UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): June 1321, 2019 (June 20, 2019)

L3 TECHNOLOGIES, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	001-37975	13-3937436
DELAWARE	001-37975	13-3937436
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Nos.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Third Avenue, New York, New York		10016
600 Third Avenue, New York, NY		10016
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 697-1111

~~Not~~(Former ~~Applicable~~name or former address if changed since last report)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report.)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock LLL New York Stock Exchange

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	LLL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

~~ITEM~~Item 18.01. —Other ~~Entry into a Material Definitive Agreement~~Events.

OnAs ~~June~~previously 13disclosed, ~~2019~~on October 12, 2018, L3 Technologies, Inc. (~~the~~ “~~Company~~L3”) ~~and~~entered ~~The~~into ~~Bank~~an ofAgreement ~~New~~and ~~York~~Plan ~~Mellon~~of ~~Trust~~Merger ~~Company, N.A., as trustee~~ (the “~~Trustee~~Merger Agreement”), ~~entered~~with ~~into~~Harris Corporation, a ~~Supplemental~~Delaware ~~Indenture (the~~corporation (“~~Supplemental Indenture~~Harris”) ~~following~~and ~~the~~Leopard ~~Company’s~~Merger ~~receipt~~Sub ofInc., ~~the~~a ~~requisite~~Delaware ~~consents~~corporation ofand ~~the~~a ~~holders~~wholly ofowned ~~the~~subsidiary ~~Company’s~~of ~~outstanding 4.950% Senior Notes due 2021~~Harris, ~~3.850%~~pursuant ~~Senior~~to ~~Notes~~which ~~due~~L3 ~~2023,~~and ~~3.950%~~Harris ~~Senior~~have ~~Notes due 2024~~agreed, ~~3.850%~~upon ~~Senior~~the ~~Notes~~terms ~~due 2026~~ and ~~4.400%~~subject ~~Senior~~to ~~Notes due 2028 (collectively,~~ the ~~“Notes”)~~conditions ~~pursuant~~set toforth ~~consent solicitations~~ in ~~respect~~the ofMerger ~~certain~~Agreement, ~~amendments~~ to ~~the~~effect ~~Notes~~an all-stock ~~that~~merger ~~commenced on May 30, 2019~~ (the “~~Consent Solicitations~~Merger”). The ~~Supplemental~~consummation ~~Indenture eliminates most~~ of ~~the~~ ~~restrictive covenants and certain default provisions respecting~~ the ~~Notes.~~Merger ~~Except~~is ~~for~~subject ~~the provision related~~ to the ~~removal~~satisfaction ofor ~~the~~waiver ~~Guarantees~~of ~~(as~~certain ~~defined~~conditions, inincluding, ~~the~~among ~~Supplemental Indenture)~~others, ~~the~~receipt ~~provisions~~ of ~~the~~antitrust ~~Supplemental~~clearance, ~~Indenture~~or ~~are effective upon execution but will only become operative upon consummation of~~ the ~~Consent~~making ~~Solicitations. The provision relating to the removal~~ of ~~the~~advisable ~~Guarantees~~filings, ~~will~~in ~~only become effective upon~~ the ~~release~~United ofStates ~~the Guarantees through the payoff of the Company’s~~and ~~outstanding~~certain ~~Indebtedness~~other ~~(as defined in the Supplemental Indenture)~~jurisdictions.

AWith ~~copy~~respect ofto the ~~Supplemental~~United ~~Indenture~~States, the consummation of the Merger is ~~filed~~conditioned on the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as ~~Exhibit~~amended (the 4“HSR Act”).1 toOn ~~this~~November ~~Form~~9, ~~8-K~~2018, L3 and isHarris ~~incorporated~~each ~~herein~~filed bya ~~reference~~Notification and Report Form under the HSR Act (an “HSR Notification”) with the U.S. ~~The~~Federal ~~description~~Trade ofCommission and the ~~Supplemental~~U.S. ~~Indenture~~Department isof ~~qualified~~Justice in(the ~~its~~“DOJ”). Harris voluntarily ~~entirety~~withdrew byits ~~the~~HSR ~~terms~~Notification effective as of ~~the~~December ~~Supplemental~~10, ~~Indenture~~2018 and re-filed its HSR Notification on December 11, 2018.

