AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 2002
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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)
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DELAWARE 13-3937434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
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Copies to:
VINCENT PAGANO, JR., ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
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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. [ ]
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CALCULATION OF REGISTRATION FEE
==============================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SHARES AMOUNT TO AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED (2) PER UNIT OFFERING PRICE (1) REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
Common Stock ......... 448,582 $56.10 $25,165,450 $2,315
==============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended. 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 September 12, 2002.
(2) Of these shares, 219,088 may be issued to the selling stockholders
pursuant to the Merger Agreement dated as of July 31, 2001 among L-3
Communications Corporation, Burgundy Acquisition Corp. and ComCept, Inc.,
if certain performance targets are satisfied.
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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 THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
[SIDEBAR]
WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. THIS PROSPECTUS
IS PART OF A REGISTRATION STATEMENT FILED WITH THE SEC. WE MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL THESE SECURITIES OR OUR
SOLICITATION OF YOUR OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE
THAT WOULD NOT BE PERMITTED OR LEGAL.
[END SIDEBAR]
SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2002
PROSPECTUS
L-3 COMMUNICATIONS HOLDINGS, INC.
448,582 SHARES OF COMMON STOCK
---------------------
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 the common stock offered hereby are described under
the heading "Plan of Distribution." We will receive none of the proceeds from
such sales.
The selling stockholders and any broker-dealers that participate in the
distribution of the common stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933. As a result,
any commission or profit on the resale of shares received by such
broker-dealers may be deemed to be underwriting commissions and discounts under
the Securities 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 shares through a secondary distribution, or a purchase by a broker or
dealer, a supplemented prospectus will be filed, if required, disclosing among
other things the names of such brokers and dealers, the number of shares
involved, the price at which such shares are being sold and the commissions
paid or the discounts or concessions allowed to such broker-dealers.
The common stock of the Company is listed on the New York Stock Exchange
(Symbol: LLL). On September 16, 2002, the closing price of the shares was
$57.50 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.
---------------------
The date of this Prospectus is September , 2002.
TABLE OF CONTENTS
PAGE
----
The Company .................................... 1
Use of Proceeds ................................ 1
Selling Stockholders ........................... 1
Unaudited Pro Forma Condensed
Consolidated Financial Information .......... 2
Plan of Distribution ........................... 12
PAGE
----
Available Information .......................... 13
Incorporation of Certain Documents by
Reference ................................... 13
Legal Matters .................................. 14
Experts ........................................ 14
i
THE COMPANY
We are a leading merchant supplier of secure communications and
intelligence, surveillance and reconnaissance (ISR) systems, training,
simulation and support services, aviation products and aircraft modernization,
as well as specialized products. Our businesses employ proprietary technologies
and capabilities, and we believe our businesses have leading positions in their
respective primary markets. Our customers include the U.S. Department of
Defense and prime contractors thereof, certain U.S. Government intelligence
agencies, major aerospace and defense contractors, foreign governments,
commercial customers and certain other U.S. federal, state and local government
agencies.
----------------
Our principal executive offices are located at 600 Third Avenue, New York,
New York 10016, and our telephone number is (212) 697-1111.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
offered by the selling stockholders.
SELLING STOCKHOLDERS
The selling stockholders listed below received shares as partial
consideration in connection with our acquisition of ComCept, Inc. ("ComCept").
The selling shareholders may receive additional consideration in cash or common
stock, which is contingent on the performance of ComCept for each of its fiscal
years ending June 30, 2003 and June 30, 2004. The maximum additional common
stock which may be payable to the selling stockholders for that additional
contingent consideration is 219,088 shares, which would be distributed to the
selling stockholders on a pro rata basis.
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 ComCept, 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 NUMBER OF NUMBER OF
SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
SELLING STOCKHOLDER OWNED TO BE SOLD OWNED AFTER SALE
----------------------- -------------- -------------- -----------------
Adelbert W. Carpenter 6,405 6,405 0
Anne L. Wester 5,025 5,025 0
Ben K. Howell 2,540 2,540 0
Brian D. Cullen 99,402 99,402 0
Christopher Christon 4,528 4,528 0
David L. Tschoerner 6,074 6,074 0
Dee Ann Watkins 1,397 1,397 0
Dennis R. Baas 7,731 7,731 0
Frederick L. Wahl 5,522 5,522 0
George M. Eargle 11,486 11,486 0
James C. Glenn, Jr. 1,325 1,325 0
Lex E. Thornton 1,833 1,833 0
Mark R. Von Schwarz 13,253 13,253 0
Michael C. Greer 17,671 17,671 0
Neal B. Cooper 12,480 12,480 0
Philip A. Yates 3,092 3,092 0
Robert E. Dryden 20,984 20,984 0
Robert S. Dunn 353 353 0
Robert L. Amick 7,731 7,731 0
Robert R. Spaulding 662 662 0
------ ------ ---
229,494 229,494 0
======= ======= ===
1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated statements of
operations ("pro forma statement of operations") data gives effect to the
following transactions as if they had occurred on January 1, 2001: (1) our
acquisition of AIS, which was completed on March 8, 2002, our acquisition of
the detection systems business of PerkinElmer, which was completed on June 14,
2002 and the acquisitions of KDI Precision Products, Inc., EER Systems, Inc.,
Spar Aerospace Limited, Emergent Government Services Group, Bulova
Technologies, and SY Technology, Inc., which we completed during the year ended
December 31, 2001, and their related financings (collectively, the
"Acquisitions"), (2) the offering of $750.0 million 7 5/8% Senior Subordinated
Notes due 2012 by L-3 Communications and the concurrent sale by L-3
Communications Holdings, Inc. of 14,000,000 shares of its common stock, par
value $.01 per share (collectively, the "Offerings") and (3) the application of
the net proceeds of those offerings to repay $500.0 million of indebtedness
outstanding under our senior subordinated interim loan agreement incurred in
connection with our acquisition of AIS, repay the $445.6 million of
indebtedness outstanding under our senior credit facilities, to repurchase and
redeem our 10 3/8% Senior Subordinated Notes due 2007 for approximately $237.4
million and increase our cash and cash equivalents, which will be used for
general corporate purposes, including potential acquisitions. All of the
Acquisitions described above are included in our consolidated balance sheet as
of June 30, 2002, and therefore, an unaudited pro forma condensed consolidated
balance sheet is not provided.
