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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): October 11, 2005
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| L-3
Communications Holdings, Inc. L-3 Communications Corporation |
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| (Exact Name of Registrants as Specified in Charter) | ||
| Delaware | ||
| (State or Other Jurisdiction of Incorporation) | ||
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| 001-14141 333-46983 |
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13-3937434 13-3937436 |
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| (Commission File Number) | |
(IRS Employer Identification No.) | ||||
| 600 Third Avenue, New York, New York | |
10016 | ||||
| (Address of Principal Executive Offices) | |
(Zip Code) | ||||
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| (212) 697-1111 | ||
| (Registrants' Telephone Number, Including Area Code) | ||
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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 (see General Instruction A.2. below):
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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 240.13.e-4(c)) |
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Section 5 – Corporate Governance and Management
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| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
The Board of Directors elected Peter Cohen as a director, effective October 11, 2005. Mr. Cohen joins the Board of Directors as a Class III director and a member of the Compensation Committee of the Board of Directors, to serve until the 2006 Annual Meeting of Stockholders. There are no arrangements or understandings between Mr. Cohen and any other person pursuant to which Mr. Cohen was selected as a director. There are no transactions involving Mr. Cohen that would be required to be reported under Item 404(a) of Regulation S-K.
Attached as Exhibit 99.1 hereto and incorporated herein by reference in its entirety is the press release issued by the Company on October 12, 2005 announcing the election of Mr. Cohen.
Section 9 – Financial Statements and Exhibits
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| Item 9.01 | Financial Statements and Exhibits. |
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| (c) | Exhibits. |
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| Exhibit Number |
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Description | ||||
| 99.1 | |
Press Release of the Company dated October 12, 2005 | ||||
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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.
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L-3
COMMUNICATIONS HOLDINGS, INC. L-3 COMMUNICATIONS CORPORATION |
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By: /s/ Christopher C. Cambria |
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Name: Christopher C. Cambria Title: Senior Vice President, Secretary and General Counsel |
Dated: October 14, 2005
L-3
COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
EXHIBIT INDEX
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| Exhibit No. | Description |
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| 99.1 | Press release announcing the election of Peter A. Cohen as a director. |