AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 2001
REGISTRATION NO. 333-58402
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
L-3 COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
3812, 3663, 3679
(Primary Standard Industrial Classification Code Number)
13-3937434
(I.R.S. Employer
Identification No.)
600 THIRD AVENUE
NEW YORK, NEW YORK 10016
(212) 697-1111
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
CHRISTOPHER C. CAMBRIA, ESQ.
L-3 COMMUNICATIONS HOLDINGS, INC.
600 THIRD AVENUE
NEW YORK, NEW YORK 10016
(212) 697-1111
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------
Copies to:
VINCENT PAGANO, JR., ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
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. [X]
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 number for the same offering. [ ]____________
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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 2001
PROSPECTUS
297,229 SHARES
[L-3 COMMUNICATIONS LOGO]
L-3 COMMUNICATIONS HOLDINGS, INC.
COMMON STOCK
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All of the common stock offered hereby may be sold from time to time by and for
the account of the selling stockholders named in this prospectus.
The methods of sale of our common stock offered in this prospectus are described
under the heading "Plan of Distribution." We will receive none of the proceeds
from such sales. We will pay all expenses incurred in connection with the
offering described in this prospectus except for the underwriting and brokerage
expenses, fees, discounts and commissions, which will all be paid by the selling
stockholders.
INVESTING IN THE SHARES INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
Our common stock is listed on the New York Stock Exchange under the symbol
"LLL". On September 6, 2001, the last reported sale price of the shares was
$62.48 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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September 7, 2001.
TABLE OF CONTENTS
Forward-Looking Statements ........... i Selling Stockholders ................. 13
Available Information ................ ii Description of Capital Stock ......... 14
Incorporation by Reference ........... iii Plan of Distribution ................. 17
Prospectus Summary ................... 1 Legal Matters ........................ 17
Risk Factors ......................... 5 Experts .............................. 17
Use of Proceeds ...................... 12
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FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this prospectus contain some forward-looking
statements. Certain of the matters discussed concerning our operations, cash
flows, financial position, economic performance and financial condition,
including, in particular, the likelihood of our success in developing and
expanding our business and the realization of sales from backlog include
forward-looking statements within the meaning of section 27A of the Securities
Act of 1933, referred to herein as the Securities Act, and Section 21E of the
Exchange Act.
Statements that are predictive in nature, that depend upon or refer to
future events or conditions or that include words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates" and similar
expressions are forward-looking statements. Although we believe that these
statements are based upon reasonable assumptions, including projections of
orders, sales, operating margins, earnings, cash flow, research and development
costs, working capital, capital expenditures and other projections, they are
subject to several risks and uncertainties, and therefore, we can give no
assurance that these statements will be achieved.
Our forward-looking statements will also be influenced by factors such as:
o our dependence on the defense industry and the business risks peculiar
to that industry, including changing priorities or reductions in the
U.S. Government defense budget;
o our reliance on contracts with a limited number of agencies of, or
contractors to, the U.S. Government and the possibility of termination
of government contracts by unilateral government action or for failure
to perform;
o our ability to obtain future government contracts on a timely basis;
o the availability of government funding and changes in customer
requirements for our products and services;
o our significant amount of debt and the restrictions contained in our
debt agreements;
o collective bargaining agreements and labor disputes;
o economic conditions, competitive environment, international business
and political conditions, timing of international awards and contracts;
o our extensive use of fixed price contracts as compared to cost plus
contracts;
o our ability to identify future acquisition candidates or to integrate
acquired operations;
o the rapid change of technology in the communications equipment
industry;
o the high level of competition in the communications equipment industry;
o our introduction of new products into commercial markets or our
investments in commercial products or companies; and
o pension, environmental or legal matters or proceedings and various
other market, competition and industry factors, many of which are
beyond our control.
Investors are cautioned that our forward-looking statements are not
guarantees of future performance and the actual results or developments may
differ materially from the expectations expressed in the forward-looking
statements.
As for the forward-looking statements that relate to future financial
results and other projections, actual results will be different due to the
inherent uncertainty of estimates, forecasts and projections
i
and may be better or worse than projected. Given these uncertainties, you
should not place any reliance on these forward-looking statements. These
forward-looking statements also represent our estimates and assumptions only as
of the date that they were made. We expressly disclaim a duty to provide
updates to these forward-looking statements, and the estimates and assumptions
associated with them, after the date of this filing to reflect events or
changes in circumstances or changes in expectations or the occurrence of
anticipated events.
We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.
You are advised, however, to consult any additional disclosures we make in our
Form 10-K, Form 10-Q and Form 8-K reports to the SEC. Also note that we provide
a cautionary discussion of risk and uncertainties under the caption "Risk
Factors" in this prospectus. These are factors that we think could cause our
actual results to differ materially from expected results. Other factors besides
those listed here could also adversely affect us. This discussion is provided as
permitted by the Private Securities Litigation Reform Act of 1995.
AVAILABLE INFORMATION
We have filed with the SEC on Form S-1 under the Securities Act a
Registration Statement, referred to herein, together with all amendments,
exhibits, schedules and supplements thereto, as the Registration Statement, with
respect to the shares of common stock offered by this prospectus. This
prospectus, which is a part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement. For further
information about us and our common stock, you should refer to the Registration
Statement. This prospectus summarizes material provisions of contracts and other
documents to which we refer you. Since this prospectus may not contain all of
the information that you may find important, you should review the full text of
these documents. We have included copies of these documents as exhibits to our
Registration Statement.
We are subject to the informational requirements of the Securities Exchange
Act of 1934, referred to herein as the Exchange Act, and, in accordance
therewith, file reports and other information with the Securities and Exchange
Commission, referred to herein as the SEC. Such reports and other information
can be inspected and copied at the Public Reference Section of the SEC located
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and
at regional public reference facilities maintained by the SEC located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the SEC at
prescribed rates. Such material may also be accessed electronically by means of
the SEC's home page on the Internet (http://www.sec.gov).
Our common stock is quoted on the New York Stock Exchange under the symbol
"LLL." You may inspect reports and other information concerning us at the
offices of the New York Stock Exchange at 11 Wall Street, New York, New York
10005.
ii
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information contained
in documents that we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus.
Information in this prospectus supersedes information incorporated by reference
that we filed with the SEC prior to the date of this prospectus, while
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001 and June 30, 2001;
o Our Current Reports on Form 8-K/A dated March 21, 2001 and April 3,
2001; and
o Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000, including all material incorporated by reference therein.
YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOLD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THOSE DOCUMENTS.
iii
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this
prospectus and does not contain all of the information you need to consider in
making your investment decision. You should read this entire prospectus
carefully.
For convenience in this prospectus, "L-3 Holdings" refers to L-3
Communications Holdings, Inc. and "L-3 Communications" refers to L-3
Communications Corporation, a wholly-owned operating subsidiary of L-3
Holdings. "L-3," "we," "us" and "our" refer to L-3 Holdings and its
subsidiaries, including L-3 Communications, except where the content otherwise
requires. "Predecessor company" refers to the ten initial business units we
purchased from Lockheed Martin Corporation in 1997.
L-3
We are a leading merchant supplier of sophisticated secure communication
systems and specialized communication products. We produce secure, high data
rate communication systems, training and simulation systems, avionics and ocean
products, telemetry, instrumentation and space products and microwave
components. These systems and products are critical elements of virtually all
major communication, command and control, intelligence gathering and space
systems. Our systems and specialized products are used to connect a variety of
airborne, space, ground and sea-based communication systems and are used in the
transmission, processing, recording, monitoring and dissemination functions of
these communication systems. Our customers include the U.S. Department of
Defense, which is commonly referred to as the DoD, certain U.S. Government
intelligence agencies, major aerospace and defense contractors, foreign
governments, commercial customers and certain other U.S. agencies. For the year
ended December 31, 2000, direct and indirect sales to the DoD provided 62.7% of
our sales, and sales to commercial customers, foreign governments and U.S.