The pro forma statements of operations do not include an extraordinary
pre-tax charge of $16.2 million ($9.9 million after-tax) related to the
repurchase and redemption of our $225.0 million 10 3/8% Senior Subordinated
Notes due 2007. The extraordinary charge includes the call premium of 5.188% or
approximately $11.7 million and fees and other expenses of approximately $4.5
million, including the write-off of unamortized deferred debt issue costs
relating to the $225.0 million 10 3/8% Senior Subordinated Notes due 2007. The
extraordinary charge is not included in the pro forma statements of operations
because it is not a component of income (loss) from continuing operations.
However, had the repurchase and redemption occurred on January 1, 2001, the
extraordinary charge would have reduced pro forma basic earnings per common
share by $0.11 and pro forma diluted earnings per common share by $0.10 for the
six months ended June 30, 2001 and for the year ended December 31, 2001.
The pro forma adjustments related to our Acquisitions are based on
preliminary purchase prices and purchase price allocations. Actual adjustments
will be based on final purchase prices, audited historical net assets for the
Acquisitions, and final appraisals and other analyses of fair values of
contracts in process, inventories, estimated costs in excess of billings to
complete contracts in process, identifiable intangibles, pension and
postretirement benefit obligations and deferred tax assets and liabilities,
which will be completed after we obtain and review all of the data required for
the acquired assets and liabilities and complete our valuations of them.
Differences between the preliminary and final purchase price allocations could
have a material impact on our results of operations and financial position. The
unaudited pro forma condensed consolidated statement of operations does not
reflect any cost savings that we believe would have resulted had the
Acquisitions occurred on January 1, 2001.
The unaudited pro forma condensed consolidated financial information should
be read in conjunction with (1) our unaudited condensed consolidated financial
statements for the six months ended June 30, 2002 and 2001, and our audited
consolidated financial statements for the year ended December 31, 2001
incorporated by reference in this prospectus; and (2) the audited combined
financial statements of AIS for the year ended December 31, 2001 incorporated by
reference in this prospectus. The other historical statement of operations data
for the Acquisitions are based on unaudited financial statement data not
included or incorporated by reference herein. The unaudited pro forma condensed
consolidated financial information may not be indicative of the results of
operations that actually would have occurred had the Acquisitions and the
Offerings been completed on January 1, 2001 or the results of our operations
that may be obtained in the future.
2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2002
(IN MILLIONS)
PRO FORMA
PRO FORMA FOR OUR
L-3 ADJUSTMENTS PRO FORMA ADJUSTMENTS ACQUISITIONS
AS ACQUISITION FOR OUR FOR OUR FOR THE AND THE
REPORTED HISTORICAL(1)(2) ACQUISITIONS ACQUISITIONS OFFERINGS OFFERINGS
------------- ------------------ -------------- -------------- --------------- -------------
Sales ............................ $ 1,652.0 $ 276.6 $ -- $ 1,928.6 $ -- $ 1,928.6
Costs and expenses ............... 1,483.0 267.9 -- 1,750.9 -- 1,750.9
--------- -------- ------- --------- ------- ---------
Operating income ............... 169.0 8.7 -- 177.7 -- 177.7
Interest and other income
(expense) ....................... 0.8 -- (1.5)(3) (0.7) -- (0.7)
Interest expense ................. 57.7 -- 8.1 (4) 65.8 (6.8)(5) 59.0
Minority interest ................ 2.7 -- -- 2.7 -- 2.7
--------- -------- ------- ---------- ------- ----------
Income (loss) before income
taxes and extraordinary
item .......................... 109.4 8.7 (9.6) 108.5 6.8 115.3
Provision (benefit) for income
taxes(6) ........................ 38.6 6.0 (3.8) 40.8 2.7 43.5
--------- -------- ------- ---------- ------- ----------
Income (loss) from
continuing operations ......... $ 70.8 $ 2.7 $ (5.8) $ 67.7 $ 4.1 $ 71.8
========= ======== ======= ========== ======= ==========
Earnings per share:(7)
Basic ........................... $ 0.89 $ 0.85 $ 0.77
========== ========== ==========
Diluted ......................... $ 0.84 $ 0.81 $ 0.74
========== ========== ==========
Weighted average common
shares outstanding:(7)
Basic ........................... 79.4 79.4 14.0 93.4
========== ========== ======= ==========
Diluted ......................... 90.1 90.1 14.0 104.1
========== ========== ======= ==========
See notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(IN MILLIONS)
PRO FORMA
PRO FORMA FOR OUR
L-3 ADJUSTMENTS PRO FORMA ADJUSTMENTS ACQUISITIONS
AS ACQUISITIONS FOR OUR FOR OUR FOR THE AND THE
REPORTED HISTORICAL(1)(8) ACQUISITIONS ACQUISITIONS OFFERINGS OFFERINGS
---------- ------------------ ----------------- -------------- ------------------ -------------
Sales .......................... $ 1,023.5 $ 667.2 $ -- $ 1,690.7 $ -- $ 1,690.7
Costs and expenses ............. 916.1 649.3 (14.8)(9) 1,550.6 -- 1,550.6
--------- -------- ---------- --------- --------- ---------
