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): June 2128, 2019 ~~(June 20, 2019)~~

L3 TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in ~~Its~~its Charter)

DELAWARE	001-37975	~~13-3937436~~	13-3937436
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
600 Third Avenue, New York, NY		10016
(Address of Principal Executive Offices)		(Zip Code)

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

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

(Former name or former address if changed since last report)

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:

☐	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, 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~~Introductory ~~8.01 Other Events.~~Note

As previously disclosed, in the Current Report on ~~October~~Form ~~12,~~8-K ~~2018,~~filed by L3 Technologies, Inc., a Delaware corporation (“L3”), with the Securities and Exchange Commission (the “SEC”) on October 15, 2018, on October 12, 2018, L3 entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Harris Corporation, a Delaware ~~corporation~~ corporation (“Harris”), and Leopard Merger Sub Inc., a Delaware corporation and a ~~wholly~~direct wholly-owned subsidiary of Harris, ~~pursuant to which L3 and Harris have agreed, upon the terms and subject to the conditions set forth in the Merger Agreement, to effect an all-stock merger~~ (~~the~~ “Merger Sub”). The consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including, among others, receipt of antitrust clearance, or the making of advisable filings, in the United States and certain other jurisdictions.

~~With~~On ~~respect~~June to29, 2019, upon the ~~United~~terms ~~States,~~and subject to the ~~consummation~~conditions ofset forth in the Merger isAgreement ~~conditioned~~and onin accordance with the ~~expiration~~applicable provisions of the ~~waiting~~Delaware ~~period~~General ~~under~~Corporation ~~the~~Law, ~~Hart-Scott-Rodino~~Merger Sub ~~Antitrust~~merged ~~Improvements~~with ~~Act~~and ofinto ~~1976,~~L3 ~~as amended~~ (the “~~HSR Act~~Merger”). OnAt ~~November~~the 9,effective ~~2018,~~time L3of ~~and~~the ~~Harris~~Merger ~~each~~(the ~~filed~~“Effective aTime”), ~~Notification~~the ~~and~~separate ~~Report~~corporate ~~Form~~existence ~~under~~of ~~the~~Merger ~~HSR~~Sub ~~Act~~ceased, ~~(an~~and ~~“HSR~~L3 ~~Notification”)~~continued ~~with~~its ~~the~~existence ~~U.S.~~under ~~Federal~~Delaware ~~Trade~~law ~~Commission~~as ~~and~~ the ~~U.S.~~surviving ~~Department~~corporation ofin ~~Justice (~~the ~~“DOJ”). Harris~~Merger ~~voluntarily~~and a ~~withdrew~~ direct ~~its~~wholly-owned ~~HSR~~subsidiary ~~Notification~~of ~~effective~~Harris, aswhich ofwas ~~December~~renamed 10“L3Harris Technologies, ~~2018~~Inc.” ~~and~~(“L3Harris”) ~~re-filed~~upon ~~its~~the ~~HSR~~consummation ~~Notification~~of onthe ~~December 11, 2018~~Merger.

AsItem ~~part~~1.01. ofEntry ~~the~~into ~~DOJ’s review of the Merger, L3 and Harris each received on January 10, 2019~~ a ~~request~~Material ~~for~~Definitive 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 earlierAgreement.

On June 2028, 2019, Harris, L3 and ~~Harris~~Merger Sub entered into ana ~~agreement~~First ~~with~~Amendment (the ~~Department~~“Amendment”) to the Merger Agreement, which provides that: (1) the name of ~~Justice~~the combined company will be changed to ~~hold~~“L3Harris ~~separate~~Technologies, ~~and~~Inc.” ~~preserve~~as ~~Harris’~~of ~~Night~~the ~~Vision~~Effective ~~business~~Time and ~~refrain~~(2) ~~from~~unless ~~taking~~and ~~any~~until ~~action~~L3Harris’ ~~that would~~Board ~~jeopardize,~~of ~~delay~~Directors shall otherwise determine, or(a) ~~impede~~up to and including June 28, 2019, the ~~sale~~fiscal year of ~~the~~L3Harris ~~business~~shall (end on the ~~“Hold~~Friday ~~Separate~~nearest ~~Stipulation~~June 30 and ~~Order”~~(b)~~. Aside~~ ~~from~~commencing June 29, 2019, the ~~divestiture~~fiscal year of ~~Harris’~~L3Harris ~~Night~~shall ~~Vision~~end ~~business~~on the Friday nearest December 31, and ~~associated~~the ~~Hold~~period ~~Separate~~commencing ~~Stipulation~~on ~~and~~June ~~Order~~29, ~~and~~2019 ~~proposed~~shall ~~final~~be ~~judgment~~a fiscal transition period ending on January 3, ~~the Department~~2020. The foregoing description of ~~Justice~~the Amendment is ~~requiring~~only noa ~~further~~summary, ~~remedies~~does asnot apurport ~~condition~~to be complete and is qualified in its entirety by reference to ~~allowing~~the full text of the ~~Merger~~Amendment, which is filed as Exhibit 2.2 to ~~close~~this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

