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): May 8, 2018

L3 TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37975	13-3937436
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Third Avenue, New York, New York	10016
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 697-1111

 (Former name or former address if changed since last report)

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:

☐ 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 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2018, the Board of Directors (the “Board”) of L3 Technologies, Inc. (the “Company”) increased the number of directors on the Board from nine to ten and appointed Rita S. Lane to serve as a director of the Company. Ms. Lane has also been designated as a member of each of the Audit and Ethics Committee and the Nominating/Corporate Governance Committee of the Board.  The Company expects Ms. Lane to stand for election at the annual meeting of shareholders in May 2019.

Ms. Lane’s compensation for her services as a director will be consistent with that of the Company’s other non-employee directors. Accordingly, she will receive the annual board member cash retainer for service on the Board (currently $115,000 per year) and the annual audit committee member retainer for service on the Audit and Ethics Committee (currently $20,000).  Ms. Lane also received a grant of restricted stock units on May 8, 2018 with an aggregate grant date fair value of $145,000, consistent with the Company’s annual board member equity award granted to all other non-employee directors of the Company on that date.

Other than the standard compensation arrangements described above, there are no arrangements or understandings between Ms. Lane and any other person pursuant to which she was appointed as a director. Ms. Lane is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

The Company issued a press release on May 9, 2018, announcing the appointment of Ms. Lane. The press release is attached hereto as Exhibit 99.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Title
99	Press Release dated May 9, 2018, announcing the appointment of Rita S. Lane as a director of the Company.

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.

L3 TECHNOLOGIES, INC.
By:	/s/ Allen E. Danzig
Name:	Allen E. Danzig
Title:	Vice President, Assistant General Counsel and Assistant Secretary

Dated: May 9, 2018

EX-99

Exhibit 99.1

Contact: L3 Technologies Corporate Communications 212-697-1111

For Immediate Release

L3 Appoints Rita S. Lane to Its Board of Directors

NEW YORK, May 9, 2018 – L3 Technologies (NYSE:LLL) announced today that Rita S. Lane has been appointed to its Board of Directors. With her appointment, the size of the company’s board has increased to 10 members.

Ms. Lane, 55, is an accomplished engineer with more than two decades of experience in the technology sector. From July 2008 to January 2014, she served as Vice President of Operations at Apple Inc., where she oversaw the launch of the iPad^® and manufacturing of the Mac^® Desktop & Accessories product lines. Prior to that, she was Senior Vice President, Integrated Supply Chain, and before that, she was Chief Procurement Officer at Motorola. She started her business career as an engineer with IBM, where she enjoyed a successful 14-year tenure within the company’s Systems & Personal Computer division and rose to Vice President, Integrated Supply Chain. Earlier in her career, she served five years in the U.S. Air Force working in space launch.

“I am pleased to welcome Rita to L3’s Board of Directors,” said Christopher E. Kubasik, L3’s Chairman, Chief Executive Officer and President. “She is a proven leader with an extensive engineering and operational background, as well as expertise in innovation across global businesses. Her insights and analytical perspective will be invaluable as we execute our growth strategy.”

“It is an honor to join the Board of L3 Technologies,” added Ms. Lane. “I am excited to be part of a team that is so dedicated to driving innovation and technology in support of mission-critical capabilities.”

A distinguished graduate of the U.S. Air Force Academy with a Bachelor of Science degree in Electrical Engineering, Ms. Lane earned a Master of Science degree in Electrical Engineering from Purdue University and a Master of Business Administration from the University of California, Berkeley.She is also a current member of the Board of Directors of Philips Lighting NV and Sanmina Corporation.

Headquartered in New York City, L3 Technologies employs approximately 31,000 people worldwide and is a leading provider of a broad range of communication, electronic and sensor systems used on military, homeland security and commercial platforms. L3 is also a prime contractor in aerospace systems, security and detection systems, and pilot training. The company reported 2017 sales of $9.6 billion.

L3 Appoints Rita S. Lane to Its Board of Directors   Page 2

To learn more about L3, please visit the company’s website at www.L3T.com. L3 uses its website as a channel of distribution of material company information. Financial and other material information regarding L3 is routinely posted on the company’s website and is readily accessible.

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. Statements that are predictive in nature, that depend upon or refer to events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “will,” “could” and similar expressions 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.

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