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): November 23, 2005
L-3 Communications Holdings, Inc.
L-3 Communications Corporation
(Exact Name of Registrants as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-14141 | | 13-3937434 |
| 333-46983 | | 13-3937436 |
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| (Commission File Number) | | (IRS Employer Identification No.) |
| 600 Third Avenue, New York, New York | | 10016 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
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(212) 697-1111
(Registrants’ Telephone Number, Including Area Code)
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)) |
Item 8.01. Other Information
We are filing as exhibits to this Current Report on Form 8-K the following information which is incorporated by reference in L-3 Communications Holdings, Inc.'s Registration Statement on Form S-3, which will be filed on November 23, 2005, and included in L-3 Communications Corporation's Registration Statement on Form S-4, which will also be filed on November 23, 2005:
1. Unaudited financial statements of The Titan Corporation (which we acquired on July 29, 2005) for the period ended June 30, 2005. These financial statements are attached hereto as Exhibit 99.1.
2. Financial statements and financial statement schedule of The Titan Corporation for the year ended December 31, 2004. These financial statements are attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number | | Description |
| 23.1 | | Consent of KPMG LLP |
| 99.1 | | Unaudited financial statements of The Titan Corporation for the period ended June 30, 2005 |
| 99.2 | | Financial statements and financial statement schedule of The Titan Corporation for the year ended December 31, 2004 |
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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.
| L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION |
| By: /s/ Christopher C. Cambria |
| Name: Christopher C. Cambria
Title: Senior Vice President, Secretary and
General Counsel |
Dated: November 23, 2005
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
EXHIBIT INDEX
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| Exhibit No. | | Description |
| 23.1 | | Consent of KPMG LLP |
| 99.1 | | Unaudited financial statements of The Titan Corporation for the period ended June 30, 2005 |
| 99.2 | | Financial statements and financial statement schedule of The Titan Corporation for the year ended December 31, 2004 |
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