~~With~~Item ~~respect~~1.02. toTermination ~~antitrust clearance in certain~~ of ~~the other jurisdictions, on June 20, 2019, the Canadian Competition Bureau issued~~ a noMaterial ~~action~~Definitive 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 businessAgreement.

AsIn aconnection ~~result~~with the consummation of the ~~foregoing~~Merger, ~~and~~on ~~earlier~~June ~~developments~~28, ~~related~~2019, toL3 ~~receipt~~repaid ofall ~~antitrust~~amounts ~~clearance,~~outstanding orunder the ~~making~~Credit Agreement, dated as of ~~advisable~~October ~~filings~~31, in2016 ~~the~~(as ~~United~~amended ~~States~~on ~~and~~December ~~certain~~22, ~~other~~2016 and ~~jurisdictions,~~as onfurther ~~June 21~~amended, ~~2019,~~supplemented L3or ~~and~~otherwise ~~Harris~~modified ~~jointly~~from ~~issued~~time ato ~~press~~time, ~~release~~the ~~announcing~~“Credit ~~that~~Agreement”), ~~they~~among ~~have~~L3, ~~received~~as borrower, the ~~necessary~~guarantors ~~regulatory~~party ~~approvals~~thereto, ~~for~~Bank ~~the~~of ~~Merger~~America, ~~and~~N.A., ~~have~~as ~~set~~administrative aagent, ~~closing~~swing ~~date~~line oflender ~~June~~and 29letter of credit issuer, ~~2019.~~the ~~The~~other ~~closing~~letter of credit issuers party thereto and the ~~Merger~~lenders ~~remains~~from ~~subject~~time to ~~satisfaction~~time ~~of customary~~party ~~closing~~thereto, ~~conditions~~and terminated the Credit Agreement and all commitments thereunder.

~~Copies~~Item ~~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~~2.~~1 and Exhibit 99~~01.~~2, respectively,~~ ~~and~~Completion ~~are~~of ~~hereby~~Acquisition ~~incorporated~~or byDisposition ~~reference~~of ~~herein~~Assets.

As described above, on June 29, 2019, L3 and Harris completed their previously announced ~~that~~Merger. itAs ~~had~~a ~~entered~~result ~~into~~of the Merger, L3 became a ~~definitive~~direct ~~agreement~~wholly-owned ~~with~~subsidiary ~~Elbit~~of ~~Systems~~L3Harris. At the Effective Time, each issued and outstanding share of ~~America~~common stock of L3, ~~LLC~~par value $0.01 per share (“~~ESA~~L3 Common Stock”), a(other ~~subsidiary~~than shares of ~~Elbit~~L3 ~~Systems~~Common ~~Ltd.,~~Stock onowned ~~April~~by 5Harris, ~~2019~~Merger ~~under~~Sub ~~which~~or ~~Harris~~any other direct or indirect wholly-owned subsidiary of ~~agreed~~ Harris toor ~~sell~~owned ~~its~~by ~~Night~~L3 ~~Vision~~or ~~business~~any todirect ~~ESA~~or ~~for~~indirect ~~$350~~wholly-owned ~~million~~subsidiary of L3, in ~~cash~~each case other than any such shares owned by an L3 benefit plan or held on behalf of third parties), ~~conditioned~~was ~~upon~~automatically converted into the ~~completion~~right ofto receive 1.30 (the ~~Merger~~“Exchange Ratio”) shares of L3Harris common stock, ~~regulatory~~par ~~approvals~~value ~~and~~$1.00 ~~customary~~per ~~closing~~share ~~conditions~~(“L3Harris Common Stock”).

