-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8bwTltzbgQUpm0olGluGxGeX35XPJDomzs2K/yukeyHft3CLn09baoY8rke+JGY hZ/LlcivDSUtW9EosiZatQ== 0000950136-98-000999.txt : 19980520 0000950136-98-000999.hdr.sgml : 19980520 ACCESSION NUMBER: 0000950136-98-000999 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 7 333-46983 FILED AS OF DATE: 19980519 EFFECTIVENESS DATE: 19980519 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001039101 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-52981 FILM NUMBER: 98627645 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 1216971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS ILEX SYSTEMS INC CENTRAL INDEX KEY: 0001059160 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133992952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-52981-01 FILM NUMBER: 98627646 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYGIENETICS ENVIRONMENTAL SERVICES CENTRAL INDEX KEY: 0001059161 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133992505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-52981-02 FILM NUMBER: 98627647 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CALIFORNIA MICROWAVE INC CENTRAL INDEX KEY: 0001059162 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 130478540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-52981-03 FILM NUMBER: 98627648 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 S-1MEF 1 REGISTRATION OF ADDITIONAL SHARES AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1998 REGISTRATION NOS. 333- 333- 333- 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- L-3 COMMUNICATIONS HYGIENETICS ENVIRONMENTAL SERVICES, CORPORATION INC. (Exact name of registrant (Exact name of registrant as specified in its charter) as specified in its charter) DELAWARE DELAWARE (State of incorporation) (State of incorporation) 3812, 3663, 3679 3812, 3663, 3679 (Primary Standard Industrial (Primary Standard Industrial Classification Code Number) Classification Code Number) 13-3937436 13-3992505 (I.R.S. Employer (I.R.S. Employer Identification Number) Identification Number) 600 THIRD AVENUE 600 THIRD AVENUE NEW YORK, NEW YORK 10016 NEW YORK, NEW YORK 10016 (212) 697-1111 (212) 697-1111 (Address, including zip code, and (Address, including zip code, and telephone number, including area telephone number, code, of registrant's principal including area code, of registrant's executive offices) principal executive offices) L-3 COMMUNICATIONS SOUTHERN CALIFORNIA ILEX SYSTEMS, INC. MICROWAVE, INC. (Exact name of registrant (Exact name of registrant as specified in its charter) as specified in its charter) DELAWARE CALIFORNIA (State of incorporation) (State of incorporation) 3812, 3663, 3679 3812, 3663, 3679 (Primary Standard Industrial (Primary Standard Industrial Classification Code Number) Classification Code Number) 13-3992952 13-0478540 (I.R.S. Employer (I.R.S. Employer Identification Number) Identification Number) 600 THIRD AVENUE 600 THIRD AVENUE NEW YORK, NEW YORK 10016 NEW YORK, NEW YORK 10016 (212) 697-1111 (212) 697-1111 (Address, including zip code, and (Address, including zip code, and telephone number, including area telephone number, including area code, of registrant's principal code, of registrant's principal executive offices) executive offices)
CHRISTOPHER C. CAMBRIA L-3 COMMUNICATIONS CORPORATION 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. KIRK A. DAVENPORT SIMPSON THACHER & BARTLETT LATHAM & WATKINS 425 LEXINGTON AVENUE 885 THIRD AVENUE NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10022 (212) 455-2000 (212) 906-1200
----------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PRICE(1) REGISTRATION FEE - ------------------------------------------ -------------- -------------------- ----------------- Senior Subordinated Notes due 2007 ("Notes") ............................... $30,000,000 $30,000,000 $ 8,850.00 Guarantees relating to Notes(2) ......... (--) (--) None
(1) Estimated solely for the purpose of calculating the registration fee. (2) No separate consideration will be received for the Guarantees. ----------------- 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. - 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 for the same offering. [X] File Nos. 333-46983, 333-46983-01, 333-46983-02 and 333-46983-03 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- The contents of the Registration Statement on Form S-1 (File Nos. 333-46983, 333-46983-01, 333-46983-02 and 333-46983-03), filed pursuant to the Securities Act of 1933, as amended, are hereby incorporated by reference in this Registration Statement. II-1 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused the Registration Statement or amendments thereto to be signed on its behalf by the undersigned, thereunto duly authorized, on May 18, 1998. L-3 COMMUNICATIONS CORPORATION By: /s/ Christopher C. Cambria ------------------------------------ Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act, the Registration Statement has been signed on the 18th day of May, 1998 by the following persons in the capacities indicated:
