AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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 13-3937434
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
600 THIRD AVENUE
NEW YORK, NEW YORK 10016
(Address, Including Zip Code, of Registrant's Principal Executive Office)
L-3 COMMUNICATIONS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the Plan)
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CHRISTOPHER C. CAMBRIA
L-3 COMMUNICATIONS HOLDINGS, INC.
600 THIRD AVENUE
NEW YORK, NEW YORK 10016
(212) 697-1111
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
VINCENT PAGANO, JR., ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
(212) 455-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT (a) OFFERING PRICE (a) FEE (a)
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Common Stock, $0.01 par value per share(b)(c)......... 1,500,000 $79.36 $119,040,000 $29,760
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(a) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), the proposed maximum offering price per share, the
proposed maximum aggregate offering price and the amount of registration
fee have been computed on the basis of the average high and low prices per
share of the Common Stock on the New York Stock Exchange on June 28, 2001.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
by L-3 Communications Holdings, Inc. (the "Company" or the "Registrant") are
hereby incorporated in this Registration Statement by reference:
(a) Annual report on Form 10-K for the year ended December 31, 2000;
(b) Quarterly report on Form 10-Q for the quarter ended March 31, 2001.
(c) Current reports on Form 8-K/A filed March 21, 2001 and April 3, 2001.
(d) Registration Statement filed pursuant to Rule 424(b)(1) under the
Securities Act, filed April 26, 2001 with respect to the registration
of Common Stock.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post- effective amendment
to this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
for, among other things:
(i) permissive indemnification for expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by designated persons, including directors and officers
of a corporation, in the event such persons are parties to litigation other
than stockholder derivative actions if certain conditions are met;
(ii) permissive indemnification for expenses (including attorneys'
fees) actually and reasonably incurred by designated persons, including
directors and officers of a corporation, in the event such persons are
parties to stockholder derivative actions if certain conditions are met;
(iii) mandatory indemnification for expenses (including attorneys'
fees) actually and reasonably incurred by designated persons, including
directors and officers of a corporation, in the event such persons are
successful on the merits or otherwise in defense of litigation covered by
(i) and (ii) above; and
(iv) that the indemnification provided for by Section 145 is not
deemed exclusive of any other rights which may be provided under any
by-law, agreement, stockholder or disinterested director vote, or
otherwise.
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In addition to the indemnification provisions of the DGCL described above,
the Registrant's Certificate of Incorporation (the "Certificate of
Incorporation") provides that the Registrant shall, to the fullest extent
permitted by the DGCL, (i) indemnify its officers and directors and (ii)
advance expenses incurred by such officers or directors in relation to any
action, suit or proceeding.
The Registrant's Bylaws (the "Bylaws") require the advancement of expenses
to an officer or director (without a determination as to his conduct) in
advance of the final disposition of a proceeding if such person furnishes a
written affirmation of his good faith belief that he has met the applicable
standard of conduct and furnishes a written undertaking to repay any advances
if it is ultimately determined that he is not entitled to indemnification. In
connection with proceedings by or in the right of the Registrant, the Bylaws
provide that indemnification shall include not only reasonable expenses, but
also judgments, fines, penalties and amounts paid in settlement. The Bylaws
provide that the Registrant may, subject to authorization on a case-by-case
basis, indemnify and advance expenses to employees or agents to the same extent
as a director or to a lesser extent (or greater, as permitted by law) as
determined by the Board of Directors.
The Bylaws purport to confer upon officers and directors contractual
rights to indemnification and advancement of expenses as provided therein.
The Certificate of Incorporation limits the personal liability of
directors to the Registrant or its stockholders for monetary damages for breach
of the fiduciary duty as a director, other than liability as a director (i) for
breach of duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (certain illegal
distributions) or (iv) for any transaction for which the director derived an
improper personal benefit.
The Registrant maintains officers' and directors' insurance covering
certain liabilities that may be incurred by officers and directors in the
performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
4.1 Amended and Restated Certificate of Incorporation of L-3
Communications Holdings, Inc. (incorporated by reference to Exhibit 3.1
to Registration Statement on Form S-1, File No. 333-46975).
4.2 By-Laws of L-3 Communications Holdings, Inc. (incorporated by
reference to Exhibit 3.2 to Registration Statement on Form S-1, File
No. 333-46975).
5.1 Opinion of Simpson Thacher & Bartlett regarding the legality of the
newly issued stock being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2 Consent of Simpson Thacher & Bartlett (included in their opinion filed
as Exhibit 5.1 hereto).
24 Power of Attorney (included in Part II of this Registration
Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) 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 of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent a no more than 20
percent change in the maximum offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information set forth in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) 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.
(3) 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and each filing of each
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or 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 against the Registrant 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 policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, L-3 Communications
Holdings, Inc. 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 New York, State of New York, on the 29th day of
June 2001.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Christopher C. Cambria
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Name: Christopher C. Cambria
Title: Senior Vice President-General Counsel
and Secretary
POWER OF ATTORNEY
The undersigned Directors of L-3 Communications Holdings, Inc., a Delaware
corporation, which proposes to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act, a
Registration Statement on Form S-8 with respect to certain shares of its common
stock to be issued to employees pursuant to the L-3 Communications Corporation
Employee Stock Purchase Plan, hereby constitutes and appoints Christopher C.
Cambria as his or her attorney, with full power of substitution and
resubstitution, for and in his or her name, place and stead, to sign and file
the proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, with full power and authority to do and perform any and all acts
and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such
substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand at
New York, New York this 29th day of June, 2001.
SIGNATURE TITLE
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* Chairman, Chief Executive Officer and Director
------------------------------------- (Principal Executive Officer)
Frank C. Lanza
* President, Chief Financial Officer (Principal
------------------------------------- Financial Officer) and Director
Robert V. LaPenta
/s/ Christopher C. Cambria Senior Vice President -- General Counsel and
------------------------------------- Secretary
Christopher C. Cambria
* Senior Vice President -- Finance and Controller
------------------------------------- (Principal Accounting Officer)
Michael T. Strianese
* Director
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David J. Brand
* Director
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Thomas A. Corcoran
* Director
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Alberto M. Finali
* Director
-------------------------------------
Robert B. Millard
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SIGNATURE TITLE
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* Director
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John E. Montague
* Director
-------------------------------------
John M. Shalikashvili
* Director
-------------------------------------
Arthur L. Simon
* Director
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Alan H. Washkowitz
*By Christopher C. Cambria as attorney-in-fact.
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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4.1 Amended and Restated Certificate of Incorporation of L-3 Communications Holdings,
Inc. (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1,
File No. 333-46975).
4.2 By-Laws of L-3 Communications Holdings, Inc. (incorporated by reference to
Exhibit 3.2 to Registration Statement on Form S-1, File No. 333-46975).
5.1 Opinion of Simpson Thacher & Bartlett regarding the legality of the newly issued stock
being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Simpson Thacher & Bartlett (included in their opinion filed as Exhibit 5.1
hereto).
24 Power of Attorney (included in Part II of this Registration Statement).