Government agencies other than the DoD provided 37.3% of our sales. Our
business areas employ proprietary technologies and capabilities and have
leading positions in their respective primary markets. For the year ended
December 31, 2000, we had sales of $1,910.1 million and operating income of
$222.7 million. We have two reportable segments: Secure Communication Systems
and Specialized Communication Products.
SECURE COMMUNICATION SYSTEMS
We are an established leader in the development and production of secure,
high data rate communications for military and other U.S. Government
reconnaissance and surveillance applications and we believe that we have
developed virtually every high bandwidth data link that is currently used by
the DoD for surveillance and reconnaissance. Our major secure communication
programs and systems include:
o secure data links for airborne, satellite, ground and sea-based remote
platforms for real-time information collection and dissemination to
users;
o strategic and tactical signal intelligence systems that detect,
collect, identify, analyze and disseminate information;
o secure telephone and network equipment and encryption management;
o communication software support services; and
o communication systems for surface and undersea vessels and manned space
flights.
Our Secure Communication Systems segment includes our training and
simulation business. We design, develop and manufacture advanced simulation
products, with high-fidelity representations of cockpits and operator stations
for aircraft and vehicle system simulation. We also provide a full range of
teaching, training and logistic services and training device support services
to domestic and international military customers and ballistic targets for the
DoD.
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Our Secure Communication Systems segment provided $847.1 million or 44.3%
of our total sales for the year ended December 31, 2000.
SPECIALIZED COMMUNICATION PRODUCTS
We are a leading merchant supplier of products to military and commercial
customers. We focus on niche markets in which we believe we can achieve a
market leadership position. This reportable segment includes three product
categories:
o avionics and ocean products including our aviation recorders, airborne
collision avoidance products, displays, antennas, acoustic undersea
warfare products and naval power distribution, conditioning, switching
and protection equipment;
o telemetry, instrumentation and space products including our commercial
off-the-shelf, real-time data collection and transmission products and
components for missile, aircraft and space-based electronic systems;
and
o microwave components including our commercial off-the-shelf,
high-performance microwave components and frequency monitoring
equipment.
Our Specialized Communication Products segment provided $1,063.0 million
or 55.7% of our total sales for the year ended December 31, 2000.
DEVELOPING COMMERCIAL OPPORTUNITIES
An integral part of our growth strategy is to identify and exploit
commercial applications for select products and technologies that we currently
sell to defense customers. We have currently identified two vertical markets
within our Secure Communication Systems and Specialized Communication Products
segments where we believe there are significant opportunities to expand our
existing commercial sales: transportation products and broadband wireless
communications products. We believe that these vertical markets, together with
our existing commercial products, provide us with the opportunity for
substantial commercial growth in future years.
Within the transportation market, we have developed and are offering an
explosive detection system for checked baggage at airports, cruise ship voyage
recorders, power propulsion systems and power switches and displays for rail
transportation and internet service providers. We are developing additional
products, including an enhanced airborne collision avoidance product that
incorporates ground proximity warning.
Within the communications product market, we are offering local wireless
access equipment for voice DSL (Digital Subscriber Line) and internet access,
transceivers for LMDS (Local Multipoint Distribution Service) and a broad range
of commercial components and digital test equipment for broadband
communications providers.
We have developed the majority of our commercial products employing
technology funded by and used in our defense businesses, thereby minimizing any
required incremental development expenses. Sales generated from our developing
commercial opportunities have not yet been material to us.
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BUSINESS STRATEGY
We intend to grow our sales, enhance our profitability and build on our
position as a leading merchant supplier of communication systems and products
to the major contractors in the aerospace and defense industry as well as the
U.S. Government. We intend to leverage our expertise and products into new
commercial business areas where we can adapt our existing products and
technologies. Our strategy to achieve our objectives includes:
o EXPAND MERCHANT SUPPLIER RELATIONSHIPS. As an independent merchant
supplier, we intend to identify opportunities where we will be able to use our
strong relationships to increase our business presence, allow customers to
reduce their costs and to be the desired merchant supplier to multiple bidders
on prime contract bids;
o SUPPORT CUSTOMER REQUIREMENTS. We intend to continue to align our
research and development, manufacturing and new business efforts to complement
our customers' requirements and provide state-of-the-art products;
o ENHANCE OPERATING MARGINS. We intend to continue to enhance our operating
performance by reducing overhead expenses, continuing consolidation and
increasing productivity;
o LEVERAGE TECHNICAL AND MARKET LEADERSHIP POSITIONS. We are applying our
market-leading technical expertise and capabilities to several closely aligned
commercial business areas and applications and will continue to explore other
similar commercial opportunities;
o MAINTAIN DIVERSIFIED BUSINESS MIX. We have a diverse business mix which
limits our exposure to the risks of particular programs, a balance of cost plus
and fixed price contracts, a significant sole-source follow-on business and an
attractive customer profile; and
o CAPITALIZE ON STRATEGIC ACQUISITION OPPORTUNITIES. We intend to enhance
our existing product base through internal research and development efforts and
selective acquisitions, and we seek to add new products to our product base
through acquisitions in areas synergistic with our present technologies. As of
December 31, 2000, we have acquired ten businesses for an aggregate purchase
price of $590.2 million, subject to adjustments.
We are incorporated in Delaware, and the address of our principal executive
offices is 600 Third Avenue, New York, New York 10016. Our telephone number is
(212) 697-1111. Our internet address is (http://www.L-3com.com). L-3com.com is
an interactive textual reference only, meaning that the information contained on
the website is not part of this prospectus and is not incorporated in this
prospectus by reference.
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THE OFFERING
Common stock offered by the selling stockholders .... 297,229 shares
Common stock to be outstanding after this offering .. 34,272,921 shares
The number of shares of common stock to be outstanding after this
offering:
o excludes an aggregate of 3,756,644 shares of common stock reserved for
issuance under our stock option plans for key employees and
non-employee directors of L-3;
o excludes 3,680,982 shares of common stock issuable upon conversion of
our outstanding 5.25% Convertible Senior Subordinated Notes due 2009;
Use of proceeds from this offering ......... We will receive none of the
proceeds from this offering.
NYSE symbol for our common stock ........... Our common stock is traded on the
New York Stock Exchange under the
symbol "LLL."
Risk Factors ............................... You should carefully read and
consider the information set forth
in "Risk Factors" and all other
information set forth in this
prospectus before investing in our
common stock.
4
RISK FACTORS
Investing in our common stock involves risk. You should carefully consider
the information in this prospectus before deciding to invest in our common
stock. Any of these risks could materially adversely affect our business,
financial condition, results of operations and cash flow which could in turn
materially adversely affect the price of the common stock.
RISKS RELATED TO L-3
OUR SIGNIFICANT LEVEL OF DEBT MAY ADVERSELY AFFECT OUR FINANCIAL AND OPERATING
ACTIVITY.
We have incurred substantial indebtedness to finance our acquisitions. As
of December 31, 2000, we had $1,095.0 million of indebtedness outstanding
(excluding outstanding letters of credit). Our ratio of net debt to EBITDA at
December 31, 2000 was 3.6x. In the future we may borrow more money, subject to
limitations imposed on us by our debt agreements.
Based on our current level of operations and anticipated improvements to
our operations, we believe that our cash flow from operations and amounts we
are able to borrow under our senior credit facilities will be adequate to meet
our anticipated requirements for working capital, capital expenditures,
research and development expenditures, program and other discretionary
investments, interest payments and scheduled principal payments for the
foreseeable future, at least for the next three years. Our ability to make
scheduled payments of principal and interest on our indebtedness and to
refinance our indebtedness depends on our future performance. We do not have
complete control over our future performance because it is subject to economic,
political, financial, competitive, regulatory and other factors affecting the
aerospace and defense industry. It is possible that in the future our business
may not generate sufficient cash flow from operations to allow us to service
our debt and make necessary capital expenditures. If this situation occurs, we
may have to sell assets, restructure debt or obtain additional equity capital.
We cannot be sure that we would be able to do so or do so without additional
expense.
