<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1996.
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
TRACOR, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 74-2618088
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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6500 TRACOR LANE
AUSTIN, TEXAS 78725
(512) 926-2800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
JAMES B. SKAGGS
TRACOR, INC.
6500 TRACOR LANE
AUSTIN, TEXAS 78725
(512) 926-2800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
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<S> <C>
DARREL A. RICE, ESQ. JOSEPH A. COCO, ESQ.
WINSTEAD SECHREST & MINICK P.C. SKADDEN, ARPS, SLATE, MEAGHER & FLOM
1201 ELM STREET 919 THIRD AVENUE
5400 RENAISSANCE TOWER NEW YORK, NEW YORK 10022
DALLAS, TEXAS 75270 (212) 735-3000
(214) 745-5255
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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/ 333-05491 and
333-03330
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE(1) FEE(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value............ 25,000 $17.50 $437,500 $151.0
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) This registration statement relates to the offering of up to 7,500,000
shares of Registrant's common stock. Of these shares, 25,000 are registered
hereby, 2,975,000 were previously registered on Registration Statement No.
333-05491, filed with the Commission on June 7, 1996, and 4,500,000 shares
were previously registered on Registration Statement No. 333-03330, filed
with the Commission on April 10, 1996. Total filing fees of $61,555 have
previously been paid to the Commission in respect of the shares of
Registrant's common stock offered pursuant to the referenced registration
statements, representing an overpayment of filing fees in excess of $151.
Accordingly, no additional filing fee is due.
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<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO.
333-05491
Tracor, Inc. (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-3 in its entirety the Registration Statement on
Form S-3 (File No. 333-05491) declared effective on July 1, 1996 by the
Securities and Exchange Commission (the "Commission"), including each of the
documents filed by the Company with the Commission and incorporated or deemed to
be incorporated by reference therein and all exhibits thereto.
EXHIBITS
The following documents are filed as exhibits to this Registration
Statement.
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------------- -----------------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Winstead Sechrest & Minick P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Winstead Sechrest & Minick P.C. (contained in their opinion filed as Exhibit
5.1 to the Registration Statement)
</TABLE>
<PAGE> 3
EXPLANATORY NOTE
The Registration Statement contains a Prospectus relating to a public
offering in the United States and Canada of an aggregate of 4,939,630 shares of
Common Stock, par value $.01 per share, of the Company (the "United States
Offering"), together with a separate prospectus cover page relating to a
concurrent offering outside the United States and Canada of an aggregate of
1,234,907 shares of Common Stock, par value $.01 per share, of the Company (the
"International Offering"). The complete prospectus for the United States
Offering follows immediately. Following such prospectus is the alternate cover
page for the prospectus for the International Offering. The front cover page of
the prospectus for the International Offering will appear in lieu of the front
cover page of the prospectus for the United States Offering. All other pages of
the prospectus for the United States Offering are to be used for both the United
States Offering and the International Offering.
Ten copies of the complete Prospectus for each of the United States
Offering and the International Offering in the exact forms in which they are to
be used after effectiveness will be filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the General Rules and Regulations under
the Securities Act of 1933, as amended.
<PAGE> 4
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on July 3, 1996.
TRACOR, INC.
By: /s/ JAMES B. SKAGGS
------------------------------------
James B. Skaggs
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and appoints James B. Skaggs and Robert K. Floyd, and each of
them, any one of whom may act without the joinder of the other, as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below, all amendments and post-effective amendments to this Registration
Statement as such attorney-in-fact may deem necessary or appropriate.
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SIGNATURE TITLE DATE
- ---------------------------------------- ----------------------- --------------
<C> <S> <C>
By: /s/ JAMES B. SKAGGS Director, President and July 3, 1996
--------------------------------- Chief Executive Officer
James B. Skaggs (Principal Executive
Officer)
By: /s/ ROBERT K. FLOYD Vice President (Principal July 3, 1996
-------------------------------- Financial and Accounting
Robert K. Floyd Officer of Registrant)
By: /s/ WILLIAM E. CONWAY Director July 3, 1996
--------------------------------
William E. Conway
By: /s/ JULIAN DAVIDSON Director July 3, 1996
--------------------------------
Julian Davidson
By: /s/ ANTHONY GRILLO Director July 3, 1996
--------------------------------
Anthony Grillo
By: /s/ BOB MARBUT Director July 3, 1996
--------------------------------
Bob Marbut
By: /s/ ELVIS L. MASON Director July 3, 1996
--------------------------------
Elvis L. Mason
By: Director July , 1996
--------------------------------
Thomas P. Stafford
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<PAGE> 5
EXHIBITS
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<C> <S>
5.1 Opinion of Winstead Sechrest & Minick P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Winstead Sechrest & Minick P.C. (included in exhibit 5.1)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
WINSTEAD SECHREST & MINICK P.C.