Operating income ............. 107.4 17.9 14.8 140.1 -- 140.1
Interest and other income
(expense) ..................... 1.4 (5.9) (1.4)(3) (5.9) -- (5.9)
Interest expense ............... 46.4 0.4 46.1 (4) 92.9 (20.0) (5) 72.9
Minority interest .............. 1.6 -- -- 1.6 -- 1.6
--------- -------- ---------- ---------- --------- ----------
Income (loss) before income
taxes ....................... 60.8 11.6 (32.7) 39.7 20.0 59.7
Provision (benefit) for income
taxes(6) ...................... 23.3 5.3 (13.9) 14.7 8.0 22.7
--------- -------- ---------- ---------- --------- ----------
Income (loss) from
continuing operations ....... 37.5 6.3 (18.8) 25.0 12.0 37.0
Goodwill amortization expense,
net of tax .................... 15.8 -- -- 15.8 -- 15.8
--------- -------- ---------- ---------- --------- ----------
Income (loss) from
continuing operations, as
adjusted .................... $ 53.3 $ 6.3 $ (18.8) $ 40.8 $ 12.0(10) $ 52.8
========= ======== ========== ========== ============ ==========
Earnings per share:(7)
Basic ......................... $ 0.52 $ 0.32 $ 0.40
========== ========== ==========
Basic, as adjusted ............ $ 0.75 $ 0.53 $ 0.58
========== ========== ==========
Diluted ....................... $ 0.50 $ 0.31 $ 0.39
========== ========== ==========
Diluted, as adjusted .......... $ 0.71 $ 0.50 $ 0.56
========== ========== ==========
Weighted average common
shares outstanding:(7)
Basic ......................... 71.5 6.1 (11) 77.6 14.0 91.6
========== ============== ========== ============ ==========
Diluted ....................... 74.8 6.1 (11) 80.9 14.0 94.9
========== ============== ========== ============ ==========
See notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
4
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001
(IN MILLIONS)
PRO FORMA
PRO FORMA FOR OUR
L-3 ADJUSTMENTS PRO FORMA ADJUSTMENTS ACQUISITIONS
AS ACQUISITIONS FOR OUR FOR OUR FOR THE AND THE
REPORTED HISTORICAL(1)(12) ACQUISITIONS ACQUISITIONS OFFERINGS OFFERINGS
----------- ------------------- -------------- -------------- ------------- -------------
Sales ............................ $ 2,347.4 $ 1,296.0 $ -- $ 3,643.4 $ -- $ 3,643.4
Costs and expenses ............... 2,072.1 1,235.5 (30.0)(9) 3,277.6 -- 3,277.6
--------- ---------- ---------- --------- --------- ---------
Operating income ............... 275.3 60.5 30.0 365.8 -- 365.8
Interest and other income
(expense) ....................... 1.8 (11.3) (3.8)(3) (13.3) -- (13.3)
Interest expense ................. 86.3 0.5 82.0 (4) 168.8 (32.4) (5) 136.4
Minority interest ................ 4.5 -- -- 4.5 -- 4.5
--------- ---------- ---------- ---------- --------- ----------
Income (loss) before income
taxes ......................... 186.3 48.7 (55.8) 179.2 32.4 211.6
Provision (benefit) for income
taxes(6) ........................ 70.8 24.7 (21.2) 74.3 13.0 87.3
--------- ---------- ---------- ---------- --------- ----------
Income (loss) from
continuing operations ......... 115.5 24.0 (34.6) 104.9 19.4 124.3
Goodwill amortization expense,
net of tax ...................... 33.9 -- -- 33.9 -- 33.9
--------- ---------- ---------- ---------- --------- ----------
Income (loss) from
continuing operations, as
adjusted ...................... $ 149.4 $ 24.0 $ (34.6) $ 138.8 $ 19.4(10) $ 158.2
========= ========== ========== ========== ============ ==========
Earnings per share:(7)
Basic ........................... $ 1.54 $ 1.35 $ 1.35
========== ========== ==========
Basic, as adjusted .............. $ 1.99 $ 1.78 $ 1.72
========== ========== ==========
Diluted ......................... $ 1.47 $ 1.30 $ 1.32
========== ========== ==========
Diluted, as adjusted ............ $ 1.87 $ 1.69 $ 1.65
========== ========== ==========
Weighted average common
shares outstanding:(7)
Basic ........................... 74.9 3.1 (11) 78.0 14.0 92.0
========== ============== ========== ============ ==========
Diluted ......................... 85.4 3.1 (11) 88.5 14.0 102.5
========== ============== ========== ============ ==========
See notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
5
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
1. On March 8, 2002, we acquired AIS for $1,152.7 million in cash which
includes $1,130.0 million for the original contract purchase price, $4.0
million for estimated acquisition costs and an increase to the contract
purchase price of $18.7 million related to additional assets contributed by
Raytheon to AIS. The purchase price is subject to adjustment based on the
AIS closing date net tangible book value, as defined. The AIS acquisition
was financed using cash on hand as well as available borrowings under our
senior credit facilities and a $500.0 million senior subordinated interim
loan. On June 14, 2002, we acquired the detection systems business of
PerkinElmer ("PKI") for $100.0 million in cash plus acquisition costs,
subject to adjustment based on closing date net working capital, as
defined. During the year ended December 31, 2001, we also made the
following acquisitions:
o in May 2001, all the outstanding common stock of KDI Precision Products,
Inc. ("KDI") for $79.4 million in cash including acquisition costs.
o in May 2001, all the outstanding common stock of EER Systems, Inc.
