-----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, P6N6MILkcAqNl3oD3Etr4BVUHsDuahjAO8zIybSW30kgpmO16POnR34hkyiVXdX+ dX9TJMZukOUOF2Hcqrz+hw== 0000928385-96-000861.txt : 19960702 0000928385-96-000861.hdr.sgml : 19960702 ACCESSION NUMBER: 0000928385-96-000861 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960701 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LORAL CORP /NY/ CENTRAL INDEX KEY: 0000060357 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 131718360 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-50407 FILM NUMBER: 96589133 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 POS AM 1 POST-EFFECTIVE AMENDMENT #2 TO FORM S-3 As filed with the Securities and Exchange Commission on July 1, 1996. Registration No. 33-50407 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ____________________ LOCKHEED MARTIN TACTICAL SYSTEMS, INC. (formerly, Loral Corporation) (Exact name of registrant as specified in its charter) MARYLAND 13-1718360 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6801 ROCKLEDGE DRIVE BETHESDA, MARYLAND 20817 (Address of principal executive offices) STEPHEN M. PIPER, ESQUIRE VICE PRESIDENT AND ASSISTANT SECRETARY LOCKHEED MARTIN TACTICAL SYSTEMS, INC. 6801 ROCKLEDGE DRIVE BETHESDA, MARYLAND 20817 (301) 897-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ================================================================================ EXPLANATORY STATEMENT --------------------- On January 7, 1996, Lockheed Martin Corporation (the "Corporation") and its wholly owned subsidiary LAC Acquisition Corporation ("LAC"), entered into an Agreement and Plan of Merger (the "Loral Merger Agreement") with Loral Corporation ("Loral") pursuant to which LAC agreed to commence a tender offer to purchase all of the issued and outstanding shares of Common Stock of Loral (together with the associated preferred stock purchase rights) for an aggregate consideration of $38 per share, net to the seller in cash, without interest (the "Tender Offer"). In accordance with the terms of the Tender Offer and the Loral Merger Agreement, on April 23, 1996, LAC purchased approximately 94.5% of the outstanding shares of Common Stock of Loral. Subsequent to the consummation of the Tender Offer, on April 29, 1996, in accordance with the terms of the Loral Merger Agreement, LAC merged with and into Loral and pursuant thereto each remaining share of Common Stock of Loral not owned by LAC was converted into the right to receive $38, each outstanding share of Common Stock of LAC was converted into a share of Common Stock of Loral, and Loral changed its name to Lockheed Martin Tactical Systems, Inc. ("Tactical Systems"). As a result of these transactions, Tactical Systems became a wholly owned subsidiary of the Corporation. Securities previously registered by Tactical Systems for issuance from time to time in the manner described in the Registration Statement No. 33-50407 on Form S-3 (the "Registration Statement") and not already issued will not be issued by Tactical Systems and, pursuant to Tactical Systems' undertakings in the Registration Statement, Tactical Systems files this Post-Effective Amendment No. 2 thereto to remove from registration the securities of Tactical Systems registered thereunder which had not been issued as of the consummation of the Tender Offer. Item 8. Exhibits - ------ -------- Exhibit No. Description - ----------- ----------- 24 Powers of Attorney. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement No. 33-50407 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Montgomery, State of Maryland on the 1st day of July, 1996. LOCKHEED MARTIN TACTICAL SYSTEMS Date: July 1, 1996 By: /s/Stephen M. Piper ------------------- Stephen M. Piper Vice President and Assistant Secretary Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Registration Statement No. 33-50407 has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------------------------- ------------------------------- ------------ /s/Norman R. Augustine Chief Executive Officer July 1, 1996 ------------------- (Principal Executive Officer) Norman R. Augustine* /s/Marcus C. Bennett Director, Senior Vice July 1, 1996 ----------------- President and Chief Financial Marcus C. Bennett* Officer (Principal Financial Officer) /s/Robert E. Rulon Vice President and Controller July 1, 1996 --------------- (Principal Accounting Officer) Robert E. Rulon* /s/Frank C. Lanza Director July 1, 1996 -------------- Frank C. Lanza* /s/Frank H. Menaker, Jr. Director July 1, 1996 -------------------- Frank H. Menaker, Jr.* /s/Vance D. Coffman Director July 1, 1996 ---------------- Vance D. Coffman* * By: /s/Stephen M. Piper July 1, 1996 ---------------- Stephen M. Piper Attorney-in-Fact**
** By authority of powers of attorney filed with this registration statement. 3 EXHIBIT INDEX Exh. No. Description Page - -------- ----------- ---- 24 Powers of Attorney 4 EX-24 2 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY LOCKHEED MARTIN TACTICAL SYSTEMS, INC. The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Forms S-3 and S-8 for the purpose of removing from registration under the Securities Act of 1933, as amended, (the "Securities Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known as Loral Corporation) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Norman R. Augustine June 28, 1996 - ----------------------------- Norman R. Augustine, Chief Executive Officer 5 POWER OF ATTORNEY LOCKHEED MARTIN TACTICAL SYSTEMS, INC. The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Forms S-3 and S-8 for the purpose of removing from registration under the Securities Act of 1933, as amended, (the "Securities Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known as Loral Corporation) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Marcus C. Bennett June 28, 1996 - ------------------------ Marcus C. Bennett, Director, Senior Vice President and Chief Financial Officer 6 POWER OF ATTORNEY LOCKHEED MARTIN TACTICAL SYSTEMS, INC. The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Forms S-3 and S-8 for the purpose of removing from registration under the Securities Act of 1933, as amended, (the "Securities Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known as Loral Corporation) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Robert E. Rulon June 28, 1996 - ------------------------- Robert E. Rulon, Vice President and Controller 7 POWER OF ATTORNEY LOCKHEED MARTIN TACTICAL SYSTEMS, INC. The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Forms S-3 and S-8 for the purpose of removing from registration under the Securities Act of 1933, as amended, (the "Securities Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known as Loral Corporation) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Frank C. Lanza June 28, 1996 - --------------------- Frank C. Lanza, Director 8 POWER OF ATTORNEY LOCKHEED MARTIN TACTICAL SYSTEMS, INC. The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Forms S-3 and S-8 for the purpose of removing from registration under the Securities Act of 1933, as amended, (the "Securities Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known as Loral Corporation) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Frank H. Menaker, Jr. June 28, 1996 - -------------------------- Frank H. Menaker, Jr., Director 9 POWER OF ATTORNEY LOCKHEED MARTIN TACTICAL SYSTEMS, INC. The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Forms S-3 and S-8 for the purpose of removing from registration under the Securities Act of 1933, as amended, (the "Securities Act") the securities of Lockheed Martin Tactical Systems, Inc. (formerly known as Loral Corporation) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act, granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Vance D. Coffman June 28, 1996 - --------------------- Vance D. Coffman, Director 10 -----END PRIVACY-ENHANCED MESSAGE-----