As filed with the Securities and Exchange Commission on June 30, 2009

Registration No. 333-134607     

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

L-3 COMMUNICATIONS HOLDINGS, INC.

Delaware		13-3937434
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)

L-3 Communications Corporation Employee Stock Purchase Plan
(Full title of the plan)

Steven M. Post, Esq.
Senior Vice President, General Counsel and Corporate Secretary
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
(Name and address of agent for service)

(212) 697-1111
(Telephone number, including area code, of agent for service)

Copies of all notices, orders and communication to:

Avrohom J. Kess, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

 

 

EXPLANATORY NOTE

     L-3 Communications Holdings, Inc. (the “Registrant”) registered 5,074,000 shares of its common stock, par value $0.01 (“Common Stock”), for issuance under the L-3 Communications Corporation Employee Stock Purchase Plan (the “Plan”) pursuant to Registration Statement on Form S-8, File No. 333-134607, filed with the Securities and Exchange Commission on May 31, 2006. Effective immediately, no shares of Common Stock will be issued under the Plan. Accordingly, this Post-Effective Amendment No. 1 is being filed to deregister any shares of Common Stock that have not yet been issued under the Plan.

     Accordingly, the Registrant hereby withdraws from registration under the Registration Statement on Form S-8, File No. 333-134607, any shares of its Common Stock that have not yet been issued under the Plan.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 30^th day of June, 2009.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed below by the following persons in the capacities indicated on the 30^th day of June, 2009.

Signature		Title
/s/ Michael T. Strianese   Michael T. Strianese		Chairman, President and Chief Executive Officer (Principal Executive Officer)
/s/ Ralph G. D’Ambrosio   Ralph G. D’Ambrosio		Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Dan Azmon   Dan Azmon		Corporate Controller (Principal Accounting Officer)
Robert B. Millard		Director
/s/ Claude R. Canizares   Claude R. Canizares		Director
/s/ Thomas A. Corcoran   Thomas A. Corcoran		Director
/s/ John M. Shalikashvili   John M. Shalikashvili		Director
/s/ Arthur L. Simon   Arthur L. Simon		Director
/s/ Alan H. Washkowitz   Alan H. Washkowitz		Director
/s/ John P. White   John P. White		Director