Our level of indebtedness has important consequences to you and your
investment in our common stock. These consequences may include:
o requiring a substantial portion of our cash flow from operations to be
used to pay interest and principal on our debt and therefore be
unavailable for other purposes including capital expenditures, research
and development and other investments;
o limiting our ability to obtain additional financing for acquisitions or
working capital to make investments or other expenditures, which may
limit our ability to carry out our acquisition strategy;
o higher interest expenses due to increases in interest rates on our
borrowings that have variable interest rates;
o heightening our vulnerability to downturns in our business or in the
general economy and restricting us from making acquisitions,
introducing new technologies and products or exploiting business
opportunities; and
o covenants that limit our ability to borrow additional funds, dispose of
assets or pay cash dividends. Failure to comply with such covenants
could result in an event of default which, if not cured or waived,
could have a material adverse effect on our financial position and
results of operations due to financial and restrictive covenants.
OUR ACQUISITION STRATEGY INVOLVES RISKS, AND WE MAY NOT SUCCESSFULLY IMPLEMENT
OUR STRATEGY.
We seek to acquire companies that complement our business. We cannot
assure you, however, that we will be able to identify acquisition candidates on
commercially reasonable terms or at all. If we make additional acquisitions, we
also cannot be sure that any benefits anticipated from the
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acquisitions will actually be realized. Likewise, we cannot be sure that we
will be able to obtain additional financing for acquisitions. Such additional
financing could be restricted by the terms of our debt agreements.
The process of integrating acquired operations, including our recent
acquisitions, into our existing operations may result in unforeseen operating
difficulties and may require significant financial and managerial resources
that would otherwise be available for the ongoing development or expansion of
our existing operations. Possible future acquisitions could result in the
incurrence of additional debt and related interest expense, contingent
liabilities and amortization expenses related to goodwill and other intangible
assets, all of which could have a materially adverse effect on our financial
condition, operating results and cash flow. We consider and execute strategic
acquisitions on an ongoing basis and may be evaluating acquisitions or engaged
in acquisition negotiations at any given time. We regularly evaluate potential
acquisitions and joint venture transactions, but we have not entered into any
agreements with respect to any material transactions at this time.
WE RELY ON SALES TO U.S. GOVERNMENT ENTITIES, AND THE LOSS OF SUCH CONTRACTS
WOULD HAVE A MATERIAL IMPACT ON OUR OPERATING RESULTS.
Our government sales are predominantly derived from contracts with
agencies of, and prime contractors to, the U.S. Government. Approximately
67.9%, or $1,296.1 million, of our sales for the year ended December 31, 2000,
were made directly or indirectly to agencies of the U.S. Government, including
the DoD. At December 31, 2000, the number of contracts with a value exceeding
$1.0 million was approximately 600. Our largest program is a long-term,
cost-plus contract for the U.S. Air Force aerial reconnaissance program that
provided 3.8% of our sales for the same period. No other program provided more
than 2.3% of our sales for the year ended December 31, 2000. The loss of all or
a substantial portion of our sales to the U.S. Government would have a material
adverse effect on our results of operations, income and cash flow.
OUR GOVERNMENT CONTRACTS ENTAIL CERTAIN RISKS.
o Government contracts are dependent upon the U.S. defense budget.
The reduction in the U.S. defense budget in the early 1990s caused most
defense-related government contractors to experience decreased sales, increased
downward pressure on operating margins and, in certain cases, net losses. Our
predecessor company experienced a substantial decline in sales during that
period. A significant decline in U.S. military expenditures in the future could
materially adversely affect our sales, earnings and cash flow. The loss or
significant reduction in government funding of a large program in which we
participate could also materially adversely affect our future sales, earnings
and cash flows and thus our ability to meet our financial obligations. U.S.
Government contracts are also conditioned upon the continuing approval by
Congress of the amount of necessary spending. Congress usually appropriates
funds for a given program each fiscal year even though contract periods of
performance may exceed one year. Consequently, at the beginning of a major
program, the contract is usually partially funded, and additional monies are
normally committed to the contract only if appropriations are made by Congress
for future fiscal years.
o Government contracts contain unfavorable termination provisions and
are subject to audit and modification.
Companies engaged primarily in supplying defense-related equipment and
services to U.S. Government agencies are subject to certain business risks
peculiar to the defense industry. These risks include the ability of the U.S.
Government to unilaterally:
o suspend us from receiving new contracts pending resolution of alleged
violations of procurement laws or regulations;
o terminate existing contracts;
o reduce the value of existing contracts;
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o audit our contract-related costs and fees, including allocated indirect
costs; and
o control and potentially prohibit the export of our products.
All of our U.S. Government contracts can be terminated by the U.S.
Government either for its convenience or if we default by failing to perform
under the contract. Termination for convenience provisions provide only for our
recovery of costs incurred or committed, settlement expenses and profit on the
work completed prior to termination. Termination for default provisions provide
for the contractor to be liable for excess costs incurred by the U.S.
Government in procuring undelivered items from another source. Our contracts
with foreign governments generally contain similar provisions relating to
termination at the convenience of the customer.
The U.S. Government may review our costs and performance on their
contracts, as well as our accounting and general business practices. Based on
the results of such audits, the U.S. Government may adjust our contract-related
costs and fees, including allocated indirect costs. In addition, under U.S.
Government purchasing regulations, some of our costs, including most financing
costs, amortization of goodwill, portions of research and development costs,
and certain marketing expenses may not be reimbursable under U.S. Government
contracts. Further, as a U.S. Government contractor, we are subject to
investigation, legal action and/or liability that would not apply to a
commercial company.
o Government contracts are subject to competitive bidding and we are
required to obtain licenses for non-U.S. sales.
We obtain many of our U.S. Government contracts through a competitive
bidding process. We cannot assure you that we will continue to win
competitively awarded contracts or that awarded contracts will generate sales
sufficient to result in our profitability. We are also subject to risks
associated with the following:
o the frequent need to bid on programs in advance of the completion of
their design (which may result in unforeseen technological difficulties
and/or cost overruns);
o the substantial time and effort including the relatively unproductive
design and development required to prepare bids and proposals for
competitively awarded contracts which may not be awarded to us;
o design complexity and rapid technological obsolescence; and
o the constant need for design improvement.
In addition to these U.S. Government contract risks, we are required to
obtain licenses from U.S. Government agencies to export many of our products
and systems. Additionally, we are not permitted to export some of our products.
We cannot be sure of our ability to gain any licenses required to export our
products, and failure to receive required licenses would eliminate our ability
to sell our products outside the United States.
OUR FIXED PRICE AND COST PLUS CONTRACTS MAY COMMIT US TO UNFAVORABLE TERMS.
We provide our products and services primarily through fixed price or cost
plus contracts. Fixed price contracts provided 71.4% of our sales for the year
ended December 31, 2000. In a fixed price contract, the price is not subject to
adjustment based on cost incurred to perform the required work under the
contract. Therefore, we fully absorb cost overruns on fixed price contracts and
this reduces our profit margin on the contract. Those cost overruns may result
in a loss. A further risk associated with fixed price contracts is the
difficulty of estimating sales and costs that are related to performance in
accordance with contract specifications and the possibility of obsolescence in
connection with long-term procurements. Failure to anticipate technical
problems, estimate costs accurately or control costs during performance of a
fixed price contract may reduce our profitability or cause a loss.
Cost plus contracts provided 28.6% of our sales for the year ended
December 31, 2000. In a cost plus contract, we are reimbursed for allowable
incurred costs plus a fee, which may be fixed or
7
variable depending on the contract arrangement. The price on a cost plus
contract is based on allowable cost incurred, but generally is subject to
contract funding limitations. U.S. Government regulations require that we
notify our customer of any cost overruns or underruns on a cost plus contract.
If we incur costs in excess of the funding limitation specified in the
contract, we may not be able to recover those cost overruns.
We record sales and profits on substantially all of our contracts using
percentage-of-completion methods of accounting. As a result, revisions made to
our estimates of sales and profits are recorded in the period in which the
conditions that require such revisions become known and can be estimated.