("EER") for $119.5 million in cash including acquisition costs, and
subject to an additional purchase price not to exceed $5.0 million which
is contingent upon the financial performance of EER for the year ending
December 31, 2002.
o in November and December 2001, 70.3% of the outstanding common stock of
Spar Aerospace Limited ("Spar") for $105.1 million in cash including
acquisition costs. We acquired and paid for the remaining outstanding
common stock of Spar in January 2002 for $43.6 million.
o in November 2001, all the outstanding common stock of Emergent
Government Services Group ("EMG") for $39.8 million, subject to
adjustment based on closing date net working capital. Following the
acquisition, we changed Emergent Government Services Group's name to L-3
Communications Analytics.
o in December 2001, the net assets of Bulova Technologies for $49.5
million, subject to adjustment based on closing date net assets.
Following the acquisition, we changed Bulova Technologies name to BT Fuze
Products ("BT Fuze").
o in December 2001, the net assets of SY Technology Inc. ("SY") for $49.8
million, subject to adjustment based on closing date net assets, and
additional purchase price not to exceed $3.0 million, which is contingent
upon the financial performance of SY for the years ending December 31,
2002 and 2003.
The aggregate purchase price of these acquisitions, including acquisition
costs, is $1,739.4 million.
2. The pro forma statement of operations for the six months ended June 30, 2002
includes the following unaudited historical financial data for our
Acquisitions.
AIS(a) PKI(b) ACQUISITIONS
----------- ---------- -------------
(IN MILLIONS)
Sales ....................................... $ 213.4 $ 63.2 $ 276.6
Costs and expenses .......................... 209.1 58.8 267.9
-------- ------- --------
Operating income ........................... 4.3 4.4 8.7
Interest and other income ................... -- -- --
Interest expense ............................ -- -- --
-------- ------- --------
Income before income taxes and extraordinary
item ..................................... 4.3 4.4 8.7
Income tax provision ........................ 2.4 3.6 6.0
-------- ------- --------
Income from continuing operations .......... $ 1.9 $ 0.8 $ 2.7
======== ======= ========
----------
(a) Represents historical results of operations for the two-month period
ended February 28, 2002.
(b) Represents historical results of operations for the period from
January 1, 2002 to June 14, 2002.
6
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. Our historical interest income has been eliminated because the cash and cash
equivalents which earned the interest income were obtained from the net
proceeds from the CODES (as defined below) offering and the May 2001 Common
Stock Offering (as defined below) that were assumed entirely to be used to
finance the Acqusitions. Such eliminations amounted to $1.5 million for the
six months ended June 30, 2002, $1.4 million for the six months ended June
30, 2001 and $3.8 million for the year ended December 31, 2001.
4. The aggregate purchase prices, including acquisition costs, for the
Acquisitions of $1,739.4 million were assumed to be financed at January 1,
2001 using (1) borrowings under our senior credit facilities of $445.6
million, (2) borrowings of $500.0 million under the senior subordinated
interim loan, (3) cash on hand of $32.7 million, (4) the net proceeds from
the sale of $420.0 million of 4% Senior Subordinated Convertible Contingent
Debt Securities due September 15, 2011 ("CODES") in October and November of
2001, which amounted to $407.5 million, and (5) the net proceeds from our
public offering of 9,150,000 shares of our common stock in May 2001 (the
"May 2001 Common Stock Offering") which amounted to $353.6 million. The
borrowings under the senior credit facilities and the senior subordinated
interim loan that we made to finance the AIS acquisition were included in
our historical results of operations effective March 1, 2002.
The adjustments to our historical interest expense for the six months ended
June 30, 2002 and 2001 and the year ended December 31, 2001 to give effect to
the financing of the Acquisitions are presented below.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
-------------------- DECEMBER 31,
2002 2001 2001
--------- ---------- -------------
(IN MILLIONS)
Interest on borrowings under the senior credit
facilities (on $445.6 million) for the periods prior
to March 1, 2002(a) .................................. $ 3.6 $ 15.8 $ 29.3
Interest on senior subordinated interim loan (on
$500.0 million) for the periods prior to March 1,
2002(a) .............................................. 4.5 21.6 38.0
Interest on the CODES offering for the periods
prior to October 31, 2001 (4% on $420.0 million
for 10 months). ...................................... -- 8.4 14.0
Amortization of deferred debt issue costs incurred
on the CODES for periods prior to October 31,
2001 ................................................. -- 0.7 1.2
Eliminate historical interest expense for the KDI
and SY Technology acquisitions ....................... -- (0.4) (0.5)
------ ------- -------
Total pro forma adjustments to interest
expense ........................................... $ 8.1 $ 46.1 $ 82.0
====== ======= =======
----------
(a) The adjustments to pro forma interest for the pro forma adjustments for
borrowings under the senior credit facilities and senior subordinated
interim loan are based on the average prevailing interest rates that
L-3 would have paid on those borrowings for the periods presented had
such borrowings been outstanding at the beginning of each of the
periods presented. The average prevailing interest rates on the senior
credit facilities would have been 4.86% for the six months ended June
30, 2002, 7.11% for the six months ended June 30, 2001 and 6.57% for
the year ended December 31, 2001. The average prevailing interest rates
on the senior subordinated interim loan would have been 5.36% for the
six months ended June 30, 2002, 8.65% for the six months ended June 30,
2001, and 7.59% for the year ended December 31, 2001.