SIGNATURE TITLE - -------------------------------------- -------------------------------------------------------- * Chairman, Chief Executive Officer and Director - --------------------------------- (Principal Executive Officer) Frank C. Lanza * President, Chief Financial Officer (Principal Financial - --------------------------------- Officer) and Director Robert V. LaPenta * Vice President -- Finance and Controller (Principal - --------------------------------- Accounting Officer) Michael T. Strianese * Director - --------------------------------- David J. Brand * Director - --------------------------------- Thomas A. Corcoran * Director - --------------------------------- Alberto M. Finali * Director - --------------------------------- Eliot M. Fried * Director - --------------------------------- Frank H. Menaker, Jr. * Director - --------------------------------- Robert B. Millard * Director - --------------------------------- John E. Montague * Director - --------------------------------- Alan H. Washkowitz *By: /s/ Christopher C. Cambria ----------------------------- Attorney-in-Fact
II-2 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused the Registration Statement or amendments thereto to be signed on its behalf by the undersigned, thereunto duly authorized, on May 18, 1998. HYGIENETICS ENVIRONMENTAL SERVICES, INC. By: /s/ Christopher C. Cambria ---------------------------------------- Vice President, Secretary and Director Pursuant to the requirements of the Securities Act, the Registration Statement has been signed on the 18th day of May, 1998 by the following persons in the capacities indicated:
SIGNATURE TITLE - -------------------------------------- ------------------------------------------------------ * Chief Executive Officer and Director (Principal - --------------------------------- Executive Officer) Frank C. Lanza * Chief Financial Officer (Principal Financial Officer) - --------------------------------- and Director Robert V. LaPenta * Vice President, Principal Accounting Officer - --------------------------------- and Director Michael T. Strianese /s/ Christopher C. Cambria Director - --------------------------------- Christopher C. Cambria *By: /s/ Christopher C. Cambria ----------------------------- Attorney-in-Fact
II-3 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused the Registration Statement or amendments thereto to be signed on its behalf by the undersigned, thereunto duly authorized, on May 18, 1998. L-3 COMMUNICATIONS ILEX SYSTEMS, INC. By: /s/ Christopher C. Cambria ------------------------------------ Vice President, Secretary and Director Pursuant to the requirements of the Securities Act, the Registration Statement has been signed on the 18th day of May, 1998 by the following persons in the capacities indicated:
SIGNATURE TITLE - -------------------------------------- ------------------------------------------------------ * Chief Executive Officer and Director (Principal - --------------------------------- Executive Officer) Frank C. Lanza * Chief Financial Officer (Principal Financial Officer) - --------------------------------- and Director Robert V. LaPenta * Vice President, Principal Accounting Officer - --------------------------------- and Director Michael T. Strianese /s/ Christopher C. Cambria Director - --------------------------------- Christopher C. Cambria *By: /s/ Christopher C. Cambria ----------------------------- Attorney-in-Fact
II-4 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused the Registration Statement or amendments thereto to be signed on its behalf by the undersigned, thereunto duly authorized, on May 18, 1998. SOUTHERN CALIFORNIA MICROWAVE, INC. By: /s/ Christopher C. Cambria ------------------------------------ Vice President, Secretary and Director Pursuant to the requirements of the Securities Act, the Registration Statement has been signed on the 18th day of May, 1998 by the following persons in the capacities indicated:
SIGNATURE TITLE - -------------------------------------- ------------------------------------------------------ * Chief Executive Officer and Director (Principal - --------------------------------- Executive Officer) Frank C. Lanza * Chief Financial Officer (Principal Financial Officer) - --------------------------------- and Director Robert V. LaPenta * Vice President, Principal Accounting Officer - --------------------------------- and Director Michael T. Strianese /s/ Christopher C. Cambria Director - --------------------------------- Christopher C. Cambria * Director - --------------------------------- William Kirk *By: /s/ Christopher C. Cambria ----------------------------- Attorney-in-Fact