Although we believe that adequate provisions for losses for our fixed price
contracts are recorded in our financial statements, as required under U.S.
generally accepted accounting principles, we cannot assure you that our
contract loss provisions, which are based on estimates, will be adequate to
cover all actual future losses.
OUR OPERATIONS INVOLVE RAPIDLY EVOLVING PRODUCTS AND TECHNOLOGICAL CHANGE.
The rapid change of technology is a key feature of the communication
equipment industry as a whole, and for defense applications in particular. To
succeed in the future, we will need to continue to design, develop,
manufacture, assemble, test, market and support new products and enhancements
on a timely and cost-effective basis. Historically, our technology has been
developed through customer-funded research and development as well as from
internally funded research and development. We cannot guarantee that we will
continue to maintain comparable levels of research and development. In the past
we have allocated substantial funds to capital expenditures, programs and other
investments. This practice will continue to be required in the future. Even so,
we cannot assure you that we will successfully identify new opportunities and
continue to have the needed financial resources to develop new products in a
timely or cost-effective manner. At the same time, products and technologies
developed by others may render our products and systems obsolete or
non-competitive.
WE MAY NOT SUCCESSFULLY IMPLEMENT OUR PLAN TO EXPAND INTO COMMERCIAL MARKETS.
Our revenues have primarily come from business with the DoD and other U.S.
Government agencies. In addition to continuing to pursue these market areas, we
will continue applying our technical capabilities and expertise to related
commercial markets. Some of our commercial products, such as local wireless
loop telecommunications equipment, airport security equipment and voyage
recorders, have only recently been introduced. As such, these new products are
subject to certain risks and may require us to:
o develop and maintain marketing, sales and customer support
capabilities;
o secure sales and customer support capabilities;
o obtain customer and/or regulatory certification;
o respond to rapid technological advances; and
o obtain customer acceptance of these products and product performance.
Our efforts to expand our presence in commercial markets may require
significant resources, including additional working capital and capital
expenditures, as well as the use of our management's time. Our efforts to sell
certain commercial products, particularly our broadband wireless communications
products, may also depend to a significant degree on the efforts of independent
distributors or communication service providers. In addition, we have made
equity investments in entities that plan to commence operations as
communications service providers using some of our commercial products. We can
give no assurance that these distributors or service providers will be able to
market our products or their services successfully or that we will be able to
realize a return on our investment in them. We cannot assure you that we will
be successful in addressing these risks or in developing these commercial
business opportunities.
8
CONSOLIDATION AND INTENSE COMPETITION IN OUR INDUSTRY COULD LIMIT OUR ABILITY
TO ATTRACT AND RETAIN CUSTOMERS.
The communications equipment industry as a whole, and the market for
defense applications in particular, is highly competitive. The defense industry
has experienced substantial consolidation due to declining defense budgets and
increasing pressures for cost reductions. We expect that the DoD's increased
use of commercial off-the-shelf products and components in military equipment
will continue to encourage new competitors to enter the market. We also expect
that competition for original equipment manufacturing business will increase
due to the continued emergence of merchant suppliers. Our ability to compete
for defense contracts largely depends on the following factors:
o the effectiveness and innovations of our research and development
programs;
o our ability to offer better performance than our competitors at a lower
cost to the U.S. Government; and
o the readiness of our facilities, equipment and personnel to undertake
the programs for which we compete.
In some instances, the U.S. Government directs all work for a particular
project to a single supplier, commonly known as a sole-source project. In such
cases, other suppliers who may otherwise be able to compete for the programs
involved can only do so if the U.S. Government chooses to reopen the particular
program to competition. Additionally, many of our competitors are larger than
us and have substantially greater financial and other resources than we have.
OUR DEBT AGREEMENTS RESTRICT OUR ABILITY TO FINANCE OUR FUTURE OPERATIONS AND,
IF WE ARE UNABLE TO MEET OUR FINANCIAL RATIOS, COULD CAUSE OUR EXISTING DEBT TO
BE ACCELERATED.
Our debt agreements contain a number of significant provisions that, among
other things, restrict our ability to:
o sell assets;
o incur more indebtedness;
o repay certain indebtedness;
o pay dividends;
o make certain investments or acquisitions;
o repurchase or redeem capital stock;
o engage in mergers or consolidations; and
o engage in certain transactions with subsidiaries and affiliates.
These restrictions could hurt our ability to finance our future operations
or capital needs or engage in other business activities that may be in our
interest. In addition, some of our debt agreements also require us to maintain
compliance with certain financial ratios, including total consolidated earnings
before interest, taxes, depreciation and amortization to total consolidated
cash interest expense and net debt to total consolidated earnings before
interest, taxes, depreciation and amortization, and to limit our capital
expenditures. Our ability to comply with these ratios and limits may be
affected by events beyond our control. A breach of any of these agreements or
our inability to comply with the required financial ratios or limits could
result in a default under those debt agreements. In the event of any such
default, the lenders under those debt agreements could elect to:
o declare all outstanding debt, accrued interest and fees to be due and
immediately payable;
o require us to apply all of our available cash to repay our outstanding
senior debt; and
o prevent us from making debt service payments on our other debt.
9
If we were unable to repay any of these borrowings when due, the lenders
under our senior credit facilities could proceed against their collateral,
which consists of a first priority security interest in the capital stock of
our material subsidiaries, including L-3 Communications. If the indebtedness
under the existing debt agreements were to be accelerated, we cannot assure you
that our assets would be sufficient to repay such indebtedness in full.
IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY MANAGEMENT AND PERSONNEL, WE MAY
BECOME UNABLE TO OPERATE OUR BUSINESS EFFECTIVELY.
Our future success depends to a significant degree upon the continued
contributions of our management, including Messrs. Lanza and LaPenta, and our
ability to attract and retain other highly qualified management and technical
personnel. We do not maintain any key person life insurance policies for
members of our management. As of March 12, 2001, Messrs. Lanza and LaPenta
owned, in the aggregate, 14.3% of our common stock. We have entered into
employment agreements with Messrs. Lanza and LaPenta. We face competition for
management and technical personnel from other companies and organizations.
Failure to attract and retain such personnel would damage our prospects.
ENVIRONMENTAL LAWS AND REGULATION MAY SUBJECT US TO SIGNIFICANT LIABILITY.
Our operations are subject to various U.S. federal, state and local as
well as certain foreign environmental laws and regulations within the countries
in which we operate relating to the discharge, storage, treatment, handling,
disposal and remediation of certain materials, substances and wastes used in
our operations.
New laws and regulations, stricter enforcement of existing laws and
regulations, the discovery of previously unknown contamination or the
imposition of new clean-up requirements may require us to incur costs in the
future that could have a negative effect on our financial condition, results of
operations or cash flow.
TERMINATION OF OUR BACKLOG OF ORDERS COULD NEGATIVELY IMPACT OUR SALES.
We currently have a backlog of orders, primarily under contracts with the
U.S. Government. The U.S. Government may unilaterally modify or terminate these
contracts. Accordingly, most of our backlog could be modified or terminated by
the U.S. Government. We cannot assure you that our existing backlog will result
in sales. Further, we cannot be sure that the margin we record on sales from
any contract included in backlog will be profitable.
OUR PENSION PLAN LIABILITIES MAY RESULT IN SIGNIFICANT EXPENSES.
We have assumed certain liabilities relating to defined benefit pension
plans for present and former employees and retirees of certain businesses which
we acquired. Prior to our formation, Lockheed Martin received a letter from the
Pension Benefit Guaranty Corporation (the "PBGC"), which requested information
regarding the transfer of these pension plans and indicated that the PBGC
believed certain of these pension plans were underfunded using its actuarial
assumptions. These assumptions resulted in a larger liability for accrued
benefits than the assumptions used for financial reporting under Statement of
Financial Accounting Standards No. 87.
With respect to these plans, Lockheed Martin entered into an agreement
with us and the PBGC dated as of April 30, 1997. Under that agreement, Lockheed
Martin agreed, upon the occurrence of certain circumstances, either to:
o assume sponsorship of the subject plans; or
o provide another form of financial support.