7
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. Assuming the offering of the senior subordinated notes by L-3 Communications
and the concurrent sale of common stock of 14,000,000 million shares were
completed on January 1, 2001, the net aggregate proceeds from the Offerings
of $1,499.4 million, after deductions for underwriting commissions and
discounts and other offering expenses totaling $43.0 million, would have
been applied to repay all of the borrowings under the senior subordinated
interim loan of $500.0 million, repurchase and redeem our 10 3/8% Senior
Subordinated Notes due 2007, repay $445.6 million of borrowings outstanding
under the senior credit facilities and $316.4 million would have been
invested in cash and cash equivalents. Total interest expense after the pro
forma adjustments for our Acquisitions but prior to the Offerings amounted
to $65.8 million for the six months ended June 30, 2002, $92.9 million for
the six months ended June 30, 2001, and $168.8 million for the year ended
December 31, 2001. As a result of the Offerings, total pro forma interest
expense would have decreased by $6.8 million for the six months ended June
30, 2002, $20.0 million for the six months ended June 30, 2001 and $32.4
million for the year ended December 31, 2001. The details of the changes to
interest expense are described in the table below.
SIX MONTHS ENDED JUNE 30,
--------------------------- YEAR ENDED
2002 2001 DECEMBER 31, 2001
---------- -------------- ------------------
(IN MILLIONS)
Estimated interest on $750.0 million 7 5/8%
Senior Subordinated Notes offered by
L-3 Communications ......................... $ 28.6 $ 28.6 $ 57.2
Amortization of deferred debt issue costs
incurred on $750.0 million Senior
Subordinated Notes offered by
L-3 Communications ......................... 0.9 0.9 1.8
Eliminate interest on the senior
subordinated interim loan(a) ............... (13.4) (21.6) (38.0)
Eliminate interest on $225.0 million 10 3/8%
Senior Subordinated Notes due 2007 ......... (11.7) (11.7) (23.3)
Eliminate amortization of deferred debt
issue costs incurred on $225.0 million
10 3/8% Senior Subordinated Notes due
2007 ....................................... (0.4) (0.4) (0.8)
Eliminate interest on borrowings under the
senior credit facilities (on $445.6
million)(a) ................................ (10.8) (15.8) (29.3)
------- ------- -------
Total adjustments to pro forma interest
expense ................................... $ (6.8) $ (20.0) $ (32.4)
======= ======= =======
----------
(a) The adjustments to pro forma interest expense for the pro forma
adjustments for borrowings under the senior credit facilities and
senior subordinated interim loan are based on the average prevailing
interest rates that L-3 would have paid on those borrowings for the
periods presented had such borrowings been outstanding at the beginning
of each of the periods presented. The average prevailing interest rates
on the senior credit facilities would have been 4.86% for the six
months ended June 30, 2002, 7.11% for the six months ended June 30,
2001 and 6.57% for the year ended December 31, 2001. The average
prevailing interest rates on the senior subordinated interim loan would
have been 5.36% for the six months ended June 30, 2002, 8.65% for the
six months ended June 30, 2001, and 7.59% for the year ended December
31, 2001.
The pro forma statements of operations do not reflect interest income on
the $316.4 million pro forma cash balance at January 1, 2001 that we would
have had after the Offerings.
6. The pro forma adjustments for our Acquisitions and the Offerings were all
tax-effected, as appropriate, using an estimated statutory (federal and
state) tax rate of 40.0%. The pro forma
8
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
adjustments also include an income tax (benefit) provision (($0.8) million
for the six months ended June 30, 2001 and $1.1 million for the year ended
December 31, 2001) to record the aggregate income tax expense for the
historical results of operations of KDI, EER, BT Fuze and SY to the
statutory income tax rate of 40.0% that they would have incurred had we
acquired them on January 1, 2001, but did not because they were not subject
to income tax prior to their acquisition by us.
7. Our diluted weighted average shares outstanding and diluted earnings per
share give effect to the assumed conversion of the 7,361,964 shares
issuable upon the conversion of $300.0 million of our 51/4% Convertible
Senior Subordinated Notes due 2009 (the "Convertible Notes"). The assumed
conversion results in the addition of $5.2 million of after-tax interest
expense savings to reported net income for the six months ended June 30,
2002 and $10.5 million for the year ended December 31, 2001 for the
purposes of calculating diluted earnings per share. The assumed conversion
of the Convertible Notes for the six months ended June 30, 2001 were
anti-dilutive, and therefore, their conversion was not assumed for that
period.
8. The pro forma statement of operations for the six months ended June 30, 2001
includes the following unaudited historical financial data for our
Acquisitions.