5400 RENAISSANCE TOWER
1201 ELM STREET
DALLAS, TEXAS 75270
JULY 3, 1996
THE BOARD OF DIRECTORS
TRACOR, INC.
6500 TRACOR LANE
AUSTIN, TEXAS 78725
LADIES AND GENTLEMEN:
We have acted as counsel for Tracor, Inc., a Delaware corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-3
(Registration No. 333-05491), filed with the Securities and Exchange Commission
on June 7, 1996 (the "Registration Statement"), and the Company's Registration
Statement on Form S-3 (the "Abbreviated Registration Statement"), filed with the
Securities and Exchange Commission on July 3, 1996, pursuant to the Securities
Act of 1933, as amended, for the registration of 2,975,000 shares and 25,000
shares, respectively, of the Company's Common Stock, par value $0.01 per share
(the "Common Stock") for sale by the Company. The Registration Statement
includes a combined prospectus relating to a total of 7,475,000 shares of Common
Stock, consisting of the 2,975,000 shares registered under the Registration
Statement and 4,500,000 shares of Common Stock which were previously registered
under the Company's related registration statement on Forms S-4/S-3
(Registration No. 333-03330) (the "Initial Registration Statement"). The Shares
(as defined in the Underwriting Agreement, hereinafter defined) will be offered
and sold pursuant to the Initial Registration Statement, the Registration
Statement, and the Abbreviated Registration Statement to the several
underwriters to be named in the Underwriting Agreement (the "Underwriting
Agreement") filed as an exhibit to Registration Statement No. 333-05491, by and
among the Company and Morgan Stanley & Co. Incorporated, Bear, Stearns & Co.
Inc, BT Securities Corporation, and Oppenheimer & Co., Inc., as U.S.
Representatives of the several U.S. Underwriters, and Morgan Stanley & Co.
International Limited, Bear, Stearns International Limited, Bankers Trust
International PLC, and Oppenheimer & Co., Inc., as International Representatives
for the several International Underwriters. Capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Underwriting Agreement. This opinion letter is provided to you at the request of
the Company and will be filed as Exhibit 5.1 to the Abbreviated Registration
Statement.
In rendering this opinion, we have examined originals or copies, certified
to our satisfaction, of such corporate records and other documents and
certificates as we deemed necessary. In such examination, we have assumed the
genuineness of all signatures other than the signatures of the Company, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies and the
authenticity of the originals of all such latter documents. As to any facts
material to this opinion, we have, when relevant facts were not independently
established by us, relied upon the aforesaid records, certificates and
documents.
<PAGE> 2
The law covered by the opinions expressed herein is limited to the law of
the State of Texas and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The issuance of the Shares has been duly and validly authorized.
(2) The Shares, when issued against payment therefor in accordance
with the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Abbreviated Registration Statement and to the reference to this Firm in the
Registration Statement, the Abbreviated Registration Statement and the
Prospectus. In giving such consent we do not imply or admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities and Exchange Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By:
------------------------------------
Darrel A. Rice
cst
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" and to
the use of our report with respect to the consolidated financial statements of
Tracor, Inc. dated January 26, 1996 (except Note N, as to which the date is
March 12, 1996), incorporated by reference in the Registration Statement on Form
S-3 and included in the related Prospectus of Tracor, Inc. for the issuance of
shares of common stock and for the registered resale of shares of its common
stock issued in connection with the acquisition of substantially all of the
assets of Westmark Systems, Inc.
ERNST & YOUNG LLP
Austin, Texas
June 28, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
The Board of Directors
Tracor, Inc.:
We consent to the use of our reports included herein dated December 16,
1994 in the Registration Statement on Form S-3 and the related prospectus of
Tracor, Inc. and to the reference to our firm under the heading "Experts" in the
prospectus.
San Diego, California
June 5, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 24, 1995, with respect to the financial
statements of AEL Industries, Inc. incorporated by reference in the Registration
Statement on Form S-3 and included in the related Prospectus of Tracor, Inc. for
the issuance of shares of common stock and for the registered resale of shares
of its common stock issued in connection with the acquisition of substantially
all of the assets of Westmark Systems, Inc.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
June 5, 1996