If Lockheed Martin did assume sponsorship of these plans, it would be
primarily liable for the costs associated with funding these plans or any costs
associated with the termination of them, but we
10
would be required to reimburse Lockheed Martin for its obligations. To date,
the impact on our pension expense and funding requirements resulting from this
arrangement has not been material to our results of operations, financial
position or cash flow. However, should Lockheed Martin assume sponsorship of
the subject plans, or if these plans were terminated, the impact of any
increased pension expenses or funding requirements could be material to us.
RISKS RELATED TO OUR COMMON STOCK
FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD LOWER THE STOCK
PRICE.
We may, in the future, sell additional shares of common stock in
subsequent public offerings. We may also issue additional shares of common
stock to finance future acquisitions, including acquisitions larger than those
we have done in the past through the use of equity. Additionally, a substantial
number of shares of our common stock is available for future sale pursuant to
stock options, registration rights agreements and upon conversion of our
convertible notes due 2009. We cannot predict the size of future issuances of
our common stock or the effect, if any, that future sales and issuances of
shares of our common stock will have on the market price of our common stock.
Sales of substantial amounts of common stock (including shares issued upon the
exercise of stock options, acquisition financing or the conversion of our
outstanding convertible notes), or the perception that such sales could occur,
may adversely affect prevailing market prices for our common stock.
THE PRICE OF OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY.
A number of factors could cause the market price of our common stock to
fluctuate significantly, including:
o our quarterly operating results or those of other aerospace and defense
companies;
o the public's reaction to our press releases, announcements and our
filings with the SEC;
o changes in earnings estimates or recommendations by research analysts;
o changes in general conditions in the U.S. economy, financial markets or
defense industry;
o natural disasters; and
o other developments affecting us or our competitors.
In recent years, the stock market has experienced extreme price and volume
fluctuations. This volatility has had a significant effect on the market price
of securities issued by many companies for reasons unrelated to the operating
performance of these companies. See "Price Range of Common Stock."
DELAWARE LAW AND OUR CHARTER DOCUMENTS MAY IMPEDE OR DISCOURAGE A TAKEOVER,
WHICH COULD CAUSE THE MARKET PRICE OF OUR SHARES TO DECLINE.
We are a Delaware corporation and the anti-takeover provisions of Delaware
law impose various impediments to the ability of a third party to acquire
control of us, even if a change in control would be beneficial to our existing
stockholders. In addition, our board of directors has the power, without
stockholders' approval, to designate the terms of one or more series of
preferred stock and issue shares of preferred stock, which could be used
defensively if a takeover is threatened. Our certificate of incorporation and
by-laws provide for a classified board of directors serving staggered
three-year terms, restrictions on who may call a special meeting of
stockholders and a prohibition on stockholder action by written consent. All
options issued under our stock option plans automatically vest upon a change in
control of L-3 Holdings. Our incorporation under Delaware law, the ability of
our board of directors to create and issue a new series of preferred stock, the
acceleration of the vesting of the outstanding stock options that we have
granted upon a change in control of L-3 Holdings, and certain provisions of L-3
Holdings' certificate of incorporation and by-laws could impede a merger,
takeover
11
or other business combination involving L-3 Holdings or discourage a potential
acquiror from making a tender offer for the common stock of L-3 Holdings,
which, under certain circumstances, could reduce the market value of our common
stock.
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS, WHICH MAY NOT BE CORRECT.
Certain of the matters discussed concerning our operations, economic
performance and financial condition, including in particular, the likelihood of
our success in developing and expanding our business and the realization of
sales from backlog, include forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act.
Statements that are predictive in nature, that depend upon or refer to future
events or conditions or that include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates" and similar expressions are
forward-looking statements. Although we believe that these forward-looking
statements are based upon reasonable assumptions, we can give no assurance that
they will be achieved.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of our
common stock offered by the selling stockholders.
12
SELLING STOCKHOLDERS
The selling stockholders of ILEX Systems, Inc. (ILEX) listed below
received shares of our common stock as additional consideration in connection
with our acquisition of ILEX representing consideration that was contingent
upon the financial performance of ILEX for the years ended December 31, 1999
and 2000. There is no other remaining contingent consideration for the ILEX
acquisition.
The following table states the number of shares of our outstanding common
stock that the selling stockholders own resulting from payments made in our
common stock in connection with our acquisition of ILEX, the number of such
shares that may be sold for the account of the selling stockholders, and the
number of shares that will be owned by the selling stockholders assuming the
sale of all the shares offered hereby.
NUMBER OF
SHARES OF NUMBER OF SHARES
NUMBER OF SHARES OF COMMON STOCK TO OF COMMON STOCK
STOCKHOLDER NAME COMMON STOCK OWNED(2) BE SOLD OWNED AFTER SALE
---------------- ----------------------- ----------------- -----------------
Joseph Lopez ................... 198,269 120,513 77,756
Don Potter ..................... 51,248 42,801 8,447
Erwin Frech .................... 42,693 32,193 10,500
Roger DiFate ................... 19,034 12,155 6.879
Jerry Doerr .................... 11,512 11,512 --
Ralph Vitagliano ............... 23,575 10,284 13,291
John Munch ..................... 14,883 11,190 3,693
Richard Godfrey ................ 8,375 5,548 2,827
Rudy Wagner .................... 7,708 5,112 2,596
Donald Harbaugh ................ 6,676 4,427 2,249
Robert Robinson ................ 7,685 3,644 4,041
Jack Harris .................... 5,575 4,147 1,428
John Medea ..................... 14,291 2,132 12,159
Scott Feldmann ................. 8,522 2,768 5,754
Paul or Daisey Persons ......... 4,006 2,657 1,349
Howard Pines ................... 2,842 2,216 626
Richrad Karasik ................ 3,171 2,103 1,068
Stephanie Lopez ................ 3,102 2,059 1,043
Gregory Lopez .................. 3,102 2,059 1,043
Jeffrey Lopez .................. 2,059 2,059 --
June Curtis .................... 2,670 1,771 899
Robert Sass .................... 2,254 1,754 500
Peter Glick .................... 2,562 1,696 866
Richard Roth ................... 2,192 1,454 738
Scott Sargis ................... 1,602 996 606
Abbas Eliassieh ................ 1,207 1,007 200
Thomas Deet .................... 4,161 668 3,493
Rivas Family Trust (1) ......... 2,003 1,328 675
Robert Marchand ................ 4,472 557 3,915
Joseph Leadley ................. 4,647 487 4,160
Debra Iaconi ................... 1,382 775 607
Robert Banks ................... 1,169 775 394
Robert Potter .................. 1,269 842 427
Sydney Johnson-Potter .......... 1,269 842 427
Jeffrey Ransdell ............... 1,083 254 829
Edward Kimball ................. 635 222 413
Richard Peduto ................. 536 222 314
------- ------- -------
Total .......................... 473,441 297,229 176,212
======= ======= ========
----------
(1) R.F. Rivas and M.A. Rivas trustees FBO Rivas Family Trust
(2) Includes shares and common stock known by L-3 to be owned by the selling
stockholders as of March 7, 2001 and shares the selling stockholders will
be entitled to purchase within 60 days after March 7, 2001 pursuant to
outstanding stock options.
13
DESCRIPTION OF CAPITAL STOCK
GENERAL
The current certificate of incorporation of L-3 Holdings authorizes
100,000,000 shares of common stock with a par value of $.01 per share and
25,000,000 shares of preferred stock. As of March 12, 2001, the outstanding
capital stock of L-3 Holdings consisted of 33,953,182 shares of common stock
held by 152 stockholders of record, not including the stockholders for whom
shares are held in a "nominee" or "street" name. The following summaries of
certain provisions of the common stock do not purport to be complete and are
subject to, and qualified in their entirety by, the provisions of the
certificate of incorporation and bylaws of L-3 Holdings and by applicable law.