BT SY
KDI(a) EER(a) SPAR EMG FUZE TECHNOLOGY AIS PKI ACQUISITIONS
------ ------ ---- --- ---- ---------- --- --- ------------
(IN MILLIONS)
Sales ..................... $ 16.2 $ 49.3 $ 48.1 $ 33.0 $ 13.4 $ 30.6 $ 435.5 $ 41.1 $ 667.2
Costs and expenses ........ 16.6 47.4 41.5 30.4 13.7 27.9 428.2 43.6 649.3
-------- -------- ------- ------- ------ ------- -------- ------ --------
Operating income (loss) .. (0.4) 1.9 6.6 2.6 (0.3) 2.7 7.3 (2.5) 17.9
Interest and other income
(expense) ................ (1.6)(b) (4.0)(c) 0.5 -- -- -- (0.7) (0.1) (5.9)
Interest expense .......... 0.3 -- -- -- -- 0.1 -- -- 0.4
-------- -------- ------- ------- ------ ------- -------- ------ --------
Income (loss) before
income taxes ........... (2.3) (2.1) 7.1 2.6 (0.3) 2.6 6.6 (2.6) 11.6
Income tax provision
(benefit) ................ -- -- 2.7 -- -- -- 3.6 (1.0) 5.3
-------- -------- ------- ------- ------ ------- -------- ------ --------
Income (loss) from
continuing operations .. $ (2.3) $ (2.1) $ 4.4 $ 2.6 $ (0.3) $ 2.6 $ 3.0 $ (1.6) $ 6.3
======== ======== ======= ======= ====== ======= ======== ====== ========
----------
(a) Represents historical results of operations for the four-month period
ended April 30, 2001.
(b) Includes a charge to write-down excess inventory of $1.7 million.
(c) Includes a charge of $4.2 million of investment banking fees and other
non-recurring charges.
9
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
9. Adjustments to costs and expenses relating to the Acquisitions are presented
in the table below:
SIX MONTHS
ENDED YEAR ENDED
JUNE 30, 2001 DECEMBER 31, 2001
--------------- ------------------
(IN MILLIONS)
Eliminate historical goodwill amortization
for AIS, EMG, Spar and PKI(a) .................. $ (15.5) $ (30.7)
Increase to goodwill amortization for KDI and EER
for higher goodwill recorded by L-3 than their
historical amounts of goodwill(a) .............. 0.7 0.7
------- -------
Total pro forma adjustments to costs and
expenses .................................... $ (14.8) $ (30.0)
======= =======
----------
(a) In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 142, no goodwill amortization expenses would have been recorded by
us in 2001 for the acquisitions of EMG, Spar, BT Fuze, SY, AIS and PKI
because these acquisitions were completed after June 30, 2001.
Additionally, in accordance with SFAS No. 142, effective January 1,
2002 goodwill amortization is no longer being recorded for any of the
Acquisitions.
The assets and liabilities recorded in connection with the purchase price
allocations for the Acquisitions are all based upon preliminary estimates
of fair values for contracts in process, estimated costs in excess of
billings to complete contracts in process, inventories, identifiable
intangibles and deferred taxes. Actual adjustments will be based on the
final purchase prices and final appraisals and other analyses of fair
values which are in process. With the exception of the AIS acquisition, we
do not expect the differences between the preliminary and final purchase
price allocations for the acquisitions to be material. Material differences
between the preliminary and final purchase price allocations for the AIS
acquisition could result from the valuation of contracts in process,
estimated costs in excess of billings to complete contracts in process,
identifiable intangibles, deferred income taxes and pension and
postretirement benefits and other items. A review of the contracts in
process and identifiable intangible assets included in the AIS acquisition
is being performed. All of the data required to prepare this review and the
related valuations is not currently available and at this time it is not
practicable to reasonably estimate these valuations. In addition, no
adjustment has been made to contracts in process which will be valued at
their estimated contract prices less the estimated costs to complete and an
allowance for a normal profit on the effort to complete such contracts.
Although the final purchase price allocation for the contracts in process,
estimated costs in excess of billings to complete contracts in process,
deferred taxes and pension and postretirement benefits of AIS could
materially affect the amount of goodwill recorded for AIS, such final
purchase price allocations are not expected to have a material effect on
our results of operations. Furthermore, any allocation of purchase price to
identifiable intangible assets with finite lives will result in additional
amortization expense and a reduction to the estimated goodwill for AIS. For
example, an allocation of $50.0 million to identifiable intangible assets
with a 10 year life would result in an increase of $5.0 million per annum
to costs and expenses and a decrease of $3.0 million per annum to income
from continuing operations.
10. The pro forma adjustments for the Offerings for the six months ended June
30, 2001 and the year ended December 31, 2001 do not include an
extraordinary charge of $16.2 million ($9.9 million after-tax) related to
the repurchase and redemption of our $225.0 million 10 3/8% Senior
Subordinated Notes due 2007. The extraordinary charge includes the call
premium of 5.188% or approximately $11.7 million and fees and other
expenses of approximately $4.5 million, including the write-off of the
unamortized deferred debt issue costs on the $225.0 million 10 3/8% Senior
Subordinated Notes due 2007. The extraordinary charge is not included in the
pro forma adjustments because it is not a component of income (loss) from
continuing operations. However, had the repurchase and redemption occurred
on January 1, 2001, the extraordinary charge would
10
have reduced pro forma basic earnings per common share by $0.11 and pro forma
diluted earnings per common share by $0.10 for the six months ended June 30,
2001 and for the year ended December 31, 2001.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
11. Our basic and diluted weighted average common shares outstanding for the
six months ended June 30, 2001 were increased by 6.1 million shares, and
for the year ended December 31, 2001 were increased by 3.1 million shares
of common stock to give effect to the assumed completion of our May 2001
Common Stock Offering as of January 1, 2001.
12. The pro forma statement of operations for the year ended December 31, 2001
includes the following unaudited historical financial data for our
Acquisitions.
