<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
NUMBER OF PROPOSED
TITLE OF EACH CLASS OF SHARES TO BE MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- - --------------------------------- -------------- ------------------ ---------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share .......................... 575,000 $ 22.00 $12,650,000 $ 3,731.75
</TABLE>
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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. [X] File No. 333-46975
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>
The contents of the Registration Statement on Form S-1 (File No.
333-46975), as amended, filed by L-3 Communications Holdings, Inc. 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 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
- - ---------------------------------
Attorney-in-Fact
</TABLE>
II-2
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of L-3 Communications Holdings
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
----------------------------- 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>
II-3
<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 (included in signature page).
</TABLE>
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** 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 Holdings, Inc. 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 Registration Statement on Form S-1 and related
Prospectus of L-3 Communications Holdings, Inc. for the registration of
its common stock.
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 Registration Statement on Form S-1
and related Prospectus of L-3 Communications Holdings, Inc. for the
registration of its common stock.
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