COMMON STOCK
Holders of our common stock are entitled to one vote per share on all
matters to be voted upon by stockholders of L-3 Holdings, and do not have
cumulative voting rights. The holders of our common stock are entitled to
ratably receive such dividends, if any, as may be declared from time to time by
our board of directors out of funds legally available for that purpose, subject
to preferences that may be applicable to any outstanding preferred stock and
any other provisions of the L-3 Holdings certificate of incorporation. See
"Dividend Policy". L-3 Holdings does not, however, anticipate paying any cash
dividends in the foreseeable future. Holders of common stock have no preemptive
or other rights to subscribe for additional shares. No shares of common stock
are subject to redemption or a sinking fund. In the event of any liquidation,
dissolution or winding up of L-3 Holdings, after payment of the debts and other
liabilities of L-3 Holdings, and subject to the rights of holders of shares of
preferred stock, holders of common stock are entitled to share in any
distribution to the stockholders on a pro-rata basis. All of the outstanding
shares of common stock of L-3 Holdings are, and the shares of common stock
offered hereby will be, fully paid and non-assessable.
PREFERRED STOCK
Our board of directors is authorized, without further vote or action by
holders of common stock, to issue 25,000,000 shares of preferred stock in one
or more series and to designate the rights, preferences, limitations and
restrictions of and upon shares of each series, including voting, redemption
and conversion rights. The board of directors may also designate dividend
rights and preferences in liquidation. It is not possible to state the effect
of the authorization and issuance of any series of preferred stock upon the
rights of such shares without further action by holders of common stock. In
addition, under certain circumstances, the issuance of preferred stock may
render more difficult or tend to discourage a merger, tender offer or proxy
contest, the assumption of control by a holder of a large block of L-3
Holdings' common stock or the removal of incumbent management, which could
thereby depress the market price of our common stock. We do not currently have
any preferred stock outstanding.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is First Chicago
Trust Company of New York.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR CHARTER AND BYLAWS
The certificate of incorporation of L-3 Holdings provides for our board of
directors to be divided into three classes, with staggered three-year terms. As
a result, only one class of directors will be elected at each annual meeting of
stockholders, with the other classes continuing for the remainder of their
respective three-year terms. Stockholders have no cumulative voting rights, and
the stockholders representing a majority of the shares of common stock
outstanding are able to elect all of the directors.
14
The certificate of incorporation of L-3 Holdings also requires that any
action required or permitted to be taken by our stockholders must be effected
at a duly called annual or special meeting of the stockholders and may not be
effected by a consent in writing. Our stockholders may amend our bylaws or
adopt new bylaws, by the affirmative vote of 66 2/3% of the outstanding voting
securities. A special meeting of the stockholders may be called by our
Chairman, Chief Executive Officer or any stockholders owning 10% or more of the
outstanding shares of common stock. These provisions may have the effect of
delaying, deferring or preventing a change in control.
The classification of the board of directors and lack of cumulative voting
will make it more difficult not only for another party to obtain control of us
by replacing our board of directors, but also for our existing stockholders to
replace our board of directors. Since the board of directors has the power to
retain and discharge our officers, these provisions could also make it more
difficult for existing stockholders or another party to effect a change in
management.
Our anti-takeover and other provisions may have the effect of deterring
hostile takeovers or delaying changes in control or management. They are
intended to enhance the likelihood of continued stability in the composition of
our board of directors and in the policies of our board of directors and to
discourage certain types of transactions that may involve an actual or
threatened change in control. Additionally, these provisions are designed to
reduce our vulnerability to an unsolicited acquisition proposal. The provisions
also are intended to discourage certain tactics that may be used in proxy
fights. However, such provisions could have the effect of discouraging others
from making tender offers for our shares and, as a consequence, they also may
inhibit fluctuations in the market price of our shares that could result from
actual or rumored takeover attempts. Such provisions also may have the effect
of preventing changes in our management.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
We, as a Delaware corporation, are subject to Section 203 of the Delaware
General Corporation Law, which, subject to certain exceptions, prohibits us
from engaging in any business combination with any interested stockholder for a
period of three years following the time that such stockholder became an
interested stockholder, unless:
o prior to such time, our board of directors approved either the business
combination or the transaction that resulted in the stockholder
becoming an interested holder;
o upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85.0% of our outstanding voting stock at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned (a) by persons who are directors and
also officers and (b) by employee stock plans in which employee
participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or
exchange offer; or
o at or subsequent to such time, the business combination is approved by
our board of directors and authorized at an annual or special meeting
of stockholders, and not by written consent, by the affirmative vote of
at least 66 2/3% of our outstanding voting stock that is not owned by
the interested stockholder.
In general, Section 203 defines "business combination" to include the
following:
o any merger or consolidation involving the interested stockholder and
us;
o any sale, transfer, pledge or other disposition of 10% or more of
assets involving the interested stockholder;
o subject to certain exceptions, any transaction that results in our
issuance or transfer of any of our stock to the interested stockholder;
o any transaction involving us that has the effect of increasing the
proportionate share of the stock or any class or series of our stock
beneficially owned by the interested stockholder; or
15
o the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits by or through
us.
In general, Section 203 defines "interested stockholder" as an entity or
person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by such entity or
person.
16
PLAN OF DISTRIBUTION
We have been advised that the distribution of the common stock by the
selling stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) (i) on the New York Stock
Exchange or such other national security exchanges on which our common stock is
listed, in transactions that may include special offerings and exchange
distributions pursuant to and in accordance with the rules of such exchanges,
(ii) in the over-the-counter market, or (iii) in transactions otherwise than on
such exchanges or in the over-the-counter market, or in a combination of any
such transactions. Such transactions may be effected by the selling
stockholders at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices or at fixed prices. The
selling stockholders may effect such transactions by selling the common stock
to or through broker-dealers and such broker-dealers will receive compensation
in the form of discounts or commissions from the selling stockholders and may
receive commissions from the purchasers of the common stock for whom they may
act as agent (which discounts or commissions from the selling stockholders or
such purchasers will not exceed those customary in the type of transactions
involved).
Any broker-dealers that participate with the selling stockholders in the
distribution of the common stock, may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions or discounts received by
such broker-dealers and any profit on the resale of the common stock by such
broker-dealers might be deemed to be underwriting discounts and commissions
under such act.
Upon being notified by the selling stockholders that any material
arrangement has been entered into with a broker or dealer for the sale of the
common stock through a secondary distribution, or a purchase by a broker or
dealer, a supplemented prospectus will be filed, if required, pursuant to Rule
424(b) under the Securities Act, disclosing:
o The names of such broker-dealers;
o The number of shares involved;
o The price at which such shares are being sold;
o The commission paid or the discounts or concessions allowed to such
broker-dealer;
o Where applicable, that such broker-dealers did not conduct any
investigation to verify the information set out or incorporated by
reference in this prospectus, as supplemented; and
o Other facts material to the transaction.
LEGAL MATTERS
Certain legal matters in connection with the common stock covered by this
prospectus are being passed upon by Simpson Thacher & Bartlett, New York, New
York.
EXPERTS
Our consolidated financial statements as of December 31, 2000 and 1999 and
for the three years ended December 31,2000 have been incorporated by reference
in this registration statement from our annual report for the year ended
December 31, 2000 in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on their authority as experts in accounting and
auditing.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated payable by us in connection with the offering described in
this Registration Statement are as follows:
Registration Fee .......................... $ 5,904.45
Legal fees and expenses ................... 50,000.00
Accounting fees and expenses .............. 10,000.00
Printing and duplicating expenses ......... 50,000.00
Miscellaneous expenses .................... 6,000.00
------------
Total .................................... $ 121,904.45
============
ITEM 15. 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.
In addition to the indemnification provisions of the DGCL described above,
our Certificate of Incorporation (the "Certificate of Incorporation") provides
that we shall, to the fullest extent permitted by the DGCL, (i) indemnify our
officers and directors and (ii) advance expenses incurred by such officers or
directors in relation to any action, suit or proceeding.
Our 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 us or in our right, 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.
Our Certificate of Incorporation limits the personal liability of our
directors to us or our stockholders for monetary damages for breach of the
fiduciary duty as a director, other than liability
II-1
as a director (i) for breach of duty of loyalty to us or our 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.