BT SY
KDI(a) EER(a) SPAR(b) EMG(b) FUZE(c) TECHNOLOGY(c) AIS PKI ACQUISITIONS
------ ------ ------- ------ ------- ------------- --- --- ------------
(IN MILLIONS)
Sales .....................$ 16.2 $ 49.3 $ 76.9 $ 52.2 $ 34.7 $ 62.0 $ 918.6 $ 86.1 $ 1,296.0
Costs and expenses ........ 16.6 47.4 67.8 49.1 32.8 56.5 876.7 88.6 1,235.5
-------- -------- -------- -------- ------- ------- -------- ------ ----------
Operating income (loss) .. (0.4) 1.9 9.1 3.1 1.9 5.5 41.9 ( 2.5) 60.5
Interest and other income
(expense) ................ (1.6)(d) (4.0)(e) (0.4)(f) (3.8)(g) -- -- (1.4) (0.1) (11.3)
Interest expense .......... 0.3 -- -- -- -- 0.2 -- -- 0.5
-------- -------- -------- -------- ------- ------- -------- ------ ----------
Income (loss) before
income taxes ........... (2.3) (2.1) 8.7 (0.7) 1.9 5.3 40.5 (2.6) 48.7
Income tax provision
(benefit) ................ -- -- 3.3 0.3 -- -- 22.1 (1.0) 24.7
-------- -------- -------- -------- ------- ------- -------- ------ ----------
Income (loss) from
continuing operations ..$ (2.3) $ (2.1) $ 5.4 $ (1.0) $ 1.9 $ 5.3 $ 18.4 $ (1.6) $ 24.0
======== ======== ======== ======== ======= ======= ======== ======= ==========
----------
(a) Represents historical results of operations for the four-month period
ended April 30, 2001.
(b) Represents historical results of operations for the ten-month period
ended October 31, 2001.
(c) Represents historical results of operations for the eleven-month period
ended November 30, 2001.
(d) Includes a charge to write-down excess inventory of $1.7 million.
(e) Includes a charge of $4.2 million for investment banking fees and other
non-recurring charges.
(f) Includes a $1.4 million restructuring charge.
(g) Includes a $3.8 million restructuring charge.
The historical results of operations for KDI, EER, BT Fuze and SY do not
include a provision for income taxes because they each were either an S
Corporation or a Limited Liability Company and the income taxes on their
income were paid by their individual stockholders rather than the entities.
11
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): (1) on the New York Stock
Exchange or such other national security exchanges on which our common stock
are listed, in transactions that may include special offerings and exchange
distributions pursuant to and in accordance with the rules of such exchanges,
(2) in the over-the-counter market, or (3) 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.
12
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, file reports and other
information with 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 a
regional public reference facility maintained by the SEC located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. 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).
As permitted by the rules and regulations of the SEC, this prospectus
omits certain information contained in the registration statement on Form S-3,
as amended, of which this prospectus is a part. For further information with
respect to the Company and the common stock, reference is made to the
registration statement and the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS 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 Description of our common stock contained in our registration statement
on Form S-3/A dated June 19, 2002 (File No. 333-84826);
o Our Annual Report on Form 10-K for the fiscal year ended December 31,
2001, as amended by our Annual Report on Form 10-K/A-1 dated June 19,
2002;
o Our Quarterly Report on Form 10-Q for the three month period ended March
31, 2002;
o Our Quarterly Report on Form 10-Q for the three month period ended June
30, 2002;
o Our Current Report on Form 8-K dated March 22, 2002;
o Our Current Report on Form 8-K dated April 24, 2002;
o Our Current Report on Form 8-K dated June 6, 2002;
o Our Current Report on Form 8-K dated June 19, 2002, which includes our
revised consolidated financial statements for the fiscal year ended
December 31, 2001; and
o Our Current Report on Form 8-K dated June 28, 2002.
You can request a copy of these filings at no cost, by writing or calling
us at the following address:
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
(212) 697-1111
Attention: Corporate Secretary.
You should only rely on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. This prospectus shall not constitute an offer of
shares of common stock in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other than the date on the front of this document.
13
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be passed
upon by Simpson Thacher & Bartlett, New York, New York.
EXPERTS
The following financial statements have been incorporated by reference in
this prospectus in reliance of the reports of PricewaterhouseCoopers LLP,
independent accountants, given on their authority as experts in accounting and
auditing:
o Our consolidated financial statements as of December 31, 2001 and 2000
and for the three years ended December 31, 2001 incorporated by reference
in this prospectus from our Current Report on Form 8-K dated June 19,
2002; and
o The combined financial statements of Aircraft Integration Systems
Business as of December 31, 2001 and 2000 and for the three years ended
December 31, 2001 incorporated by reference in this prospectus from our
Current Report on Form 8-K dated March 22, 2002.
14
L-3 COMMUNICATIONS HOLDINGS, INC.
448,582 SHARES OF COMMON STOCK
---------------------
PROSPECTUS
, 2002
---------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by us in connection with the offering
described in this Registration Statement are as follows:
Registration Fee .......................... $ 2,315
Legal fees and expenses ................... 20,000
Accounting fees and expenses .............. 15,000
Printing and duplicating expenses ......... 5,000
Miscellaneous expenses .................... 1,000
-------
Total .................................... $43,315
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
for, among other things:
a. 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;
b. 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;
c. 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
a. and b. above; and
d. 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,
the Registrant's certificate of incorporation (the "Certificate of
Incorporation") authorizes indemnification of the Registrant's officers and
directors, subject to a case-by-case determination that they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the Registrant, and in the case of any criminal proceeding,
they had no reasonable cause to believe their conduct was unlawful. In the
event that a Change in Control (as defined in the Certificate of Incorporation)
shall have occurred, the proposed indemnitee director or officer may require
that the determination of whether he met the standard of conduct be made by
special legal counsel selected by him. In addition, whereas the DGCL would
require court-ordered indemnification, if any, in cases in which a person has
been adjudged to be liable to the Registrant, the Certificate of Incorporation
also permits indemnification in such cases if and to the extent that the
reviewing party determines that such indemnity is fair and reasonable under the
circumstances.
