As filed with the Securities and Exchange Commission on June 30, 1997
Reg. No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
the Securities Act of 1933
Tracor, Inc.
(Exact name of registrant as specified in its charter)
Delaware 74-2618088
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6500 Tracor Lane 78725-2000
Austin, Texas (Zip Code)
(Address of Principal Executive Offices)
Outside Directors' Fee Plan
Robert K. Floyd
Vice President and Chief Financial Officer
Tracor, Inc.
6500 Tracor Lane
Austin, Texas 78725
512/929-4680
(Name, address, and telephone number,
including area code, of agent for service)
Copy to:
Russell E. Painton
Vice President and General Counsel
Tracor, Inc.
6500 Tracor Lane
Austin, Texas 78725
512/929-2230
Calculation of Registration Fee
-------------------------------
Title of securities Amount to Proposed Proposed Amount
be registered be registered maximum maximum of registration
offering aggregate on fee
price per offering
share1 price1
Outside Directors' $500,000 100% $500,000 $172
Fee Plan Interests2
1 Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(o).
2 The Outside Directors' Fee Plan Interests are unsecured
interests of Tracor, Inc. to pay deferred compensation in the
future in accordance with the terms of the Outside Directors'
Fee Plan.
<PAGE>
PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Tracor, Inc. (the "Corporation") hereby incorporates by reference
in this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC" or
"Commission"):
(a) The Corporation's Annual Report on Form 10-K for the year
ending December 31, 1996 files on (File No. 0-20227) filed on
March 28, 1997.
(b) A description of Tracor's common stock, the class of
securities to be offered, is contained in the Corporation's
Registration Statement on Form 10, as amended, (File No.
0-20227) filed on July 17, 1992.
(c) All other reports filed by the Registrant pursuant to Section
13(a) of 15(d) of the Securities Exchange Act of 1934 since
December 31, 1995.
All documents filed by Tracor with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all the
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the
date of the filing of such documents with the Commission.
Item 4. Description of Securities
The securities registered hereunder are interests in the Outside
Directors' Fee Plan.
Item 5. Interests of Named Experts and Counsel
Russell E. Painton, Vice-President, Corporate Secretary and
General Counsel of Tracor, Inc., has given an opinion as to the
legality of the shares being registered. Mr. Painton owns stock
in the Company and holds options to acquire additional shares of
stock in the Company, the total fair market value of which exceeds
$50,000.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in
the right or such corporation) by reason of the fact that such
person is or was a director, officer, employee, or agent of such
corporation, or is or was serving at the request of such
corporation as a director, officer, employee, or agent of another
corporation or enterprise. A corporation may indemnify such
person against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except
that no indemnification is permitted without judicial approval if
the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses
(including attorneys' fees) which he actually and reasonably
incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer
or director may be entitled under any corporation's bylaw,
agreement, vote, or otherwise.
In accordance with Section 145 of the Delaware General Corporation
Law, the Certificate of Incorporation of Tracor provides in
Article VIII for the following indemnification:
The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section
from and against any and all of the expenses, liabilities, or
other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive
of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such
person. No amendment, modification, or repeal of this Article
VIII shall affect or impair in any way the rights of any director
or officer of the Corporation to indemnification under the
provisions hereof with respect to any action, suit, or proceeding
arising out of, or relating to, any actions, transactions, or
facts occurring prior to the final adoption of such amendment,
termination, or repeal.
In addition, Section 6. of Article VIII of Tracor's bylaws provide
that the corporation shall indemnify its directors, officers,
employees, and agents to the fullest extent permitted by the
General Corporation Law of the State of Delaware and its
Certificate of Incorporation.
Tracor maintains director and officer liability insurance in the
aggregate amount of $25,000,000.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
3.1 Restated Certificate of Incorporation, as amended (incorporated
by reference to the Company's Registration Statement Number
333-03330 filed with the Securities and Exchange Commission
on April 10, 1996).
3.2 Bylaws of the Company, as amended and restated (incorporated
by reference to the Company's Registration Statement Number
333-03330 filed with the Securities and Exchange Commission
on April 10, 1996).
4.1 Outside Directors' Fee Plan
4.2 Specimen Certificate representing Common Stock of Tracor (incorporated
by reference to Exhibit 4.6 of Tracor's Registration Statement
on Form 10, as amended, dated July 17, 1992 (File No. 0-20227)).