~~ITEM~~As ~~9.01.~~part —of ~~Financial~~the ~~Statements~~DOJ’s review of the Merger, L3 and ~~Exhibits~~Harris each received on January 10, 2019 a request for additional information and documentary materials (the “Second Request”) from the DOJ, which extended the waiting period under the HSR Act until 30 days after both L3 and Harris had complied with the Second Request or such later time as the parties agreed with the DOJ, unless the waiting period was terminated earlier.

On June 20, 2019, L3 and Harris entered into an agreement with the Department of Justice to hold separate and preserve Harris’ Night Vision business and refrain from taking any action that would jeopardize, delay, or impede the sale of the business (Dthe “Hold Separate Stipulation and Order”). Aside ~~Exhibits~~from the divestiture of Harris’ Night Vision business and associated Hold Separate Stipulation and Order and proposed final judgment, the Department of Justice is requiring no further remedies as a condition to allowing the Merger to close.

Exhibit		Description
4.1		Twelfth Supplemental Indenture, dated as of June 13, 2019, among L3 Technologies, Inc., the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee

With respect to antitrust clearance in certain of the other jurisdictions, on June 20, 2019, the Canadian Competition Bureau issued a no action letter confirming that it will not challenge the Merger, subject to implementation of the Hold Separate Stipulation and Order and proposed final judgment and divestiture of Harris’ Night Vision business; and on June 21, 2019, the European Commission and the Turkish competition authority each cleared the Merger, subject to Harris’ commitments to divest its Night Vision business.

~~SIGNATURES~~As a result of the foregoing and earlier developments related to receipt of antitrust clearance, or the making of advisable filings, in the United States and certain other jurisdictions, on June 21, 2019, L3 and Harris jointly issued a press release announcing that they have received the necessary regulatory approvals for the Merger and have set a closing date of June 29, 2019. The closing of the Merger remains subject to satisfaction of customary closing conditions.

Copies of the joint press release and the Hold Separate Stipulation and Order, with the proposed final judgment as Exhibit A thereto, are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are hereby incorporated by reference herein.

Harris previously announced that it had entered into a definitive agreement with Elbit Systems of America, LLC (“ESA”), a subsidiary of Elbit Systems Ltd., on April 5, 2019 under which Harris agreed to sell its Night Vision business to ESA for $350 million in cash, conditioned upon the completion of the Merger, regulatory approvals and customary closing conditions.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

The following exhibit is furnished herewith:

	99.1	Joint press release of L3 and Harris dated June 21, 2019.

	99.2	Hold Separate Stipulation and Order, with Proposed Final Judgment as Exhibit A, dated June 20, 2019.

Forward Looking Statements

Certain of the matters discussed in this Current Report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts may be forward-looking statements; words such as “may,” “will,” “should,” “likely,” “projects,” “guidance,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions are used to identify forward-looking statements. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. L3 and Harris caution investors that these statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond L3’s and Harris’ control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. In addition to factors previously disclosed in L3’s and Harris’ reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this Current Report, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of L3 and Harris to terminate the definitive merger agreement between L3 and Harris or the right of one or both of Harris and Elbit to terminate the definitive agreement between them that provides for the night vision divestiture; the ability to satisfy the remaining outstanding closing conditions to the merger in a timely manner or at all; the ability to obtain regulatory approvals and satisfy other closing conditions to the night vision divestiture in a timely manner or at all; delay in closing the merger or the night vision divestiture; difficulties and delays in integrating the L3 and Harris businesses or fully realizing anticipated cost savings and other benefits; and events beyond L3’s and Harris’ and Elbit’s control, such as acts of terrorism. The foregoing list of risks and uncertainties that could cause actual results to differ from those described in forward-looking statements is not exhaustive. Further information relating to factors that may impact the parties’ results and forward-looking statements are disclosed in their respective filings with the SEC.

These forward-looking statements speak only as of the date of this Current Report or as of the date they were made, and neither L3 nor Harris undertakes any obligation to update forward-looking statements. For a more detailed discussion of these factors, also see the information under the captions “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in L3’s and Harris’ Joint Proxy Statement/Prospectus that forms part of the Registration Statement on Form S-4 filed by Harris and the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in L3’s and Harris’ most recent reports on Form 10-K for the fiscal years ended December 31, 2018 and June 29, 2018, respectively, and any material updates to these factors contained in any of L3’s and Harris’ subsequent and future filings.

SIGNATURE

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.

	L3 TECHNOLOGIES, INC.
	By:	/s/ Allen E. Danzig
		Name:	Allen E. Danzig
		Title:	Vice President, Assistant General Counsel and Assistant Secretary
Date: June 21, 2019

Dated: June 13, 2019

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