As filed with the Securities and Exchange Commission on June 30, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
L-3 COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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13-3937434 |
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(I.R.S. Employer |
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Identification Number) |
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)
L-3 Communications Corporation Employee Stock Purchase Plan
(Full title of the plan)
Steven M. Post, Esq.
Senior Vice President, General Counsel and Corporate Secretary
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
(Name and address of agent for service)
(212) 697-1111
(Telephone number, including area code, of agent for service)
Copies of all notices, orders and communication to:
Avrohom J. Kess, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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| Large accelerated filer
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
TABLE OF CONTENTS
EXPLANATORY NOTE
L-3 Communications Holdings, Inc. (the
“Registrant”) registered 5,074,000 shares of its common
stock, par value $0.01 (
“Common Stock”), for issuance under the L-3 Communications Corporation
Employee Stock Purchase Plan (the
“Plan”) pursuant to Registration Statement on Form S-8, File No.
333-134607, filed with the Securities and Exchange Commission on
May 31, 2006. Effective
immediately, no shares of Common Stock will be issued under the Plan. Accordingly, this
Post-Effective Amendment No. 1 is being filed to deregister any shares of Common Stock that
have not yet been issued under the Plan.
Accordingly,
the Registrant hereby withdraws from registration under the Registration Statement
on Form S-8, File No.
333-134607, any shares of its Common Stock that have not yet been issued under the Plan.
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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-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this
30
th day of June, 2009.
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L-3 COMMUNICATIONS HOLDINGS, INC.
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/s/ Steven M. Post |
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Name: |
Steven M. Post, Esq. |
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Title: |
Senior Vice President, General Counsel and
Corporate Secretary |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment has been signed below by the following persons in the capacities indicated on the
30th day of June, 2009.
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Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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Vice President and Chief Financial Officer
(Principal Financial Officer)
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Corporate Controller
(Principal Accounting Officer)
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Director
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Director
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Director
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Director
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Director
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Director
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Director
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