5.1 Opinion of Russell E. Painton, General Counsel to Tracor, Inc.
as to the legality of the shares being registered.
23.1 Consent of Ernst & Young, LLP, Independent Auditors.
Item 9. Undertakings.
1. Tracor hereby undertakes:
(a) 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 the 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 the Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the information required to be included in the
post-effective amendment by those paragraphs is contained in
periodic reports filed by Tracor pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
(b) 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1934 may be permitted to directors,
officers and 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 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 public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
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-8 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 the 30th day of June, 1997.
Tracor, Inc.
By: /s/ James B. Skaggs
-------------------
James B. Skaggs
President
Pursuant to the requirements of the Securities Exchange Act of
1933, this Registration Statement has been signed by Directors of
the corporation on the 30th day of June, 1997.
/s/ William E. Conway
William E. Conway
/s/ Julian Davidson
Julian Davidson
/s/ Anthony Grillo
Anthony Grillo
/s/ Bob Marbut
Bob Marbut
/s/ Elvis Mason
Elvis Mason
/s/ James B. Skaggs
James B. Skaggs
/s/ Thomas P. Stafford
Lt. Gen. Thomas P. Stafford
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have 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 June 30,
1997.
Outside Directors' Fee Plan
By: /s/ Robert K. Floyd
-------------------
Robert K. Floyd
Plan Committee Chairman
EXHIBIT 4.1
OUTSIDE DIRECTORS' FEE PLAN
1. Purposes of the Plan. The Tracor, Inc. Outside Directors' Fee
Plan ("Plan") is adopted effective December 15th, 1994, by
Tracor, Inc. (the "Company"), and is intended to provide a method
for attracting and retaining qualified outside directors for the
Company and to encourage them to devote their best efforts to the
business of the Company, thereby advancing the interests of the
Company and its shareholders.
2. Administration of the Plan.
(a) The Plan shall be administered by the Committee of
Directors (the "Committee") consisting of one to three
members of the Board of Directors of the Company (the
"Board"), with the Chairman of the Board serving as
Chairman thereof and who shall appoint the additional
members from time to time. The Committee is authorized to
interpret the Plan and may from time to time adopt such
rules and regulations, consistent with the provisions of
the Plan, as it may deem advisable to carry out the Plan.
All decisions made by the Committee shall be final. All
expenses incurred in connection with the administration of
the Plan shall be borne by the Company. No member of the
Committee shall be a Participant in the Plan.
(b) The Committee shall perform any act which the Plan
authorizes expressed by a vote at a meeting or in writing
signed by a majority of its members without a meeting. The
Committee may, by a writing signed by a majority of its
members, appoint any member of the Committee to act on
behalf of the Committee. Any person who is a member of the
Committee shall not vote or decide upon any matter
relating solely to himself or vote in any case in which
his individual right or claim to any benefit under the
Plan is particularly involved. If, in any matter or case
in which a person is so disqualified to act, the remaining
persons constituting the Committee cannot resolve such
matter or case, the Board will appoint a temporary
substitute to exercise all the powers of the disqualified
person concerning the matter or case in which he is
disqualified.
(c) The Committee may designate in writing other persons to
carry out its responsibilities under the Plan. The
Committee may remove any person designated to carry out
its responsibilities under the Plan by notice in writing
to that person.
(d) The Committee may employ persons to render advice with
regard to any of its responsibilities. Charges for all
services rendered shall be paid by the Company.
(e) The Company shall indemnify and hold harmless each member
of the Committee from and against any and all claims and
expenses (including, without limitation, attorneys' fees
and related costs), in connection with the performance by
the person of his duties in that capacity, other than any
of the foregoing, arising in connection with the willful
neglect or willful misconduct of the person so acting.
3. Participation in the Plan.
(a) Participation. Each non-employee director of the Board
may be a participant in the Plan ("Participant"). For
purposes of the foregoing sentence, an individual shall be
deemed to be a non-employee director if he is a validly
elected director of the Company and he is not an officer
of the Company and does not perform any services for the
Company in a common-law employee capacity.
(b) Deferral of Fees. A Participant may elect to defer all or
a part of any Director's fees or any fees payable to him
for serving on any committee of the Board of Directors of
the Corporation by filing with the Committee an election
to defer receipt of all or a designated portion of such
fees.