II-5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------------------ ----------------------------------------------------------------------------------------- **1.1 Form of Underwriting Agreement among L-3 Communications Corporation and the Underwriters named therein **3.1 Certificate of Incorporation of L-3 Communications Corporation. **3.2 By-Laws of L-3 Communications Corporation. **3.3 Certificate of Incorporation of Hygienetics Environmental Services, Inc. **3.4 By-laws of Hygienetics Environmental Services, Inc. **3.5 Certificate of Incorporation of L-3 Communications ILEX Systems, Inc. **3.6 By-laws of L-3 Communications ILEX Systems, Inc. **3.7 Certificate of Incorporation of Southern California Microwave, Inc. **3.8 By-laws of Southern California Microwave, Inc. **4.1 Form of Indenture between L-3 Communications Corporation and the Trustee, including the form of Note and Guarantee. **5 Opinion of Simpson Thacher & Bartlett. **10.1 Credit Agreement, dated as of April 30, 1997 among L-3 Communications Corporation and lenders named therein, as amended. **10.2 Indenture dated as of April 30, 1997 between L-3 Communications Corporation and The Bank of New York, as Trustee. **10.3 Stockholders Agreement dated as of April 30, 1997 among L-3 Communications Corporation and the stockholders parties thereto. **10.4 Transaction Agreement dated as of March 28, 1997, as amended, among Lockheed Martin Corporation, Lehman Brothers Capital Partners III, L.P., Frank C. Lanza, Robert V. LaPenta and L-3 Communications Holdings, Inc. **10.5 Employment Agreement dated April 30, 1997 between Frank C. Lanza and L-3 Communications Holdings, Inc. **10.51 Employment Agreement dated April 30, 1997 between Robert V. LaPenta and L-3 Communications Holdings, Inc. **10.6 Lease dated as of April 29, 1997 among Lockheed Martin Tactical Systems, Inc., L-3 Communications Corporation and KSL, Division of Bonneville International. **10.61 Lease dated as of April 29, 1997 among Lockheed Martin Tactical Systems, L-3 Communications Corporation and Unisys Corporation. **10.62 Sublease dated as of April 29, 1997 among Lockheed Martin Tactical Systems, Inc., L-3 Communications Corporation and Unisys Corporation. **10.7 Limited Noncompetition Agreement dated April 30, 1997 between Lockheed Martin Corporation and L-3 Communications Corporation. **10.8 Asset Purchase Agreement dated as of December 19, 1997 between L-3 Communications Corporation and California Microwave, Inc. **10.81 Asset Purchase Agreement dated as of February 10, 1998 between FAP Trust and L-3 Communications Corporation. **10.82 Asset Purchase Agreement dated as of March 30, 1998 among AlliedSignal Inc., AlliedSignal Technologies, Inc., AlliedSignal Deutschland GMBH and L-3 Communications Corporation. **10.9 Form of Stock Option Agreement for Employee Options. **10.91 Form of 1997 Stock Option Plan for Key Employees. **10.10 L-3 Communications Corporation Pension Plan. **12 Ratio of earnings to fixed charges. **23.1 Consent of Simpson Thacher & Bartlett (also see Exhibit 5). 23.2 Consent of Coopers & Lybrand L.L.P., independent certified public accountants. 23.3 Consent of Ernst & Young LLP, independent certified public accountants. 23.31 Consent of Ernst & Young LLP, independent certified public accountants. 23.4 Consent of KPMG Peat Marwick LLP, independent certified public accountants. 24 Powers of Attorney of L-3 Communications Corporation. 24.1 Power of Attorney of Southern California Microwave, Inc., L-3 Communications ILEX Systems, Inc. and Hygienetics Environmental Services, Inc. **25 Statement of Eligibility of Trustee on Form T-1.
- ---------- ** Previously filed. EX-23.2 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the inclusion in this registration statement on Form S-1 of (i) our report dated February 2, 1998 on our audits of the consolidated financial statements of L-3 Communications Corporation and subsidiaries as of December 31, 1997 and for the nine months then ended, the combined financial statements of the Predecessor Company for the three months ended March 31, 1997, and as of December 31, 1996 and for the year then ended, and (ii) our report, dated March 20, 1997, on our audits of the combined financial statements of the Loral Acquired Businesses for the three months ended March 31, 1996 and for the year ended December 31, 1995, and (iii) our report, dated February 23, 1998, on our audit of the combined financial statements of AlliedSignal Ocean Systems (a wholly owned operation of AlliedSignal, Inc.) as of and for the year ended December 31, 1997. Our report on the combined financial statements of the Predecessor Company as of and for the year ended December 31, 1996 indicates that our opinion, insofar as it relates to the financial statements of the Lockheed Martin Communications Systems Division as of December 31, 1996 included in such combined financial statements, is based solely on the report of other auditors. We also consent to the reference to our Firm under the caption "Experts". Coopers & Lybrand L.L.P. New York, New York May 18, 1998 EX-23.3 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 7, 1997, with respect to the combined financial statements of Lockheed Martin Communications Systems Division as of and for the years ended December 31, 1996 (not presented separately herein) and 1995, included in the Company's Registration Statement on Form S-1 and the related Prospectus for the registration of $180,000,000 of Senior Subordinated Notes due 2008. Ernst & Young LLP Washington, D.C. May 18, 1998 EX-23.31 4 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.31 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 27, 1998, with respect to the financial statements of Satellite Transmission Systems Division of