Form 8-K L 3 COMMUNICATIONS HOLDI For: Dec 06 Filed by: L 3 COMMUNICATIONS CORP
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E-mailUNITED 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): December 6, 2016
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
(Exact names of registrants as specified in their charters)
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DELAWARE
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001-14141
333-46983
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13-3937434
13-3937436
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(State or other Jurisdiction of Incorporation)
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(Commission File Numbers)
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(IRS Employer Identification Nos.)
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600 THIRD AVENUE, NEW YORK, NEW YORK
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10016
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. — Other Events.
On December 6, 2016, L-3 Communications Holdings, Inc. (the “Company”) announced that it will change its name to L3 Technologies, Inc. effective December 31, 2016.
The name change will occur in connection with an internal reorganization to eliminate the Company’s holding company structure. The reorganization was approved by shareholders at the Company’s 2016 annual meeting held on May 3, 2016, and is expected to be consummated on December 31, 2016.
Pursuant to the reorganization, the Company will be merged with and into its wholly-owned subsidiary, L-3 Communications Corporation (the “Merger”), with the subsidiary being the surviving entity in the merger (the “Surviving Entity”). Immediately thereafter on December 31, 2016, the name of the Surviving Entity will be changed to L3 Technologies, Inc. as described above (the “Name Change”).
As a result of the Merger and the Name Change, all outstanding shares of the Company’s common stock will automatically be converted into the same number of shares of common stock of L3 Technologies, Inc., as the Surviving Entity, with economic, voting and other rights that are substantially identical.
The common stock of L3 Technologies, Inc. will commence trading effective January 3, 2017 (the first trading day of 2017) on the New York Stock Exchange under the ticker symbol “LLL”, the same ticker symbol currently used by the Company.
A copy of the press release announcing the Name Change is attached hereto as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Title
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99.1
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Press Release dated December 6, 2016, issued by L-3 Communications Holdings, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
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By:
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/s/ Allen E. Danzig
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Name:
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Allen E. Danzig
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Title:
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Vice President, Assistant General Counsel and Assistant Secretary
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Dated: December 6, 2016
Exhibit 99.1
Contact: L-3
Corporate Communications
212-697-1111
For Immediate Release
L-3 Communications to Change Name to L3 Technologies, Inc.
New Name Reflects Company’s Breadth of Technologies, Global Reach and Scale
NEW YORK, December 6, 2016 – L-3 Communications (NYSE: LLL) announced today that it will change its name to L3 Technologies, Inc., effective December 31, 2016. The new name capitalizes on L-3’s strong brand equity, while better reflecting the Company’s evolution into a leading global provider of a broad range of technology solutions. As part of its name change, L-3 will update its corporate logo and change its email and website to L3T.com on January 3, 2017. The Company’s New York Stock Exchange ticker symbol will remain the same.
Commenting on the announcement, Michael T. Strianese, L-3’s Chairman and Chief Executive Officer, said, “Over the last 20 years, L-3 has established a strong reputation for performance, entrepreneurial spirit and delivering value. We have grown our portfolio of market-leading technologies and expanded our global reach while maintaining the agility, engineering expertise and integrity that support our customers’ success. As L3 Technologies, we will deliver the same level of service and excellence that our customers have come to expect from us as we position the Company for continued growth and value creation for our shareholders.”
Headquartered in New York City, L-3 employs approximately 38,000 people worldwide and is a leading provider of a broad range of communication and electronic systems and products used on military, homeland security and commercial platforms. L-3 is also a prime contractor in aerospace systems, security and detection systems and pilot training. The company reported 2015 sales of $10.5 billion.
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.
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