As filed with the Securities and Exchange Commission on May 12 , 1999
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)
1999 Long Term Performance Plan
(Full titles of the Plan)
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
(212) 455-2000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Amount to Maximum Aggregate Amount of
Securities to be be Offering Price Offering Price Registration
Registered Registered Per Share<F1> <F1> Fee<F1>
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $47.34 $47,340,000 $13,161
$0.01 par value
per share
</TABLE>
[FN]
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<F1> Pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities 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 high and low prices per share of the Common Stock on the
New York Stock Exchange on May 6, 1999.
-2-
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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) Annual report on Form 10-K for the year ended December 31,
1998;
(b) Current reports on Form 8-K filed March, 3, 1999 and May 3,
1999, and current report on Form 8-K/A filed May 12, 1999;
and
(c) Registration Statement on Form 8-A as filed 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
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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.
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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
23.3 Consent of Grant Thornton LLP, independent auditors
23.4 Consent of Simpson Thacher & Bartlett (included in their
opinion filed as Exhibit 5.1 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.
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(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.
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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 12th day of May, 1999.
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 to be issued to employees pursuant to
the L-3 Communications Holdings, Inc. 1999 Long Term Performance Plan,
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 12th day of May, 1999.
Signature Title
--------- -----
/s/ Frank C. Lanza Chairman, Chief Executive Officer
- ------------------------------ and Director
Frank C. Lanza (Principal Executive Officer)
/s/ Robert V. LaPenta President, Chief Financial Officer
- ------------------------------ (Principal Financial Officer)
Robert V. LaPenta and Director
/s/ Michael T. Strianese Vice President - Finance and
- ------------------------------ Controller (Principal Accounting Officer)
Michael T. Strianese
/s/ David J. Brand Director
- ------------------------------
David J. Brand
/s/ Thomas A. Corcoran Director
- ------------------------------
Thomas A. Corcoran
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/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/ John M. Shalikashvili Director
- ------------------------------
General John M. Shalikashvili
/s/ Alan H. Washkowitz Director
- ------------------------------
Alan H. Washkowitz
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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
23.3 Consent of Grant Thornton LLP, independent
auditors
23.4 Consent of Simpson Thacher & Bartlett (included
in their opinion filed as Exhibit 5.1 hereto)
24 Power of Attorney (included in Part II of this
Registration Statement)
9
EXHIBIT 5.1
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
May 12, 1999
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
Ladies and Gentlemen:
We have acted as counsel to L-3 Communications Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the issuance by
the Company of 1,000,000 shares of Common Stock, par value $$.01 per share
(the "Shares"), to be acquired by Company employees under the Company's 1999
Long Term Performance Plan (the "Plan").
We have examined the Registration Statement, the Plan and a form of
the share certificate, which has been filed with the Commission as an exhibit
to the Registration Statement. We also have examined the originals, or
duplicates or certified or conformed copies, of such records, agreements,
instruments and other documents and have made such other and further
investigations as we have deemed relevant and necessary in connection with
the opinions expressed herein. As to questions of fact material to this
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opinion, we have relied upon certificates of public officials and of officers
and representatives of the Company.
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 duplicates or certified or conformed
copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares to be issued
by the Company pursuant to the Plan 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
Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement
on Form S-8, of our report dated February 19, 1999 on our audits of (i) the
consolidated balance sheets of L-3 Communications Holdings, Inc. and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for
the year ended December 31, 1998 and for the nine months ended December 31,
1997, (ii) the combined statements of operations, changes in invested equity
and cash flows of the Predecessor Company for the three months ended March
31, 1997 and (iii) the combined statements of operations, changes in invested
equity and cash flows of the Predecessor Company for the year ended December
31, 1996, appearing in the Annual Report on Form 10-K. As indicated in our
report, our opinion insofar as it relates to the financial statements of
Communications Systems Division included in the combined financial statements
of the Predecessor Company for the year ended December 31, 1996 is based
solely on the report of the auditors.
PricewaterhouseCoopers LLP
New York, New York
May 6, 1999
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 1999 Long Term Performance Plan
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 for the year ended December 31, 1996 (not
presented separately herein), included in its Annual Report (Form 10-K)
for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
May 6, 1999
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 19, 1999, accompanying the
consolidated financial statements included in the Annual Report of Aydin
Corporation and subsidiaries in this Form 8K/A for the year ended December
31, 1998. We hereby consent to the incorporation by reference of said
reports in the Registration Statement of L-3 Communications Holdings, Inc. on
Form S-8 for the 1999 Long Term Performance Plan.
GRANT THORNTON LLP
Philadelphia, Pennsylvania
May 10, 1999