We maintain officers' and directors' insurance covering certain
liabilities that may be incurred by officers and directors in the performance
of their duties.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this registration statement:
EXHIBIT
NO. DESCRIPTION
--- -----------
3.1 Certificate of Incorporation of L-3 Communications Holdings,
Inc. (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 No. 333-46975).
3.2 By laws of L-3 Communications Holdings, Inc. (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 No. 333-46975).
4.1 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1 No. 333-46975).
*5.1 Opinion of Simpson Thacher & Bartlett.
10.1 Indenture dated as of April 30, 1997 between L-3 Communications
Corporation and The Bank of New York, as Trustee (incorporated
by reference to Exhibit 4.1 to L-3 Communications Corporation's
Registration Statement on Form S-4 No. 333-31649).
10.2 Employment Agreement dated April 30, 1997 between Frank C. Lanza
and L-3 Communications Holdings, Inc. (incorporated by reference
to Exhibit 10.5 to the Registrant's Registration Statement on
Form S-1 No. 333-46975).
10.3 Employment Agreement dated April 30, 1997 between Robert V.
LaPenta and L-3 Communications Holdings, Inc. (incorporated by
reference to Exhibit 10.51 to the Registrant Statement on Form
S-1 No. 333-46975).
10.4 Form of Stock Option Agreement for Employee Options
(incorporated by reference to Exhibit 10.9 to the Registrant's
Registration Statement on Form S-1 No. 333-46975).
10.5 Form of 1997 Stock Option Plan for Key Employees (incorporated
by reference to Exhibit 10.91 to Registrant's Registration
Statement on Form S-1, No. 333-46975).
10.6 Non-Qualified Stock Option Agreement dated as of April 30, 1997
by and between L-3 Communications Holdings, Inc. and Frank C.
Lanza (incorporated by reference to Exhibit 10.12 to Registrant"
Registration Statement on Form S-1, No. 333-70125).
10.7 Non-Qualified Stock Option Agreement dated as of April 30, 1997
by and between L-3 Communications Holdings, Inc. and Robert V.
LaPenta (incorporated by reference to Exhibit 10.13 to
Registrant's Registration Statement on Form S-1, No. 333-70125).
10.8 Option Plan for Non-Employee Directors of L-3 Communication's
Holdings, Inc. (incorporated by reference to Exhibit 10.15 to
Registrant's annual report on Form 10-K filed on March 31,
1999).
10.9 1999 Long Term Performance Plan dated as of April 27, 1999
(incorporated by reference to Exhibit 10.16 to the Registrant's
annual report on Form 10-K filed on March 30, 2000).
10.10 L-3 Communications Corporation Pension Plan (incorporated by
reference to Exhibit 10.10 to the Registrant's Registration
Statement on Form S-1 No. 333-46975).
II-2
EXHIBIT
NO. DESCRIPTION
--- -----------
10.11 Indenture dated as of May 22, 1998 between L-3 Communications
Corporation and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 10.6 to L-3 Communications Corporation's
Registration Statement on Form S-4 No. 333-70199).
10.12 Indenture dated as of December 11, 1998 among L-3 Communications
Corporation, the Guarantors named therein and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 10.32 to
Registrant's Registration Statement on Form S-1, No. 333-70125).
10.13 Indenture dated as of November 21, 2000 among L-3 Communications
Holdings, Inc., the Guarantors named therein and the Bank of New
York, as Trustee (incorporated by reference to Exhibit 10.33 to
the Registrant's annual report on Form 10-K filed on March 15,
2001).
10.14 Purchase Agreement dated as of November 21, 2000 among L-3
Communications Holdings, Inc., the Guarantors included therein and
Lehman Brothers Inc. (incorporated by reference to Exhibit 10.34
to the Registrant's annual report on Form 10-K filed on March 15,
2001).
10.15 Registration Rights Agreement dated as of November 21, 2000 among
L-3 Communications Holdings, Inc., the Guarantors included therein
and Lehman Brothers Inc. (incorporated by reference to Exhibit
10.35 to the Registrant's annual report on Form 10-K filed on
March 15, 2001).
10.16 Consent, Waiver and First Amendment to Amended and Restated 364
Day Credit Agreement dated as of April 28, 2000 among L-3
Communications Corporation and lenders named therein (incorporated
by reference to Exhibit 10.40 to the Registrant's annual report on
Form 10-K filed on March 15, 2001).
10.17 Consent, Waiver and First Amendment to Second Amended and Restated
Credit Agreement dated as of April 28, 2000 among L-3
Communications Corporation and lenders named therein (incorporated
by reference to Exhibit 10.41 to the Registrant's annual report on
Form 10-K filed on March 15, 2001).
10.18 Consent, Waiver and First Amendment to New 364 Day Credit
Agreement dated as of April 28, 2000 among L-3 Communications
Corporation and lenders named therein (incorporated by reference
to Exhibit 10.42 to the Registrant's annual report on Form 10-K
filed on March 15, 2001).
10.19 New 364 Day Credit Agreement dated as of April 24, 2000 among L-3
Communications Corporation and lenders named therein (incorporated
by reference to Exhibit 10.43 to the Registrant's annual report on
Form 10-K filed on March 15, 2001).
10.20 Amended and Restated 364 Day Credit Agreement dated as of April
24, 2000 among L-3 Communications Corporation and lenders named
therein (incorporated by reference to Exhibit 10.44 to the
Registrant's annual report on Form 10-K filed on March 15, 2001).
10.21 Second Amended and Restated Credit Agreement dated as of April 24,
2000 among L-3 Communications Corporation and lenders named
therein (incorporated by reference to Exhibit 10.45 to the
Registrant's annual report on Form 10-K filed on March 15, 2001).
10.22 Consent and Third Amendment to Amended and Restated 364 Day Credit
Agreement dated as of November 16, 2000 among L-3 Communications
Corporation and lenders named therein (incorporated by reference
to Exhibit 10.46 to the Registrant's annual report on Form 10-K
filed on March 15, 2001).
10.23 Consent and Second Amendment to New 364 Day Credit Agreement dated
as of November 16, 2000 among L-3 Communications Corporation and
lenders named therein (incorporated by reference to Exhibit 10.47
to the Registrant's annual report on Form 10-K filed on March 15,
2001).
10.24 Consent and Second Amendment to Second Amended and Restated Credit
Agreement dated as of November 16, 2000 among L-3 Communication
Corporation and lenders named therein (incorporated by reference
to Exhibit 10.48 to the Registrant's annual report on Form 10-K
filed on March 15, 2001).
II-3
EXHIBIT
NO. DESCRIPTION
--- -----------
10.25 Asset Purchase Agreement relating to the Honeywell TCAS
Business by and among Honeywell Inc., L-3 Communications
Corporation and, solely in respect of the Guaranty in Article
XIV, Honeywell International Inc. dated as of February 10,
2000 (incorporated by reference to Exhibit 10.91 to the
Registrant's annual report on Form 10-K filed on March 15,
2001).
10.26 Asset Purchase and Sale Agreement, dated January 7, 2000 by
and between L-3 Communications Corporation and Raytheon
Company (incorporated by reference to Exhibit 10.92 to the
Registrant's annual report on Form 10-K filed on March 15,
2001).
11.1 L-3 Communications Holdings, Inc. Computation of Basic
Earnings Per Share and Diluted Earnings Per Share
(incorporated by reference to Exhibit 11 to the Registrant's
annual report on Form 10-K filed on March 15, 2001).
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to the Registrant's annual report on Form 10-K
filed on March 15, 2001).
**23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1).
*24.1 Powers of Attorney (included on signature page).
----------
* Previously filed.
** Filed herewith.
ITEM 17. UNDERTAKINGS.
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, as amended;
(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. Notwithstanding the foregoing, any increase or
decrease in the 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 and of the estimated maximum offering range
may be reflected on the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
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 the registration statement or any
material change to such information in the 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New York, State of New York, on September 7, 2001.
L-3 Communications Holdings, Inc.
