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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
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)
DELAWARE
(State of incorporation)
3812, 3663, 3679
(Primary Standard Industrial
Classification Code Number)
13-3937434
(I.R.S. Employer
Identification Number)
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)
-------------------
COPIES TO:
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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
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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, 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]
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. -
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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Common Stock, par value $.01 per share 862,500 $ 42.00 $36,225,000 $ 10,070.55
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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.
333-70125), 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
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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 February 5, 1999.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Michael T. Strianese
-------------------------------------
Vice President -- Finance and Controller
Pursuant to the requirements of the Securities Act, the Registration
Statement has been signed on the 5th day of February, 1999 by the following
persons in the capacities indicated:
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SIGNATURE TITLE
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* Chairman, Chief Executive Officer (Principal
- --------------------------------- Executive Officer) and Director
Frank C. Lanza
* 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
*
- ---------------------------------
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
*
- ---------------------------------
John M. Shalikashvili Director
*
- ---------------------------------
Alan H. Washkowitz Director
* By Michael T. Strianese as attorney-in-fact.
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II-2
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EXHIBIT INDEX
Exhibits identified in parentheses below are on file with the SEC and are
incorporated herein by reference to such previous filings.
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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*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. (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 No.
333-46975).
3.2 By-Laws of L-3 Communications Holdings, Inc. (incorporated by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form S-1 No. 333-46975).
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 No. 333-46975).
*5 Opinion of Simpson Thacher & Bartlett.
10.1 Amended and Restated Credit Agreement, dated as of August 13, 1998 among L-3
Communications Corporation and lenders named therein (incorporated by reference to
Exhibit 99.1 to L-3 Communication Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1998).
10.2 364 Day Credit Agreement, dated August 13, 1998 among L-3 Communications and
lenders named therein (incorporated by reference to Exhibit 99.2 to L-3 Communications
Corporation's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1998).
10.3 Indenture dated as of April 30, 1997 between L-3 Communications Corporation and
The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to L-3
Communications Corporation's Registration Statement on Form S-4 No. 333-31649).
10.31 Indenture dated as of May 22, 1998 between L-3 Communications and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 10.6 to L-3 Communications
Corporation's Registration Statement on Form S-4 No. 333-70199).
*10.32 Indenture dated as of December 11, 1998 among L-3 Communications Corporation, the
Guarantors named therein and The Bank of New York, as Trustee.
*10.33 Registration Rights Agreement, dated as of December 11, 1998, among L-3
Communications Corporation, the Guarantors named therein, Lehman Brothers Inc. and
NationsBanc Montgomery Securities LLC.
*10.34 Purchase Agreement, dated as of December 3, 1998, among L-3 Communications
Corporation, the Guarantors named therein, Lehman Brothers Inc. and NationsBanc
Montgomery Securities LLC.
10.4 Stockholders Agreement dated as of April 30, 1997 among L-3 Communications Holdings,
Inc. and the stockholders parties thereto (incorporated by reference to Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1 No. 333-46975).
10.5 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. (incorporated by reference to
Exhibit 10.4 to the Registrant's Registration Statement on Form S-1 No. 333-46975).
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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10.6 Employment Agreement dated April 30, 1997 between Frank C. Lanza and L-3
Communications Holdings, Inc. (incorporated by reference to Exhibit 10.5 to the
Registrant's Registration Statement on Form S-1 No. 333-46975).
10.7 Employment Agreement dated April 30, 1997 between Robert V. LaPenta and L-3
Communications Holdings, Inc. (incorporated by reference to Exhibit 10.51 to the
Registrant's Registration Statement on Form S-1 No. 333-46975).
10.8 Limited Noncompetition Agreement dated April 30, 1997 between Lockheed Martin
Corporation and L-3 Communications Corporation (incorporated by reference to
Exhibit 10.7 to the Registrant's Registration Statement on Form S-1 No. 333-46975).
10.9 Asset Purchase Agreement dated as of December 19, 1997 between L-3 Communications
Corporation and California Microwave, Inc. (incorporated by reference to Exhibit 10.8 to
the Registrant's Registration Statement on Form S-1 No. 333-46975).
10.91 Asset Purchase Agreement dated as of February 10, 1998 between FAP Trust and L-3
Communications Corporation (incorporated by reference to Exhibit 10.81 to the
Registrant's Registration Statement on Form S-1 No. 333-46975).
10.92 Asset Purchase Agreement dated as of March 30, 1998 among AlliedSignal Inc.,
AlliedSignal Technologies, Inc., AlliedSignal Deutschland GMBH and L-3
Communications Corporation (incorporated by reference to Exhibit 10.82 to the
Registrant's Registration Statement on Form S-1 No. 333-46975).