California Microwave, Inc., included in the Company's Registration Statement on Form S-1 and the related Prospectus for the registration of $180,000,000 of Senior Subordinated Notes due 2008. Ernst & Young LLP Melville, New York May 14, 1998 EX-23.4 5 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.4 CONSENT OF INDEPENDENT AUDITORS The Board of Directors ILEX Systems, Inc: We consent to the use of our report included herein and to the reference to our firm under the heading "Experts" in the Prospectus. KPMG Peat Marwick LLP San Jose, California May 18, 1998 EX-24 6 POWER OF ATTORNEY POWER OF ATTORNEY We, the undersigned directors and officers of L-3 Communications Corporation, do hereby constitute and appoint Christopher C. Cambria and Michael T. Strianese, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said Corporation to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 18th day of May, 1998 by the following persons in the capacities indicated:
SIGNATURE TITLE - ----------------------------- ----------------------------------------------------------- /s/ Frank C. Lanza ----------------------------- Chairman, Chief Executive Officer and Director (Principal Frank C. Lanza Executive Officer) /s/ Robert V. LaPenta ----------------------------- President, Chief Financial Officer (Principal Financial Robert V. LaPenta Officer) and Director /s/ Michael T. Strianese ----------------------------- Vice President--Finance and Controller (Principal Michael T. Strianese Accounting Officer) /s/ David J. Brand ----------------------------- David J. Brand Director /s/ Thomas A. Corcoran ----------------------------- Thomas A. Corcoran Director /s/ Albert M. Finali ----------------------------- Albert M. Finali Director /s/ Eliot M. Fried ----------------------------- Eliot M. Fried Director /s/ Frank H. Menaker, Jr. ----------------------------- Frank H. Menaker, Jr. Director /s/ Robert B. Millard ----------------------------- Robert B. Millard Director /s/ John E. Montague ----------------------------- John E. Montague Director /s/ Alan H. Washkowitz ----------------------------- Alan H. Washkowitz Director
EX-24.1 7 POWER OF ATTORNEY POWER OF ATTORNEY We, the undersigned directors and officers of Hygienetics Environmental Services, Inc., do hereby constitute and appoint Christopher C. Cambria and Michael T. Strianese, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said Corporation to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 18th day of May, 1998 by the following persons in the capacities indicated:
SIGNATURE TITLE - ------------------------------ ---------------------------------------------------------- /s/ Frank C. Lanza -------------------------- Chief Executive Officer and Director (Principal Frank C. Lanza Executive Officer) /s/ Robert V. LaPenta -------------------------- Chief Financial Officer (Principal Financial Robert V. LaPenta Officer) and Director /s/ Michael T. Strianese -------------------------- Vice President and Principal Accounting Officer Michael T. Strianese /s/ Christopher C. Cambria -------------------------- Director Christopher C. Cambria
POWER OF ATTORNEY We, the undersigned directors and officers of L-3 Communications ILEX Systems, Inc., do hereby constitute and appoint Christopher C. Cambria and Michael T. Strianese, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said Corporation to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed on the 18th day of May, 1998 by the following persons in the capacities indicated:
SIGNATURE TITLE - ------------------------------ ---------------------------------------------------------- /s/ Frank C. Lanza -------------------------- Chief Executive Officer and Director (Principal Frank C. Lanza Executive Officer) /s/ Robert V. LaPenta -------------------------- Chief Financial Officer (Principal Financial Robert V. LaPenta Officer) and Director /s/ Michael T. Strianese -------------------------- Vice President and Principal Accounting Officer Michael T. Strianese /s/ Christopher C. Cambria -------------------------- Director Christopher C. Cambria
POWER OF ATTORNEY We, the undersigned directors and officers of Southern California Microwave, Inc., do hereby constitute and appoint Christopher C. Cambria and Michael T. Strianese, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said Corporation to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed on the 18th day of May, 1998 by the following persons in the capacities indicated:
SIGNATURE TITLE - ------------------------------ ---------------------------------------------------------- /s/ Frank C. Lanza -------------------------- Chief Executive Officer and Director (Principal Frank C. Lanza Executive Officer) /s/ Robert V. LaPenta -------------------------- Chief Financial Officer (Principal Financial Robert V. LaPenta Officer) and Director /s/ Michael T. Strianese -------------------------- Vice President and Principal Accounting Officer Michael T. Strianese /s/ Christopher C. Cambria -------------------------- Director Christopher C. Cambria /s/ William Kirk -------------------------- Director William Kirk
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