AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 2004 REGISTRATION NO. 333- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- L-3 COMMUNICATIONS HOLDINGS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 13-3937434 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 600 THIRD AVENUE NEW YORK, NEW YORK 10016 (Address, including zip code, of Registrant's principal executive office) 1999 LONG TERM PERFORMANCE PLAN (Full title of the Plan) CHRISTOPHER C. CAMBRIA L-3 COMMUNICATIONS HOLDINGS, INC. 600 THIRD AVENUE NEW YORK, NEW YORK 10016 (212) 697-1111 (Name, address, including zip code, and telephone number, including area code, of Registrant's agent for service) COPY TO: VINCENT PAGANO, JR., ESQ. SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017-3954 (212) 455-2000 CALCULATION OF REGISTRATION FEE ===================================================================================================================== PROPOSED MAXIMUM PROPOSED TITLE OF SECURITIES TO BE REGISTERED OFFERING MAXIMUM AMOUNT OF AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION REGISTERED(1) SHARE(2) OFFERING PRICE FEE --------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value per share........ 12,500,000 shares $69.25 $865,625,000 $109,674.69 ===================================================================================================================== (1)In addition to the shares set forth in the table, pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares registered includes an indeterminable number of shares of common stock issuable under the 1999 Long Term Performance Plan, as this amount may be adjusted as a result of stock splits, stock dividends and antidilution provisions. (2)Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act of 1933, as amended, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee is based on a price of $69.25 per share, which is the average of the high and low prices of the common stock on the New York Stock Exchange on November 9, 2004 (within 5 business days before the filing date of this Registration Statement). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the earlier registration statement, number 333-78317, are hereby incorporated by reference. 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 12th day of November, 2004. L-3 COMMUNICATIONS HOLDINGS, INC. By: /s/ Christopher C. Cambria -------------------------- Name: Christopher C. Cambria Title: Senior Vice President - General Counsel and Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christopher C. Cambria, as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacity, in connection with this Registration Statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the Registrant any and all amendments or supplements (including any and all stickers and post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorney-in-fact and agent, with full power and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Frank C. Lanza Chairman, Chief Executive Officer and Director November 12, 2004 ------------------------------------ (principal executive officer) Frank C. Lanza /s/ Robert V. LaPenta President, Chief Financial Officer and Director November 12, 2004 ------------------------------------ (principal financial officer) Robert V. LaPenta /s/ Michael T. Strianese Senior Vice President - Finance (principal November 12, 2004 ------------------------------------ accounting officer) Michael T. Strianese /s/ Claude R. Canizares Director November 12, 2004 ------------------------------------ Claude R. Canizares /s/ Thomas A. Corcoran Director November 12, 2004 ------------------------------------ Thomas A. Corcoran /s/ Robert B. Millard Director November 12, 2004 ------------------------------------ Robert B. Millard Director November , 2004 ------------------------------------ John M. Shalikashvili /s/ Arthur L. Simon Director November 12, 2004 ------------------------------------ Arthur L. Simon /s/ Alan H. Washkowitz Director November 12, 2004 --------------------------- Alan H. Washkowitz /s/ John P. White Director November 12, 2004 --------------------------- John P. White INDEX TO EXHIBITS Exhibit Number Description 4.1 Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to Registration Statement on Form S-1 (File No. 333-46975)) 4.2 Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2002) 4.3 By-Laws (incorporated herein by reference to Exhibit 3.2 to Registration Statement on Form S-1 (File No. 333-46975)) 4.4 Amendment to the 1999 Long Term Performance Plan effective as of April 27, 2004 4.5 Amendment to the 1999 Long Term Performance Plan dated May 5, 2004 5 Opinion of Simpson Thacher & Bartlett LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Simpson Thacher & Bartlett LLP (included in the opinion filed as Exhibit 5 hereto) 24 Power of Attorney (included in Part II of this Registration Statement)