UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 28, 2009
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
(Exact Name of Registrants as Specified in Charter)
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011-14141
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13-3937434 |
DELAWARE
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333-46983
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13-3937436 |
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(State or other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
Incorporation) |
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600 THIRD AVENUE, NEW YORK, NEW YORK
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10016 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (212) 697-1111
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 28, 2009, the Board of Directors of L-3 Communications Holdings, Inc. (the Company)
approved amendments to, and restated, the Companys Amended and Restated Bylaws, which changes were
effective immediately upon approval. Article II of the Amended and Restated Bylaws was amended to
add an advance notice provision that applies to stockholders seeking to propose business or
nominate directors at a stockholders meeting, as more fully described below. Article VI of the
Amended and Restated Bylaws was amended to protect the rights of persons entitled to
indemnification after they leave the Company.
The advance notice Bylaw under Section 2.8 Notice of Stockholder Business and Nominations
(1) informs the Company of any stockholder business to be brought at a stockholders meeting an
adequate time in advance of the meeting; (2) provides an opportunity for all stockholders to be
fully informed of such matters in advance of the meeting; and (3) enables the Companys Board of
Directors to make informed recommendations or to present alternatives to the stockholders regarding
such matters.
This new provision requires, among other things, that any stockholder proposal (for director
nominations or other business) be made in writing to the Company during a particular time period in
advance of a stockholder meeting and that a proposal relating to the election of directors may only
be brought at either an annual stockholder meeting or a special meeting for the election of
directors. The new provision also requires that any stockholder proposal include certain
identifying information about the stockholder or group of stockholders proposing the business, such
as information about the stockholders or groups holdings in the Company, whether the stockholder
or group has entered into any arrangements with other stockholders in order to make such a proposal
and how the stockholder or group intends to propose such business. The advance notice provision
imposes a duty on the stockholder proposing such business to provide specific information about
such business in a proposal and to update or supplement such proposal or information to the extent
necessary to ensure that the information that has been provided to the Company is true and correct
as of the meeting record date. In addition, this new provision states that unless otherwise
required by law, if the stockholder or a qualified representative who has proposed a director
nomination or other business does not appear in person at the stockholder or special meeting where
such business is to be presented, the nomination or other business can be disregarded regardless of
how many proxies in support of such nomination or other business have been received by the Company.
The new indemnification Bylaw under Section 6.7 Indemnification and Insurance clarifies
the indemnification provision in the Companys Bylaws by providing that a persons right to
indemnification and advancement of expenses vests when that person becomes a director, officer,
employee or agent of the Company (or is acting at the request of the Company as a director,
officer, employee or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans) and that such right
continues even after the person ceases to be a director, officer, employee or agent of the Company.
Further, if the Bylaws are amended and such amendment affects a persons right to indemnification
or the advancement of expenses, the persons rights will not be altered unless the person expressly
consents to such amendment.
The Board of Directors also made certain technical and conforming amendments to the Amended
and Restated By-laws.
The foregoing summary of the amendments is qualified in its entirety by reference to the
Amended and Restated Bylaws which are attached hereto as Exhibit 3(ii).
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit |
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Title |
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3(ii)
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Amended and Restated Bylaws of L-3 Communications Holdings, Inc., effective as of April 28,
2009 (filed herewith). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
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By: |
/s/ Allen E. Danzig
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Name: |
Allen E. Danzig |
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Title: |
Vice President, Assistant General Counsel
and Assistant Secretary |
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Dated: April 29, 2009