(c) Time and Manner of Making Elections. Any deferral election
which may be made by a Participant under the Plan shall be
made with respect to a twelve consecutive month period
("Service Period") during which services on the Board are
rendered by such Participant and must be made not later
than the date immediately preceding the first day of such
Service Period. A Service Period for each Participant
shall commence on January 1 of each year beginning with
January 1, 1995. All elections shall be made in the manner
and form prescribed by the Committee.
(d) Nature of Elections. A Participant's election to defer
receipt of all or a designated portion of his fees for a
Service Period shall continue in force and effect for
future Service periods unless modified or revoked by such
Participant. Any such modification or revocation shall be
effective only as of the first day of a Service Period and
must be made not later than the date immediately preceding
the first day of such Service Period. A modification or
revocation of an existing deferral election shall be made
in the manner and form prescribed by the Committee. Any
deferral election with respect to a Service Period shall
be irrevocable as of the first day of such Service Period.
4. Crediting of Deferred Fees to Plan Account.
(a) Establishing of Plan Account. The Committee shall
establish a memorandum bookkeeping account (the "Plan
Account") for each Participant in the Plan. During each
quarter within a Service Period, the Committee shall
credit to each Participant's Plan Account the
Participant's deferred fees as of the date such fees are
earned by the Participant.
(b) Crediting of Interest Equivalents. As of the last day of
each quarter within a Service Period and as of the last
day of any quarter subsequent to a Service Period upon
which a Participant has a balance credited to his Plan
Account, the Committee shall credit to each Participant's
Plan Account, as additional deferred fees, a dollar amount
equal to simple interest on the amounts credited to such
Account (excluding any amounts being credited during such
quarter) computed at the Company's average annualized cost
of all debt capital during the quarter determined on the
last business day of such quarter.
(c) Common Stock Interest Equivalents. A Participant may
elect that in lieu of the interest credited to each
Participant's Plan Account, as set forth above, that such
Participant's Plan Account shall be credited or debited,
as the case may be, with an amount which would be equal to
the increase or decrease in the price of the Company's
Common Stock during each quarter of the Service Period
(the "Common Stock Index"). The increase or decrease
shall be computed by subtracting the closing price of the
Company's Common Stock on the last business day of each
quarter during the Service Period from the closing price
of the Common Stock on the day before the first business
day of the same quarter. If the NASD Market is not open,
or a quote is not obtainable on either of these days, the
Committee shall determine the applicable beginning and/or
ending price which would most nearly approximate the
previously defined beginning and ending prices.
(d) Payment of the Common Stock Interest Equivalents. The
Common Stock Interest Equivalents shall be credited to the
Plan Account of a Participant at the same time, and in the
same manner, as the interest equivalent set forth in
Paragraph (b) of this Article.
(e) Registration with the SEC. Nothing herein is intended,
nor shall it be construed, to allow for the payment, or
the crediting to a Participant's Plan Account, of the
Common Stock Interest Equivalents unless and until the
rights granted thereunder have been registered with the
Securities and Exchange Commission, or the registration
thereof is determined to be exempt from registration.
5. Payment of Deferred Fees.
(a) Payment Election. Generally. Except as otherwise provided
in Paragraphs 5(b), (c), or (d) below, prior to the first
day of each Service Period, a Participant shall elect,
subject to the provisions of Paragraph (b), (c), and (d)
below, the commencement date (which must not be earlier
than the first day of the month immediately following the
expiration of such Service Period) and the mode (which may
either be a lump sum payment or quarterly, or annual
installment payments over a specified term certain not to
exceed ten (10) years) for payment of amounts in his Plan
Account attributable to fees credited during such Service
Periods, together with interest credited pursuant to
Paragraph 4(b). Any such elections regarding the
commencement date and mode of payment of amounts credited
to a Participant Plan Account for the Service Period shall
be irrevocable once made. In the absence of proper
direction by a Participant regarding the time or mode of
payment of amounts credited to his Plan Account during a
Service Period, such amounts shall be distributed in
quarterly installments over a period of ten years,
beginning on the first day of the first month after the
date the Participant ceases to be a member of the Board.
