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As filed with the Securities and Exchange Commission on July 1, 1996.
Registration No. 33-50407
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
(formerly, Loral Corporation)
(Exact name of registrant as specified in its charter)
MARYLAND 13-1718360
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(Address of principal executive offices)
STEPHEN M. PIPER, ESQUIRE
VICE PRESIDENT AND ASSISTANT SECRETARY
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 897-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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EXPLANATORY STATEMENT
---------------------
On January 7, 1996, Lockheed Martin Corporation (the "Corporation") and its
wholly owned subsidiary LAC Acquisition Corporation ("LAC"), entered into an
Agreement and Plan of Merger (the "Loral Merger Agreement") with Loral
Corporation ("Loral") pursuant to which LAC agreed to commence a tender offer to
purchase all of the issued and outstanding shares of Common Stock of Loral
(together with the associated preferred stock purchase rights) for an aggregate
consideration of $38 per share, net to the seller in cash, without interest (the
"Tender Offer"). In accordance with the terms of the Tender Offer and the Loral
Merger Agreement, on April 23, 1996, LAC purchased approximately 94.5% of the
outstanding shares of Common Stock of Loral. Subsequent to the consummation of
the Tender Offer, on April 29, 1996, in accordance with the terms of the Loral
Merger Agreement, LAC merged with and into Loral and pursuant thereto each
remaining share of Common Stock of Loral not owned by LAC was converted into the
right to receive $38, each outstanding share of Common Stock of LAC was
converted into a share of Common Stock of Loral, and Loral changed its name to
Lockheed Martin Tactical Systems, Inc. ("Tactical Systems"). As a result of
these transactions, Tactical Systems became a wholly owned subsidiary of the
Corporation.
Securities previously registered by Tactical Systems for issuance from time
to time in the manner described in the Registration Statement No. 33-50407 on
Form S-3 (the "Registration Statement") and not already issued will not be
issued by Tactical Systems and, pursuant to Tactical Systems' undertakings in
the Registration Statement, Tactical Systems files this Post-Effective Amendment
No. 2 thereto to remove from registration the securities of Tactical Systems
registered thereunder which had not been issued as of the consummation of the
Tender Offer.
Item 8. Exhibits
- ------ --------
Exhibit No. Description
- ----------- -----------
24 Powers of Attorney.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to Registration Statement No. 33-50407 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of
Montgomery, State of Maryland on the 1st day of July, 1996.
LOCKHEED MARTIN TACTICAL SYSTEMS
Date: July 1, 1996 By: /s/Stephen M. Piper
-------------------
Stephen M. Piper
Vice President and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to Registration Statement No. 33-50407 has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- ------------------------------- ------------
<S> <C> <C>
/s/Norman R. Augustine Chief Executive Officer July 1, 1996
------------------- (Principal Executive Officer)
Norman R. Augustine*
/s/Marcus C. Bennett Director, Senior Vice July 1, 1996
----------------- President and Chief Financial
Marcus C. Bennett* Officer (Principal Financial
Officer)
/s/Robert E. Rulon Vice President and Controller July 1, 1996
--------------- (Principal Accounting Officer)
Robert E. Rulon*
/s/Frank C. Lanza Director July 1, 1996
--------------
Frank C. Lanza*
/s/Frank H. Menaker, Jr. Director July 1, 1996
--------------------
Frank H. Menaker, Jr.*
/s/Vance D. Coffman Director July 1, 1996
----------------
Vance D. Coffman*
* By: /s/Stephen M. Piper July 1, 1996
----------------
Stephen M. Piper
Attorney-in-Fact**
</TABLE>
** By authority of powers of attorney filed with this registration statement.
3
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EXHIBIT INDEX
Exh. No. Description Page
- -------- ----------- ----
24 Powers of Attorney
4
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EXHIBIT 24
POWER OF ATTORNEY
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, including, but not limited to,
that listed below, to execute and file, or cause to be filed, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (hereinafter referred to as the "Commission") one or more
registration statements on Forms S-3 and S-8 for the purpose of removing from
registration under the Securities Act of 1933, as amended, (the "Securities
Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known
as Loral Corporation) and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney's-in-fact and agents, and each of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Norman R. Augustine June 28, 1996
- -----------------------------
Norman R. Augustine, Chief Executive Officer
5
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, including, but not limited to,
that listed below, to execute and file, or cause to be filed, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (hereinafter referred to as the "Commission") one or more
registration statements on Forms S-3 and S-8 for the purpose of removing from
registration under the Securities Act of 1933, as amended, (the "Securities
Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known
as Loral Corporation) and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney's-in-fact and agents, and each of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Marcus C. Bennett June 28, 1996
- ------------------------
Marcus C. Bennett, Director,
Senior Vice President and
Chief Financial Officer
6
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, including, but not limited to,
that listed below, to execute and file, or cause to be filed, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (hereinafter referred to as the "Commission") one or more
registration statements on Forms S-3 and S-8 for the purpose of removing from
registration under the Securities Act of 1933, as amended, (the "Securities
Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known
as Loral Corporation) and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney's-in-fact and agents, and each of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Robert E. Rulon June 28, 1996
- -------------------------
Robert E. Rulon, Vice President
and Controller
7
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, including, but not limited to,
that listed below, to execute and file, or cause to be filed, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (hereinafter referred to as the "Commission") one or more
registration statements on Forms S-3 and S-8 for the purpose of removing from
registration under the Securities Act of 1933, as amended, (the "Securities
Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known
as Loral Corporation) and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney's-in-fact and agents, and each of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Frank C. Lanza June 28, 1996
- ---------------------
Frank C. Lanza, Director
8
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, including, but not limited to,
that listed below, to execute and file, or cause to be filed, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (hereinafter referred to as the "Commission") one or more
registration statements on Forms S-3 and S-8 for the purpose of removing from
registration under the Securities Act of 1933, as amended, (the "Securities
Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known
as Loral Corporation) and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney's-in-fact and agents, and each of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Frank H. Menaker, Jr. June 28, 1996
- --------------------------
Frank H. Menaker, Jr., Director
9
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, including, but not limited to,
that listed below, to execute and file, or cause to be filed, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (hereinafter referred to as the "Commission") one or more
registration statements on Forms S-3 and S-8 for the purpose of removing from
registration under the Securities Act of 1933, as amended, (the "Securities
Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known
as Loral Corporation) and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney's-in-fact and agents, and each of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Vance D. Coffman June 28, 1996
- ---------------------
Vance D. Coffman, Director
10