~~Item~~L3’s 9equity awards granted prior to October 12, 2018, in accordance with the terms and conditions that were applicable to such awards prior to the Effective Time, generally automatically vested at the Effective Time and are in the process of being settled in L3Harris Common Stock (with stock options automatically converted into stock options with respect to L3Harris Common Stock), in each case, after giving effect to the Exchange Ratio and appropriate adjustments to reflect the consummation of the Merger and the terms and conditions applicable to such awards prior to the Effective Time.01 ~~Financial~~Additionally, ~~Statements~~at the Effective Time, any L3 restricted stock unit or L3 restricted stock award granted on or after October 12, 2018 was converted into a corresponding award with respect to L3Harris Common Stock, with the number of shares underlying such award adjusted based on the Exchange Ratio, and ~~Exhibits~~remained outstanding in accordance with the terms that were applicable to such award prior to the Effective Time.

~~(d) Exhibits~~The foregoing summary description of the completion of the Merger does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by L3 with the SEC on October 15, 2018 and is incorporated by reference into this Item 2.01, and to the terms of the Amendment, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.

~~EXHIBIT INDEX~~2

~~The~~Item ~~following~~3.01. ~~exhibit~~Notice isof ~~furnished~~Delisting ~~herewith:~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

	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.

On July 1, 2019, in connection with the consummation of the Merger, L3 notified the New York Stock Exchange (“NYSE”) that the Merger had been consummated and requested that the trading of L3 Common Stock on the NYSE be suspended prior to market open on July 1, 2019 and that the listing of the shares of L3 Common Stock on the NYSE be withdrawn. In addition, L3 requested that the NYSE file with the SEC a notification on Form 25 to report the delisting of the shares of L3 Common Stock from the NYSE and to deregister the shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). L3 intends to file with the SEC a Form 15 suspending L3’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Forward~~Item ~~Looking~~3.03. ~~Statements~~Material Modification to Rights of Security Holders.

~~Certain~~The ofinformation ~~the~~set ~~matters~~forth ~~discussed~~under inItem ~~this Current Report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995~~2. ~~All statements other than historical facts may be forward-looking statements; words such as “may~~01,” ~~“will,”~~Item ~~“should~~3.01,” ~~“likely,”~~Item ~~“projects,” “guidance,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions are used to identify forward-looking statements~~5. ~~Such~~01 ~~statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933~~ and ~~Section~~Item ~~21E of the Securities Exchange Act of 1934~~5.03 ~~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~~on ~~following~~Form ~~factors, among others, could cause actual results to differ materially from forward~~8-~~looking~~K 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~~incorporated ~~exhaustive.~~by ~~Further~~reference ~~information~~into ~~relating~~this toItem ~~factors that may impact the parties’ results and forward-looking statements are disclosed in their respective filings with the SEC~~3.03.

~~These~~Item ~~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~~5.01. ~~For~~Changes ~~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~~Control ~~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 filingsRegistrant.

Upon the Effective Time, a change in control of L3 occurred, and L3 became a direct wholly-owned subsidiary of L3Harris. The information contained in the Introductory Note above and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, on June 29, 2019 upon completion of the Merger, the Board of Directors (the “Board”) of L3 was reconstituted to consist of three directors, comprised of Mr. William M. Brown, Mr. Christopher E. Kubasik and Mr. Scott T. Mikuen. The then-serving members of the Board of L3, other than Mr. Kubasik, namely Robert B. Millard, Claude R. Canizares, Thomas A. Corcoran, Ann E. Dunwoody, Lewis Kramer, Rita S. Lane, Lloyd W. Newton, Vincent Pagano, Jr. and H. Hugh Shelton, voluntarily resigned as directors on June 29, 2019 upon completion of the Merger (not because of any disagreement on any matter relating to the registrant’s operations, policies or practices).

