-----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, Mqm2N7P45sQE6yI+UDh33k0XYfabnxOXNCLdWQa11bZDSlTU8JQckDC80rtUky5Z ED5ZIwMiEaTzdbmi/7BwgA== 0000950136-05-006464.txt : 20051014 0000950136-05-006464.hdr.sgml : 20051014 20051014172614 ACCESSION NUMBER: 0000950136-05-006464 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051011 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051014 DATE AS OF CHANGE: 20051014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS HOLDINGS INC CENTRAL INDEX KEY: 0001056239 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14141 FILM NUMBER: 051139613 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: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-46983 FILM NUMBER: 051139614 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 8-K 1 file001.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): October 11, 2005


L-3 Communications Holdings, Inc.
L-3 Communications Corporation
(Exact Name of Registrants as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)

001-14141
333-46983
13-3937434
13-3937436
(Commission File Number) (IRS Employer Identification No.)
600 Third Avenue, New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)

(212) 697-1111
(Registrants' Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[    ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[    ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[    ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[    ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c))



Section 5 – Corporate Governance and Management

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The Board of Directors elected Peter Cohen as a director, effective October 11, 2005. Mr. Cohen joins the Board of Directors as a Class III director and a member of the Compensation Committee of the Board of Directors, to serve until the 2006 Annual Meeting of Stockholders. There are no arrangements or understandings between Mr. Cohen and any other person pursuant to which Mr. Cohen was selected as a director. There are no transactions involving Mr. Cohen that would be required to be reported under Item 404(a) of Regulation S-K.

Attached as Exhibit 99.1 hereto and incorporated herein by reference in its entirety is the press release issued by the Company on October 12, 2005 announcing the election of Mr. Cohen.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.
(c)  Exhibits.

Exhibit
Number
Description
99.1 Press Release of the Company dated October 12, 2005



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
By: /s/ Christopher C. Cambria        
Name:   Christopher C. Cambria
Title:     Senior Vice President, Secretary and
             General Counsel

Dated: October 14, 2005




L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION


EXHIBIT INDEX

Exhibit No.  Description
99.1  Press release announcing the election of Peter A. Cohen as a director.



GRAPHIC 2 spacer.gif GRAPHIC begin 644 spacer.gif K1TE&.#EA`0`!`(```````````"'Y!`$`````+``````!``$```("1`$`.S\_ ` end EX-99.1 3 file002.htm PRESS RELEASE

L-3 Communications Announces Addition to Board of Directors

NEW YORK--(BUSINESS WIRE)--Oct. 12, 2005--L-3 Communications (NYSE: LLL - News) announced today that Peter Cohen has been elected to the L-3 Communications Board of Directors. Following this addition, L-3 Communications' Board of Directors will now consist of nine members.

In 1994, Mr. Cohen founded Ramius Capital Group, LLC, an investment advisory firm with over $7.5 billion of assets under management. He is currently a Managing Member of the firm and senior member of the firm's Executive Committee.

Mr. Cohen has extensive experience in the private sector, serving as the COO of Shearson Lehman Brothers in 1981, its President in 1984 and its Chairman and CEO in 1984. In 1991, he formed Republic New York Securities and Republic Asset Management for Republic National Bank of New York, while simultaneously creating Ramius Capital Group.

"We welcome Mr. Cohen to the L-3 Communications Board," said Frank C. Lanza, chairman and chief executive officer of L-3 Communications. "As L-3 continues to expand its reach into new markets, Mr. Cohen's extensive management and financial background will make him a strong addition to our team. We look forward to benefiting from his expertise and experience in the future."

Presently, Mr. Cohen is a Director of The Mount Sinai-NYU Medical Center & Health System, as well as the Scientific Games Corporation. Over his career, he has served on a number of corporate, industry and philanthropic boards including The New York Stock Exchange, The Federal Reserve International Capital Market Advisory Committee, The Depository Trust Company, The Ohio State University Foundation, The New York City Opera, The American Express Company, GRC International, Olivetti SpA, Societe Generale de Belgique, Telecom Italia SpA, Presidential Life Corporation, The Titan Corporation and Kroll, Inc.

Mr. Cohen holds a Bachelor of Science degree from Ohio State University and an MBA from Columbia University.

Headquartered in New York City, L-3 Communications is a leading provider of Intelligence, Surveillance and Reconnaissance (ISR) systems, secure communications systems, aircraft modernization, training, and government services. The company is a leading merchant supplier of a broad array of high technology products, including guidance and navigation, sensors, scanners, fuzes, data links, propulsion systems, simulators, avionics, electro optics, satellite communications, electrical power equipment, encryption, signal intelligence, antennas and microwave components. L-3 also supports a variety of Homeland Security initiatives with products and services. Its customers include the Department of Defense, Department of Homeland Security, selected U.S. Government intelligence agencies and aerospace prime contractors.

To learn more about L-3 Communications, please visit the company's web site at www.L-3Com.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the company's Safe Harbor Compliance Statement for Forward-looking Statements included in the company's recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and the company undertakes no obligation to update these forward-looking statements.

Contact:

  L-3 Communications
Cynthia Swain, 212-697-1111
or
Financial Dynamics
Investors: Eric Boyriven, Olivia Pirovano
Media: Evan Goet
212-850-5600



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