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): July 27, 2004 --------------- L-3 COMMUNICATIONS HOLDINGS, INC. -------------------------------------------------------------------------------- (Exact Name of Registrants as Specified in Charter) DELAWARE -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-14141 13-3937434 -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 600 THIRD AVENUE, NEW YORK, NEW YORK 10016 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 697-1111 -------------------------------------------------------------------------------- (Registrants' Telephone Number, Including Area Code) ITEM 5. OTHER EVENTS QUARTERLY DIVIDEND On July 14, 2004, L-3 Communications Holdings, Inc. (L-3) issued a press release announcing that its Board of Directors has declared L-3's regular quarterly dividend of $0.10 per share, payable on September 15, 2004, to shareholders of record at the close of business on August 17, 2004. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. EQUITY-BASED COMPENSATION PLANS In addition, the number of shares of common stock available for issuance under the following Registration Statements, which relate to L-3's equity-based compensation plans, increased by one hundred percent as a result of the two-for-one stock split announced by L-3 on April 23, 2002: 333-59281, 333-64389, 333-78317, 333-64300 and 333-103752. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibits are being furnished herewith: Exhibit No. Exhibit Description ----------- ------------------- 99 Press release, dated July 27, 2004, issued by L-3 Communications Holdings, Inc. 99.1 Press release announcing the declaration of L-3 Communications Holdings, Inc.'s regular quarterly dividend ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following information is furnished pursuant to Item 12, Disclosure of Results of Operations and Financial Condition. On July 27, 2004, L-3 Communications Holdings, Inc. (L-3) issued a press release setting forth L-3's 2004 second quarter financial results. A copy of L-3's press release is attached hereto as Exhibit 99. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. L-3 COMMUNICATIONS HOLDINGS, INC. By: /s/ Christopher Cambria ---------------------------------------------- Name: Christopher C. Cambria Title: Senior Vice President, Secretary and General Counsel Dated: July 27, 2004 EXHIBIT INDEX Exhibit Number Title ------- ----- 99 Press release, dated July 27, 2004, issued by L-3 Communications Holdings, Inc. 99.1 Press Release announcing the declaration of L-3 Communications Holdings, Inc.'s regular quarterly dividend