(b) Payment Upon Death. In the event of a Participant's death,
the balance of such Participant's Plan Account, computed
as of the date of his death, shall be paid in one lump sum
to his designated beneficiary within the first four months
following the date of such Participant's death. A
Participant, by written instrument filed with the
Committee in such manner and form as it may prescribe, may
designate one or more beneficiaries to receive payment of
the amounts credited to his Plan Account in the event of
his death. Any such beneficiary designation may be changed
from time to time prior to the death of the Participant.
In the absence of a beneficiary designation on file with
the Committee at the time of a Participant's death, the
executors or administrator of the Participant's estate
shall be deemed to be his design beneficiary.
(c) Payment On Plan Termination. In the event the Plan is
terminated by the Company, the balance of each
Participant's Plan Account, computed as of the 90th day
immediately following the date of such Plan termination,
shall be paid to such Participant in one lump sum as soon
as practicable after such date.
(d) Payment Upon Change of Control. With respect to any
Participant that ceases to be a member of the Board as a
result of or in connection with a change of control that
is not approved, recommended, and supported by at least
two-thirds of the directors who were also directors prior
to the occurrence of any such change of control in actions
taken prior to, and with respect to, such change of
control, such Participant's Plan Account computed as of
the later of the date such Participant ceases to be a
member of the Board or the date of such change of control,
shall be paid to such Participant in one lump sum as soon
as practicable, but no later than thirty (30) days
following such date. For purposes of the Plan, "change of
control" shall be deemed to have occurred if (i) any
person (other than Participant or the Company) including a
"group" as determined in accordance with Section 1 3(d)(3)
of the Securities Exchange Act of 1934, becomes the
beneficial owner of shares of the Company having 40 % or
more of the total number of votes that may be cast for the
election of directors: or (ii) as a result of, or in
connection with, any cash tender or exchange offer, merger
or other business combination, sale of assets or contested
election, or any combination of the foregoing transactions
(a "Transaction"), the persons who were directors before
the Transaction shall cease to constitute a majority of
the Board or any successor thereto. The determinations of
whether a change of control has occurred, whether such
change of control was not approved, recommended, or
supported by the directors in actions taken prior to, and
with respect to, such change of control and whether any
Participant ceased to be a member of the Board as a result
of or in connection with such change of control shall be
made by the Committee as existing at least six months
prior to the occurrence of such alleged change of control
(whether or not such members are currently serving as
Directors) and its determination shall be final.
(e) Conversion of Plan Account for Purposes of Payment. If a
Participant has elected to receive payment of his Plan
Account in a lump sum pursuant to Paragraph (a) above, the
value of his Plan Account (including accrued but unpaid
interest, as contemplated in Paragraph 4(b)) shall be
determined as of the last day of the month preceding the
time which he has elected to receive such payment, and an
amount equal to such value shall be paid to the
Participant. If a Participant has elected to receive
payment of his Plan Account in installment payments
pursuant to Paragraph (a) above the value of his Plan
Account (including interest equivalents pursuant to
Paragraph 4(b)), shall be determined as of the last day of
the month preceding the time on which he has elected to
commence receiving such payments and an amount equal to
the value of such Plan Account multiplied by a fraction,
the numerator of which is one and the denominator of which
is the aggregate number of payments which the Participant
elected, shall be paid as of each interval such
Participant elected; provided, however, that any balance
credited to such Participant's Plan Account shall continue
to be credited with interest equivalents pursuant to
Paragraph 4(b), except that the interest equivalents so
credited shall be paid directly to the Participant
concurrent with each installment payment. If Paragraphs
(b), (c), and (d) above apply, the value of a
Participant's Plan Account shall be determined as of the
date specified in the applicable Paragraph and an amount
equal to such value shall be paid to the Participant or
his designated beneficiary.
(f) Adjustment of Plan Account. Once an amount has been paid
to a Participant or his beneficiary, such amount shall be
subtracted from the Participant's Plan Account.
6. Hardship Distributions. In the event of hardship incurred by a
Participant, as determined in the sole discretion of the
Committee, payment of all or a portion of the amount credited
to his Plan Account which is being credited with interest
equivalents pursuant to Paragraph 4(b), if any, shall be
accelerated by being paid, in one lump sum, as soon as
practicable following the Committee's determination of the
existence of such hardship. For purposes of this paragraph,
hardship shall mean any unforeseeable financial emergency or
extreme hardship affecting the personal or family affairs of
the Participant and having a significant financial effect.
