As filed with the Securities and Exchange Commission on July 1, 1996.
Registration No. 33-59725
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
(formerly, Loral Corporation)
(Exact name of registrant as specified in its charter)
MARYLAND 13-1718360
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(Address of principal executive offices)
STEPHEN M. PIPER, ESQUIRE
VICE PRESIDENT AND ASSISTANT SECRETARY
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 897-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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EXPLANATORY STATEMENT
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On January 7, 1996, Lockheed Martin Corporation (the "Corporation") and its
wholly owned subsidiary LAC Acquisition Corporation ("LAC"), entered into an
Agreement and Plan of Merger (the "Loral Merger Agreement") with Loral
Corporation ("Loral") pursuant to which LAC agreed to commence a tender offer to
purchase all of the issued and outstanding shares of Common Stock of Loral
(together with the associated preferred stock purchase rights) for an aggregate
consideration of $38 per share, net to the seller in cash, without interest (the
"Tender Offer"). In accordance with the terms of the Tender Offer and the Loral
Merger Agreement, on April 23, 1996, LAC purchased approximately 94.5% of the
outstanding shares of Common Stock of Loral. Subsequent to the consummation of
the Tender Offer, on April 29, 1996, in accordance with the terms of the Loral
Merger Agreement, LAC merged with and into Loral and pursuant thereto each
remaining share of Common Stock of Loral not owned by LAC was converted into the
right to receive $38, each outstanding share of Common Stock of LAC was
converted into a share of Common Stock of Loral, and Loral changed its name to
Lockheed Martin Tactical Systems, Inc. ("Tactical Systems"). As a result of
these transactions, Tactical Systems became a wholly owned subsidiary of the
Corporation.
Shares previously registered by Tactical Systems for issuance from time to
time in the manner described in the Registration Statement No. 33-59725 on Form
S-3 (the "Registration Statement") and not already issued will not be issued by
Tactical Systems and, pursuant to Tactical Systems' undertakings in the
Registration Statement, Tactical Systems files this Post-Effective Amendment No.
2 thereto to remove from registration the shares of Tactical Systems common
stock registered thereunder which had not been issued as of the consummation of
the Tender Offer.
Item 8. Exhibits
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Exhibit No. Description
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24 Powers of Attorney.
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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-3 and has duly caused this Post-Effective
Amendment No. 2 to Registration Statement No. 33-59725 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of
Montgomery, State of Maryland on the 1st day of July, 1996.
LOCKHEED MARTIN TACTICAL SYSTEMS
Date: July 1, 1996 By: /s/Stephen M. Piper
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Stephen M. Piper
Vice President and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to Registration Statement No. 33-59725 has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/Norman R. Augustine Chief Executive Officer July 1, 1996
------------------- (Principal Executive Officer)
Norman R. Augustine*
/s/Marcus C. Bennett Director, Senior Vice July 1, 1996
----------------- President and Chief Financial
Marcus C. Bennett* Officer (Principal Financial
Officer)
/s/Robert E. Rulon Vice President and Controller July 1, 1996
--------------- (Principal Accounting Officer)
Robert E. Rulon*
/s/Frank C. Lanza Director July 1, 1996
--------------
Frank C. Lanza*
/s/Frank H. Menaker, Jr. Director July 1, 1996
---------------------
Frank H. Menaker, Jr.*
/s/Vance D. Coffman Director July 1, 1996
----------------
Vance D. Coffman*
* By: /s/Stephen M. Piper July 1, 1996
----------------
Stephen M. Piper
Attorney-in-Fact**
** By authority of powers of attorney filed with this registration statement.
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EXHIBIT INDEX
Exh. No. Description Page
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24 Powers of Attorney
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