By: /s/ Christopher C. Cambria
----------------------------------------
Christopher C. Cambria
Senior Vice President-General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
--------- -----
* Chairman, Chief Executive Officer and Director
-----------------------------
Frank C. Lanza
* President, Chief 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
-----------------------------
Michael T. Strianese
* Director
-----------------------------
Thomas A. Corcoran
* Director
-----------------------------
Robert B. Millard
* Director
-----------------------------
John E. Montague
* Director
-----------------------------
John M. Shalikashvili
* Director
-----------------------------
Arthur L. Simon
* Director
-----------------------------
Alan H. Washkowitz
* By Christopher C. Cambria as attorney-in-fact.
II-5
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 Certificate of Incorporation of L-3 Communications Holdings, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 No. 333-46975).
3.2 By laws of L-3 Communications Holdings, Inc. (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 No. 333-46975).
4.1 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-1
No. 333-46975).
*5.1 Opinion of Simpson Thacher & Bartlett.
10.1 Indenture dated as of April 30, 1997 between L-3 Communications
Corporation and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.1 to L-3 Communications Corporation's
Registration Statement on Form S-4 No. 333-31649).
10.2 Employment Agreement dated April 30, 1997 between Frank C. Lanza
and L-3 Communications Holdings, Inc. (incorporated by reference
to Exhibit 10.5 to the Registrant's Registration Statement on Form
S-1 No. 333-46975).
10.3 Employment Agreement dated April 30, 1997 between Robert V.
LaPenta and L-3 Communications Holdings, Inc. (incorporated by
reference to Exhibit 10.51 to the Registrant Statement on Form S-1
No. 333-46975).
10.4 Form of Stock Option Agreement for Employee Options (incorporated
by reference to Exhibit 10.9 to the Registrant's Registration
Statement on Form S-1 No. 333-46975).
10.5 Form of 1997 Stock Option Plan for Key Employees (incorporated by
reference to Exhibit 10.91 to Registrant's Registration Statement
on Form S-1, No. 333-46975).
10.6 Non-Qualified Stock Option Agreement dated as of April 30, 1997 by
and between L-3 Communications Holdings, Inc. and Frank C. Lanza
(incorporated by reference to Exhibit 10.12 to Registrant's
Registration Statement on Form S-1, No. 333-70125).
10.7 Non-Qualified Stock Option Agreement dated as of April 30, 1997 by
and between L-3 Communications Holdings, Inc. and Robert V.
LaPenta (incorporated by reference to Exhibit 10.13 to
Registrant's Registration Statement on Form S-1, No. 333-70125).
10.8 Option Plan for Non-Employee Directors of L-3 Communication's
Holdings, Inc. (incorporated by reference to Exhibit 10.15 to
Registrant's annual report on Form 10-K filed on March 31, 1999).
10.9 1999 Long Term Performance Plan dated as of April 27, 1999
(incorporated by reference to Exhibit 10.16 to the Registrant's
annual report on Form 10-K filed on March 30, 2000).
10.10 L-3 Communications Corporation Pension Plan (incorporated by
reference to Exhibit 10.10 to the Registrant's Registration
Statement on Form S-1 No. 333-46975).
10.11 Indenture dated as of May 22, 1998 between L-3 Communications
Corporation and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 10.6 to L-3 Communications Corporation's
Registration Statement on Form S-4 No. 333-70199).
10.12 Indenture dated as of December 11, 1998 among L-3 Communications
Corporation, the Guarantors named therein and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 10.32 to
Registrant's Registration Statement on Form S-1, No. 333-70125).
EXHIBIT NO. DESCRIPTION
----------- -----------
10.13 Indenture dated as of November 21, 2000 among L-3 Communications
Holdings, Inc., the Guarantors named therein and the Bank of New
York, as Trustee (incorporated by reference to Exhibit 10.33 to
the Registrant's annual report on Form 10-K filed on March 15,
2001).
10.14 Purchase Agreement dated as of November 21, 2000 among L-3
Communications Holdings, Inc., the Guarantors included therein and
Lehman Brothers Inc. (incorporated by reference to Exhibit 10.34
to the Registrant's annual report on Form 10-K filed on March 15,
2001).
10.15 Registration Rights Agreement dated as of November 21, 2000 among
L-3 Communications Holdings, Inc., the Guarantors included therein
and Lehman Brothers Inc. (incorporated by reference to Exhibit
10.35 to the Registrant's annual report on Form 10-K filed on
March 15, 2001).
10.16 Consent, Waiver and First Amendment to Amended and Restated 364
Day Credit Agreement dated as of April 28, 2000 among L-3
Communications Corporation and lenders named therein (incorporated
by reference to Exhibit 10.40 to the Registrant's annual report on
Form 10-K filed on March 15, 2001).
10.17 Consent, Waiver and First Amendment to Second Amended and Restated
Credit Agreement dated as of April 28, 2000 among L-3
Communications Corporation and lenders named therein (incorporated
by reference to Exhibit 10.41 to the Registrant's annual report on
Form 10-K filed on March 15, 2001).
10.18 Consent, Waiver and First Amendment to New 364 Day Credit
Agreement dated as of April 28, 2000 among L-3 Communications
Corporation and lenders named therein (incorporated by reference
to Exhibit 10.42 to the Registrant's annual report on Form 10-K
filed on March 15, 2001).
10.19 New 364 Day Credit Agreement dated as of April 24, 2000 among L-3
Communications Corporation and lenders named therein (incorporated
by reference to Exhibit 10.43 to the Registrant's annual report on
Form 10-K filed on March 15, 2001).
10.20 Amended and Restated 364 Day Credit Agreement dated as of April
24, 2000 among L-3 Communications Corporation and lenders named
therein (incorporated by reference to Exhibit 10.44 to the
Registrant's annual report on Form 10-K filed on March 15, 2001).
10.21 Second Amended and Restated Credit Agreement dated as of April 24,
2000 among L-3 Communications Corporation and lenders named
therein (incorporated by reference to Exhibit 10.45 to the
Registrant's annual report on Form 10-K filed on March 15, 2001).
10.22 Consent and Third Amendment to Amended and Restated 364 Day Credit
Agreement dated as of November 16, 2000 among L-3 Communications
Corporation and lenders named therein (incorporated by reference
to Exhibit 10.46 to the Registrant's annual report on Form 10-K
filed on March 15, 2001).
10.23 Consent and Second Amendment to New 364 Day Credit Agreement dated
as of November 16, 2000 among L-3 Communications Corporation and
lenders named therein (incorporated by reference to Exhibit 10.47
to the Registrant's annual report on Form 10-K filed on March 15,
2001).
EXHIBIT NO. DESCRIPTION
----------- -----------
10.24 Consent and Second Amendment to Second Amended and Restated
Credit Agreement dated as of November 16, 2000 among L-3
Communication Corporation and lenders named therein
(incorporated by reference to Exhibit 10.48 to the
Registrant's annual report on Form 10-K filed on March 15,
2001).
10.25 Asset Purchase Agreement relating to the Honeywell TCAS
Business by and among Honeywell Inc., L-3 Communications
Corporation and, solely in respect of the Guaranty in Article
XIV, Honeywell International Inc. dated as of February 10,
2000 (incorporated by reference to Exhibit 10.91 to the
Registrant's annual report on Form 10-K filed on March 15,
2001).
10.26 Asset Purchase and Sale Agreement, dated January 7, 2000 by
and between L-3 Communications Corporation and Raytheon
Company (incorporated by reference to Exhibit 10.92 to the
Registrant's annual report on Form 10-K filed on March 15,
2001).
11.1 L-3 Communications Holdings, Inc. Computation of Basic
Earnings Per Share and Diluted Earnings Per Share
(incorporated by reference to Exhibit 11 to the Registrant's
annual report on Form 10-K filed on March 15, 2001).
21.1 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to the Registrant's annual report on Form 10-K
filed on March 15, 2001).
**23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1).
*24.1 Powers of Attorney (included on signature page).
----------
* Previously filed.
** Filed herewith.