As filed with the Securities and Exchange Commission on November 29, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
L3 TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
13-3937436
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
L3 Technologies, Inc.
600 Third Avenue
New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)
 
L3 Technologies, Inc. Supplemental Savings Plan II
(Full title of the plan)
 
Ann D. Davidson, Esq.
Senior Vice President, General Counsel and Corporate Secretary
L3 Technologies, Inc.
600 Third Avenue
New York, New York 10016
(Name and address of agent for service)
 
(212) 697-1111
(Telephone number, including area code, of agent for service)
 
Copies of all notices, orders and communication to:
Karen Hsu Kelley, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ☑
 
Accelerated filer  ☐
Non-accelerated filer  ☐ (Do not check if a smaller reporting company)
 
Smaller reporting company  ☐
   
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.                 ☐
 
CALCULATION OF REGISTRATION FEE  
                         
Title of securities to be registered
 
Amount to be
registered
   
Proposed
maximum
offering
price per
share(2)
   
Proposed
maximum
aggregate offering
price
   
Amount of
registration fee
 
Deferred Compensation Obligations (1)
 
$
30,000,000
     
100
%
 
$
30,000,000
   
$
3,735
 
 
(1)
Represents unsecured obligations of L3 Technologies, Inc. (the “Company”) to pay deferred compensation in accordance with the terms of the L3 Technologies, Inc. Supplemental Savings Plan II.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended.
 
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended, and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the L3 Technologies, Inc. Supplemental Savings Plan II (the “Plan”) as covered by this Registration Statement on Form S-8 (the “Registration Statement”) and as required by Rule 428(b)(1).
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE.
 
The following documents filed with the Securities and Exchange Commission (the “Commission”) by L3 Technologies, Inc. (the “Company”) are hereby incorporated in this Registration Statement by reference:

(a)
Annual Report on Form 10-K of the Company for the year ended December 31, 2016;

(b)
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 29, 2017; and

(c)
Current Reports on Form 8-K filed on January 3, 2017, January 25, 2017, February 23, 2017, May 10, 2017, July 20, 2017 and November 8, 2017 and the Current Report on Form 8-K/A filed on October 31, 2017.
 
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
ITEM 4.
DESCRIPTION OF SECURITIES.
 
The Plan permits certain eligible employees of the Company and its subsidiaries to annually defer a portion of their base salary and/or eligible bonus. The Company shall establish and maintain a deferral account for each eligible employee that participates in the Plan, representing the Company’s payment obligations with respect to the deferred amounts. Participants may direct the “investment” of amounts in their deferral account by choosing among specified investment options in accordance with the terms of the Plan.  Because the Plan is unfunded, however, amounts credited to each participant’s deferral account will not represent actual shares held for their benefit in any investment fund.  Rather, each participant’s deferral account will be credited with earnings (or charged with losses) in accordance with the actual rate of return or loss on their selected investments.
 
The amount of compensation to be deferred by eligible employees will be determined in accordance with the Plan based on elections by the employee. The vested portion of each eligible employee’s deferral account will be payable upon their separation of service from the Company based on the employee’s election, in the form of a lump sum payout or in annual installments of 5, 10, 15 or 20 years.
 
The obligations of the Company under the Plan (the “Obligations”) are unsecured general obligations of the Company to pay in the future the balance of vested deferred compensation accounts from the general assets of the Company at the times designated under the Plan and pursuant to the deferral elections made thereunder. The Obligations will rank without preference with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding, and are therefore subject to the risks of the Company’s insolvency. The Obligations are not convertible into any security of the Company.  The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company, and no trustee has been appointed having the authority to take action with respect to the Obligations.
 
The Plan is generally administered by the Company’s Compensation Committee or such other committee designated to administer the Plan.  The Company may amend or terminate the Plan at any time. No amendment or termination may reduce or eliminate a participant’s accrued account balance or postpone the timing of a distribution pursuant to the Plan.
 
ITEM 5.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
Not applicable.
 
ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides for, among other things:
 
(i) permissive indemnification for expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by designated persons, including directors, officers, employees or agents of a corporation, in the event such persons are parties to litigation other than stockholder derivative actions if certain conditions are met;
 
(ii) permissive indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by designated persons, including directors, officers, employees or agents of a corporation, in the event such persons are parties to stockholder derivative actions if certain conditions are met;
 
(iii) mandatory indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by designated persons, including directors and officers of a corporation, in the event such persons are successful on the merits or otherwise in defense of litigation covered by (i) and (ii) above; and
 
(iv) that the indemnification and advancement of expenses provided for by Section 145 is not deemed exclusive of any other rights which may be provided under any bylaw, agreement, stockholder or disinterested director vote, or otherwise.
 
In addition to the indemnification provisions of the DGCL described above, the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that the Company shall, to the fullest extent permitted by the DGCL, (i) indemnify its officers and directors and (ii) advance expenses incurred by such officers or directors in relation to any action, suit or proceeding.
 
The Company’s Amended and Restated Bylaws (the “Bylaws”) require, in certain instances, the advancement of expenses to an officer or director (without a determination as to his or her conduct) in advance of the final disposition of a proceeding if such person furnishes a written undertaking to repay any advances if it is ultimately determined that he or she is not entitled to indemnification.
 
The Bylaws purport to confer upon officers and directors contractual rights to indemnification and advancement of expenses as provided therein. The right to indemnification and advancement of expenses as provided therein shall (i) vest at the time that such claimant becomes a director or officer of the Company or at the time such claimant becomes a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, at the request of the Company and (ii) continue as to the claimant even though he or she may have ceased to be a director or officer of the Company.
 
The Certificate of Incorporation limits the personal liability of directors to the Company or its stockholders for monetary damages for breach of the fiduciary duty as a director, other than liability as a director (i) for breach of duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.
 
The Company maintains officers’ and directors’ insurance covering certain liabilities that may be incurred by officers and directors in the performance of their duties.

ITEM 7.
EXEMPTION FROM REGISTRATION CLAIMED.
 
Not applicable.

ITEM 8.
EXHIBITS.

Exhibit
Number
   
Description of Exhibit
      
 
L3 Technologies, Inc. Supplemental Savings Plan II.*
      
  Opinion of Simpson Thacher & Bartlett LLP.*
      
  Consent of PricewaterhouseCoopers LLP.*
      
23.2
  Consent of Simpson Thacher & Bartlett LLP (reference is made to Exhibit 5 filed herewith).*
      
  Power of Attorney.*
 
* Filed herewith.

ITEM 9.
UNDERTAKINGS.

(a)
The undersigned registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
 
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
 
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 29th day of November, 2017.

 
L3 TECHNOLOGIES, INC.
   
 
By:
/s/ Ann D. Davidson
   
Name: Ann D. Davidson
   
Title:   Senior Vice President, General Counsel and Corporate Secretary
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on the 29th day of November, 2017.
 
Signature
 
Title
     
*
 
Chairman and Chief Executive Officer
Michael T. Strianese
 
(Principal Executive Officer)
     
*
 
Senior Vice President and Chief Financial Officer
Ralph G. D’Ambrosio
 
(Principal Financial Officer)
     
*
 
Vice President, Controller and Principal Accounting Officer
Dan Azmon
 
(Principal Accounting Officer)
     
*
 
Director
Robert B. Millard
   
     
*
 
Director
Claude R. Canizares
   
     
*
 
Director
Thomas A. Corcoran
   
     
*
 
Director
Ann E. Dunwoody
   
     
*
 
Director
Lewis Kramer
   
     
*
 
Director
Lloyd W. Newton
   
     
*
 
Director
Vincent Pagano, Jr.
   
     
*
 
Director
H. Hugh Shelton
   
     
*
 
Director
Arthur L. Simon
   
 
*By:
/s/ Ann D. Davidson
 
 
Ann D. Davidson
 
 
Attorney-in-Fact
 
 
 
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