Effective on July 1, 2019, Ms. Ann D. Davidson ceased being an employee of L3. Ms. Davidson previously served as Senior Vice President, General Counsel and Corporate Secretary of L3. Ms. Davidson’s cessation of employment is amicable, and there is no disagreement between her and L3 on any matter relating to operations, policies or practices.

Effective on July 1, 2019, Mr. Jeffrey A. Miller ceased being an employee of L3. Mr. Miller previously served as Senior Vice President and President of L3’s Intelligence, Surveillance & Reconnaissance Systems Segment. Mr. Miller’s cessation of employment is amicable, and there is no disagreement between him and L3 on any matter relating to operations, policies or practices.

(e)	Compensatory Arrangements for Certain Executive Officers

In contemplation of the consummation of the Merger, on June 26, 2019 a duly constituted subcommittee of the Compensation Committee of L3’s Board of Directors (the “Subcommittee”) approved the compensation actions set forth below with respect to L3’s named executive officers (the “NEOs”).

The Subcommittee approved the following annual incentive payouts for the first half of fiscal 2019 based on: (1) each NEO’s pro-rated target bonus (representing 50% of the total annual bonus opportunity established for such NEO in early 2019), (2) L3’s operating income and free cash flow results as compared to pre-established targets for such financial measures and (3) each NEO’s individual performance: Christopher E. Kubasik, $1,261,000; Ralph G. D’Ambrosio, $583,000; Ann D. Davidson, $426,000; Todd W. Gautier, $436,000; and Jeffrey A. Miller, $443,000. The Subcommittee also approved a lump sum payment of $450,000 to Mr. Miller, subject to his acceptance of an extension of the duration of the non-competition and non-solicitation covenants applicable to him under L3’s Change in Control Severance Plan from a period of 12 months to 18 months following his separation from L3.

In addition, the Subcommittee determined that L3’s relative total shareholder return results under performance cash awards granted to the NEOs in 2017 and 2018 exceeded the maximum performance goals for such awards as adjusted to account for the reduced period of actual performance. As a result, the NEOs earned 200% of the target dollar value under the performance cash awards originally granted to them. A portion of the cash earned became payable upon the Effective Time, with the remainder subject to continued vesting through December 31, 2020 or 2021, as applicable, with partial or full acceleration in the event of a qualified separation due to death, disability, retirement, termination without cause or termination for good reason as defined under the applicable award agreements.

The Subcommittee further determined that L3’s earnings per share results under performance unit awards granted to the NEOs in 2017 and 2018 exceeded the maximum performance goals for such awards as adjusted to account for the reduced period of actual performance. As a result, the NEOs earned 200% of the target number of performance units originally granted to them. Upon the Effective Time, a portion of the earned units became payable in shares of stock (and cash in respect of accrued dividend equivalents thereon), with the remainder subject to continued vesting through December 31, 2020 or 2021, as applicable, with partial or full acceleration in the event of a qualified separation due to death, disability, retirement, termination without cause or termination for good reason as defined under the applicable award agreements.

Finally, the Subcommittee approved the termination of L3’s Executive Severance Plan effective upon the 30^th day following the filing of this Current Report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, L3’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”), and L3’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated into this Item 5.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1	Agreement and Plan of Merger, dated as of October 12, 2018, among L3 Technologies, Inc., Harris Corporation and Leopard Merger Sub Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed by L3 Technologies, Inc. with the SEC on October 15, 2018).*

2.2	First Amendment to Agreement and Plan of Merger, dated as of June 28, 2019 among L3 Technologies, Inc., Harris Corporation and Leopard Merger Sub Inc.

3.1	Amended and Restated Certificate of Incorporation of L3 Technologies, Inc., dated June 29, 2019.

3.2	Amended and Restated Bylaws of L3 Technologies, Inc., dated June 29, 2019.

*	Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. L3 Technologies, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

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.
Dated: July 1, 2019	L3 TECHNOLOGIES, INC.
	By:	/s/ Allen E. Danzig
	(Registrant)
		Name:	Allen E. Danzig
	By:	/s/ Christopher E. Kubasik
		Title:	Vice President, Assistant General Counsel and Assistant Secretary
		Name: Christopher E. Kubasik
Date: June 21, 2019
		Title: President

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