The Committee may find that financial emergency or extreme
hardship exists in situations in which a distribution is
necessary for purposes such as, but not limited to, the
following: (i) for the purpose of enabling a Participant to
meet unforeseeable financial requirements of an illness or
disability of the Participant or a member of his family; (ii)
loss of the Participants property due to casualty and (ii)
other similar extraordinary circumstances arising as a result
of events beyond the control of the Participant. The decision
of the Committee regarding the existence or nonexistence of a
hardship of a Participant shall be final and binding.
7. The Committee shall have the authority to require a
Participant to provide such proof as it deems necessary to
establish the existence and significant nature of the
Participant's hardship.
8. Prohibition Against Assignment or Encumbrance. No right,
title, interest, or benefit hereunder shall ever be liable
for or charged with any of the torts or obligations of a
Participant or a person claiming under a Participant, or be
subject to seizure by any credit of a Participant or any
person claiming under a Participant. No Participant or any
person claiming under a Participant shall have the power to
anticipate or dispose of any right, title, interest or
benefit hereunder in any manner until same shall have been
actually distributed free and clear of the terms of the Plan.
9. Nature of the Plan. The Plan and any election agreement
executed thereunder constitute an unfunded, unsecured
liability of the Company to make payments in accordance with
the provisions hereof, and neither a Participant nor any
person claiming under the Participant shall have any security
or other interest in any specific assets of the Company by
virtue of this Plan. Neither the establishment of the Plan,
the crediting of amounts to the Plan Account or the setting
aside of any funds shall be deemed to create a trust. The
Company, at its election and in its sole discretion, may
provide for the payment of benefits under the Plan by setting
aside and investing, in an account on the Company's books,
such funds as the Company may from time to time determine.
Legal and equitable title to any funds so set aside shall
remain in the Company, and no Participant shall have security
or other interests in such funds. Any funds so set aside
shall remain subject to the claims of the creditors of the
Company, present and future.
10. Amendment and Termination of Plan. The Company shall have the
right to alter or amend the Plan or any part thereof, from
time to time, except the Company shall not make any
alteration or amendment which would impair the rights of a
Participant with respect to amounts theretofore credited to
that Participant's Plan Account. The Company may terminate
the Plan at any time. If not sooner terminated under the
provisions of this paragraph, the Plan shall terminate as of
the date on which all amounts thereof which are credited to
the Plan Account have been paid.
11. No Tax Guarantee. Neither this Plan nor any representation
made in connection with it shall be construed to be an
assurance or guarantee of a deferral of income for income tax
purposes of any amount to be paid pursuant to this Plan.
12. Laws Governing. The Plan and any documents executed in
connection therewith shall be construed in accordance with
and governed by the laws of the State of Texas.
EXHIBIT 5.1
June 30, 1997
Tracor, Inc.
6500 Tracor Lane
Austin, Texas 78725
Dear Sirs:
I have represented Tracor, Inc., a Delaware corporation (the
"Company"), in connection with the registration with the
Securities and Exchange Commission under the Securities Act of
1933, of the Company's Outside Directors' Fee Plan (the "Plan").
In this connection, I have examined originals, or copies certified
or otherwise identified to my satisfaction of such documents, of
corporate and other records, certificates, and other papers as I
deemed it necessary to examine for the purpose of this opinion,
including the Registration Statement of the Company for the
registration of the Plan on Form S-8 under the Securities Act of
1933 (the "Registration Statement").
Based upon such examination, it is my opinion that the Plan has
been duly authorized and constitutes a binding obligation of the
Company, and the shares of common stock of the Company that will
be purchased by the Company from time to time pursuant to the Plan
have been legally issued, and are fully paid, and non-assessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent I do not thereby
admit that I am within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 as amended
or the rules and regulations thereunder.
Very truly yours,
/s/ Russell E. Painton
Russell E. Painton
Vice President and
General Counsel
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference of our report dated
January 27, 1997, except for Note N, as to which the date is
February 17, 1997, in the Registration Statement (Form S-8)
pertaining to the Outside Directors' Fee Plan, with respect to the
consolidated financial statements of Tracor, Inc. and subsidiaries
included in its Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Austin, Texas
June 27, 1997
