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): September 6, 2012

L-3 COMMUNICATIONS HOLDINGS, INC.

L-3 COMMUNICATIONS CORPORATION

(Exact names of registrants as specified in their charters)

DELAWARE	001-14141                 333-46983	13-3937434                     13-3937436
(State or other Jurisdiction of Incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

600 THIRD AVENUE, NEW YORK, NEW YORK	10016
(Address of Principal Executive Offices)	(Zip Code)

Registrants’ 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))

SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

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

On September 6, 2012, the Board of Directors (the “Board”) of each of L-3 Communications Holdings, Inc. and L-3 Communications Corporation (together, the “Company”) elected Lloyd W. Newton to serve as a director of the Company. The Company expects Mr. Newton to stand for election at the annual meeting of shareholders in April 2013.

Mr. Newton’s compensation for his services as a director will be consistent with that of the Company’s other non-employee directors. He will receive the pro rata portion of the annual board member retainer for service on the Board (currently $106,000 per year). Mr. Newton may elect to receive this compensation in cash, the Company’s common stock or a combination thereof. Mr. Newton will also receive the pro rata portion of the Company’s annual board member equity award of restricted stock units (based on a grant date fair value of $120,000 per year).

Other than the standard compensation arrangements, there are no arrangements or understandings between Mr. Newton and any other person pursuant to which he was elected as a director. Mr. Newton is not a party to any transaction with the Company that would require disclosure under item 404(a) of Regulation S-K.

L-3 Communications Holdings, Inc. issued a press release on September 11, 2012, announcing the election of Mr. Newton. The press release is attached hereto as Exhibit 99.1.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 Financial Statements and Exhibits

(d) EXHIBITS

Exhibit Number	Title
99.1	Press Release dated September 11, 2012 announcing the election of Lloyd W. Newton as a director of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have 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/ Allen E. Danzig

Name:	Allen E. Danzig
Title:	Vice President, Assistant General Counsel and Assistant Secretary

Dated: September 12, 2012

EXHIBIT INDEX

Exhibit Number	Title
99.1	Press Release dated September 11, 2012, announcing the election of Lloyd W. Newton as a director of the Company.

EX-99.1

Exhibit 99.1

Contact:	L-3 Communications
	Corporate Communications 212-697-1111

For Immediate Release

L-3 Elects General Lloyd W. Newton to Its Board of Directors

NEW YORK, September 11, 2012 – L-3 Communications (NYSE: LLL) announced today that General Lloyd W. “Fig” Newton (U.S. Air Force – retired) has been elected to its board of directors. Following this election, the company’s board is comprised of 10 members, nine of whom are independent directors.

“I am very pleased to welcome General Newton to L-3’s board of directors,” said Michael T. Strianese, L-3’s chairman, president and chief executive officer. “He is a distinguished military veteran and L-3 will benefit from his leadership experience and broad industry knowledge. General Newton’s demonstrated success in both corporate and military environments makes him a valuable addition to the L-3 board.”

Throughout his 34-year military career, General Newton served in a number of command and staff positions in the U.S. Air Force. From 1997 until his retirement in 2000, he was commander of the Air Education and Training Command, where he was responsible for the recruiting, training and education of Air Force personnel. His command included 13 bases, more than 43,000 active duty personnel and 14,000 civilians. He also served as an Air Force congressional liaison officer with the U.S. House of Representatives. During his career, he was decorated for distinguished service and received several major military and honorary academic awards. A combat aviator with more than 4,000 flight hours, General Newton was also a member of the Air Force’s Air Demonstration Squadron, the Thunderbirds.

Following his retirement from the Air Force, General Newton was executive vice president of Pratt & Whitney Military Engines until 2006. He continues to serve on several corporate boards and educational institutions, including the National Business Aviation Association (NBAA). He was also a member of the President’s Commission on White House Fellowships.

Headquartered in New York City, L-3 employs approximately 51,000 people worldwide and is a prime contractor in C³ISR (Command, Control, Communications, Intelligence, Surveillance and Reconnaissance) systems, aircraft modernization and maintenance, and national security solutions. L-3 is also a leading provider of a broad range of electronic systems used on military and commercial platforms.

L-3 Elects General Lloyd W. Newton to Its Board of Directors Page 2

To learn more about L-3, please visit the company’s website at www.L-3com.com. L-3 uses its website as a channel of distribution of material company information. Financial and other material information regarding L-3 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.

# # #