 10016
(212) 697-1111
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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 agent for service)
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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>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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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. [ ]
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. [ ]
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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.
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<PAGE>
This filing contains only the exhibits that have not been previously filed.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
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<CAPTION>
DESCRIPTION AMOUNT
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<S> <C>
Securities and Exchange Commission registration fee .................. $ 37,318
National Association of Securities Dealers, Inc. filing fee .......... 13,150
New York Stock Exchange listing application fee ...................... 140,000
Legal fees and expenses .............................................. 400,000
Accounting fees and expenses ......................................... 250,000
Printing and engraving fees and expenses ............................. 600,000
Blue Sky fees and expenses ........................................... 10,000
Miscellaneous expenses ............................................... 234,352
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Total ............................................................... $1,685,000
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</TABLE>
* To be provided by amendment.
ITEM 14. 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.
II-1
<PAGE>
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 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since April 30, 1997, Holdings has sold unregistered securities in the
amounts, at the times and for the aggregate amounts of consideration listed
below. The securities were sold directly by Holdings and did not involve any
underwriter. Holdings considers these securities to have been offered and sold
in transactions not involving any public offering and, therefore, to be
exempted from registration under Section 4(2) of the Securities Act. The
following assumes the conversion of Class B Common Stock into Common Stock
which will occur upon the consummation of the Common Stock Offering.
On April 30, 1997, Holdings issued 10,020,000 shares of Common Stock to
the Lehman Partnership and 6,980,000 shares of Common Stock to Lockheed Martin
for aggregate consideration of $109,990,000. On April 30, 1997, Holdings issued
1,500,000 shares of Common Stock to each of Messrs. Lanza and LaPenta for
aggregate consideration of $15,000,000. Of such shares, 226,000 shares have
been repurchased by Holdings.
On December 19, 1997, Holdings issued 226,000 shares of Common Stock to 21
management investors for aggregate consideration of $1,462,220.
On March 2, 1998, Holdings issued 228,571 shares of Common Stock to each
of Messrs. Lanza and LaPenta upon exercise of the first year of vesting under
their respective stock option agreements for aggregate consideration of
$2,957,700.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
The following exhibits are filed pursuant to Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
**1.1 Form of U.S. Underwriting Agreement among L-3 Communications Holdings, Inc. and
the U.S. Underwriters named therein.
**1.2 Form of International Underwriting Agreement among L-3 Communications Holdings,
Inc. and the International Managers named therein.
**3.1 Certificate of Incorporation of L-3 Communications Holdings, Inc.
**3.2 By-Laws of L-3 Communications Holdings, Inc.
**4.1 Form of Common Stock Certificate.
**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 Holdings,
Inc. 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.
**11 L-3 Communications Holdings, Inc. Computation of Basic Earnings Per Share and
Diluted Earnings Per Share
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.
</TABLE>
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** Previously filed.
II-3
<PAGE>
(b) Financial Statement Schedules
Not applicable.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreements,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
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.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Christopher C. Cambria
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Vice President -- General Counsel and
Secretary
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
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<S> <C>
* Chairman, Chief Executive Officer and Director
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(Principal Executive Officer)
Frank C. Lanza
* President, Chief Financial Officer (Principal Financial
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Officer) and Director
Robert V. LaPenta
* Vice President -- Finance and Controller (Principal
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Accounting Officer)
Michael T. Strianese
* Director
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David J. Brand
* Director
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Thomas A. Corcoran
* Director
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Alberto M. Finali
* Director
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Eliot M. Fried
* Director
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Frank H. Menaker, Jr.
* Director
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Robert B. Millard
* Director
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John E. Montague
* Director
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Alan H. Washkowitz
*By: /s/ Christopher C. Cambria
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Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
**1.1 Form of U.S. Underwriting Agreement among L-3 Communications Holdings, Inc. and
the U.S. Underwriters named therein.
**1.2 Form of International Underwriting Agreement among L-3 Communications Holdings,
Inc. and the International Managers named therein.
**3.1 Certificate of Incorporation of L-3 Communications Holdings, Inc.
**3.2 By-Laws of L-3 Communications Holdings, Inc.
**4.1 Form of Common Stock Certificate.
**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 Holdings,
Inc. 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.
**11 L-3 Communications Holdings, Inc. Computation of Basic Earnings Per Share and
Diluted Earnings Per Share
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.
</TABLE>
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** Previously filed.
<PAGE>
EXHIBIT 23.1
CONSENT OF SIMPSON THACHER & BARTLETT
Simpson Thacher & Bartlett hereby consents to the reference to our firm
under the caption "United States Federal Tax Considerations" in the prospectus
included in the Registration Statement.
Very truly yours
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