The Certificate of Incorporation requires 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 Certificate of
Incorporation provides that indemnification shall include not only
II-1
reasonable expenses, but also penalties, fines and amounts paid in settlement.
Unless ordered by a court, such indemnification shall not include judgments.
Under the Certificate of Incorporation, no officer or director is entitled to
indemnification or advancement of expenses with respect to a proceeding brought
by him against the Registrant other than a proceeding seeking or defending such
officer's or director's right to indemnification or advancement of expenses.
Finally, the Certificate of Incorporation provides 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 Certificate of Incorporation purports to confer upon officers and
directors contractual rights to indemnification and advancement of expenses as
provided therein. In addition, as permitted by the DGCL, the Registrant has
entered into indemnity agreements with its directors and selected officers that
provide contract rights substantially identical to the rights to
indemnification and advancement of expenses set forth in the Certificate of
Incorporation, as described above.
The Certificate of Incorporation limits the personal liability of
directors to the Registrant or its stockholders for monetary damages for breach
of the 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 16. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of L-3 Communications
Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the three month period
ended June 30, 2002)
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)
4.3 Form of Common Stock Certificate (incorporated by reference to exhibit
4.1 to Registration Statement on Form S-1, File No. 333-46975)
5 Opinion of Simpson Thacher & Bartlett as to the validity of issuance of
common stock
23.1 Consent of PricewaterhouseCoopers LLP with respect to the consolidated
financial statements of L-3 Communications Holdings, Inc. and L-3
Communications Corporation
23.2 Consent of PricewaterhouseCoopers LLP with respect to the combined
financial statements of Aircraft Integration Systems Business
24 Powers of Attorney (included on pages II-4 and II-5 hereof)
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(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 Selection 10(a)(3)
of the Securities Act of 1933;
(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
II-2
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 maximum 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 no more than a 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 of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by the director, officer or
controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrants will,
unless in the opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on September 17, 2002.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Christopher C. Cambria
-------------------------------
Christopher C. Cambria
Senior Vice President-General
Counsel
and Secretary
SIGNATURES AND POWERS OF ATTORNEY
Each person whose signature appears below authorizes Christopher C.
Cambria, Michael T. Strianese, Frank C. Lanza, Robert V. LaPenta, or any of
them, as his attorney in fact and agent, with full power of substitution and
resubstitution, to execute, in his name and on his behalf, in any and all
capacities, this Registration Statement on Form S-3 and any amendments thereto
(and any additional registration statement related thereto permitted by Rule
462 (b) promulgated under the Securities Act of 1933 (and all further
amendments including post-effective amendments thereto)) necessary or advisable
to enable the registrant to comply with the Securities Act of 1933, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in respect thereof, in connection with the registration of the securities which
are the subject of such registration statement, which amendments may make such
changes in such registration statement as such attorney may deem appropriate,
and with full power and authority to perform and do any and all acts and things
whatsoever which any such attorney or substitute may deem necessary or
advisable to be performed or done in connection with any or all of the
above-described matters, as fully as each of the undersigned could do if
personally present and acting, hereby ratifying and approving all acts of any
such attorney or substitute.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Frank C. Lanza Chairman, Chief Executive Officer and September 17, 2002
---------------------------- Director
Frank C. Lanza
/s/ Robert V. LaPenta President, Chief Financial Officer and September 17, 2002
---------------------------- Director
Robert V. LaPenta
/s/ Michael T. Strianese Senior Vice President -- Finance September 17, 2002
----------------------------
Michael T. Strianese
/s/ Thomas A. Corcoran Director September 17, 2002
----------------------------
Thomas A. Corcoran
/s/ Robert B. Millard Director September 17, 2002
----------------------------
Robert B. Millard
/s/ John E. Montague Director September 17, 2002
----------------------------
John E. Montague
/s/ John M. Shalikashvili Director September 17, 2002
-----------------------------
John M. Shalikashvili
II-4
SIGNATURE TITLE DATE
--------- ----- ----
Director
-----------------------------
Arthur L. Simon
/s/ Alan H. Washkowitz Director September 17, 2002
-----------------------------
Alan H. Washkowitz
II-5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
4.1 Amended and Restated Certificate of Incorporation of L-3 Communications Holdings, Inc. (incorporated by reference
to Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for the three month period ended June 30, 2002)
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)
4.3 Form of Common Stock Certificate (incorporated by reference to exhibit 4.1 to Registration Statement on Form S-1,
File No. 333-46975)
5 Opinion of Simpson Thacher & Bartlett as to the validity of issuance of common stock
23.1 Consent of PricewaterhouseCoopers LLP with respect to the consolidated financial statements of L-3 Communications
Holdings, Inc. and L-3 Communications Corporation
23.2 Consent of PricewaterhouseCoopers LLP with respect to the combined financial statements of Aircraft Integration
Systems Business
24 Powers of Attorney (included on pages II-4 and II-5 hereof)