10.93 Agreement and Plan of Merger dated as of December 3, 1998 among L-3
Communications, L-M Acquisition Corporation and Microdyne Corporation (incorporated
by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K filed on
December 9, 1998).
10.10 Form of Stock Option Agreement for Employee Options (incorporated by reference to
Exhibit 10.9 to the Registrant's Registration Statement on Form S-1 No. 333-46975).
*10.11 1997 Stock Option Plan for Key Employees.
*10.12 Non-Qualified Stock Option Agreement dated as of April 30, 1997 by and between L-3
Communications Holdings, Inc. and Frank C. Lanza.
*10.13 Non-Qualified Stock Option Agreement dated as of April 30, 1997 by and between L-3
Communications Holdings, Inc. and Robert V. LaPenta.
10.14 Amended and Restated Agreement and Plan of Merger dated as of August 13, 1998 by
and among L-3 Communications Corporation, SPD Merger Co., SPD Technologies, Inc.
and Midmark Capital, L.P. (incorporated by reference to Exhibit 2 to L-3
Communications Corporation's Current Report on Form 8-K filed on October 27, 1998).
10.20 L-3 Communications Corporation Pension Plan (incorporated by reference to
Exhibit 10.10 to the Registrant's Registration Statement on Form S-1 No. 333-46975).
*11 L-3 Communications Holdings, Inc. Computation of Basic Earnings Per Common Share
and Diluted Earnings Per Common Share.
*21 Subsidiaries of the Registrant.
*23.1 Consent of Simpson Thacher & Bartlett (included in the opinion filed as Exhibit 5).
*23.2 Consent of PricewaterhouseCoopers LLP, independent auditors.
*23.3 Consent of Ernst & Young LLP, independent auditors.
*23.31 Consent of Ernst & Young LLP, independent auditors.
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
- --------------- -------------------------------------------------------------------------
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*23.4 Consent of KPMG LLP, independent auditors.
*23.5 Consent of Grant Thornton LLP, independent certified public accountants.
*23.6 Consent of PricewaterhouseCoopers LLP, independent auditors.
*23.7 Consent of Ernst & Young LLP, independent auditors.
*23.8 Consent of Ernst & Young LLP, independent auditors.
*23.9 Consent of KPMG LLP, independent auditors.
*23.10 Consent of Grant Thornton LLP, independent certified public accountants.
*23.11 Consent of PricewaterhouseCoopers LLP, independent auditors.
*23.12 Consent of Ernst & Young LLP, independent auditors.
*23.13 Consent of Ernst & Young LLP, independent auditors.
*23.14 Consent of KPMG LLP, independent auditors.
*23.15 Consent of Grant Thornton LLP, independent certified public accountants.
**23.16 Consent of PricewaterhouseCoopers LLP, independent auditors.
**23.17 Consent of Ernst & Young LLP, independent auditors.
**23.18 Consent of Ernst & Young LLP, independent auditors.
**23.19 Consent of KPMG LLP, independent auditors.
**23.20 Consent of Grant Thornton LLP, independent certified public accountants.
*24 Powers of Attorney.
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* Previously filed.
** Filed herewith.
<PAGE>
EXHIBIT 23.16
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, 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
February 2, 1999
<PAGE>
EXHIBIT 23.17
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 year ended December 31, 1996 (not presented separately
herein) and for the year ended December 31, 1995, included in the Registration
Statement (Form S-1 No. 333-70125) and related Prospectus filed pursuant to
Rule 462(b) of L-3 Communications Holdings, Inc. for the registration of
862,500 shares of its common stock.
/s/ Ernst & Young LLP
Washington, D.C.
February 2, 1999
<PAGE>
EXHIBIT 23.18
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. (not presented separately herein) included in the
Registration Statement (Form S-1 No. 333-70125) and related Prospectus filed
pursuant to Rule 462(b) of L-3 Communications Holdings, Inc. for the
registration of 862,500 shares of its common stock.
/s/ Ernst & Young LLP
Melville, New York
February 2, 1999
<PAGE>
EXHIBIT 23.19
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.
/s/ KPMG LLP
Mountain View, California
February 3, 1999
<PAGE>
EXHIBIT 23.20
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 25, 1998 and February 28, 1997,
accompanying the financial statements of SPD Technologies Inc. and Subsidiaries
contained in the Registration Statement and Prospectus. We consent to the use
of the aforementioned reports in the Registration Statement and Prospectus, and
to the use of our name as it appears under the caption "Experts".
/s/ Grant Thornton LLP
New York, New York
February 4, 1999
