UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 11, 2005
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ENGINEERED SUPPORT SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
MISSOURI 0-13880 43-1313242
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
201 Evans Lane, St. Louis, Missouri 63121
(Address of principal executive officer) (Zip Code)
Registrant's telephone number including area code: (314) 553-4000
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))
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On April 11, 2005, Engineered Support Systems, Inc. (the
"Company") issued press releases announcing that,
effective April 30, Michael F. Shanahan Sr. will serve in
the capacity of nonexecutive Chairman of the Board of
Directors, a change from his current position as Chairman
of the Board of Directors, and that, effective April 11,
2005, Daniel A. Rodrigues has been promoted to President
and Chief Operating Officer of the Company.
In his role as nonexecutive Chairman, Shanahan will focus
on overall strategic direction and corporate governance
matters with the Board of Directors and Office of the
Chief Executive. Rodrigues previously had been the
Company's Group President-Support Systems and assumes the
role of President previously filled by Gerald A. Potthoff
and that of Chief Operating Officer which had been vacant.
Potthoff remains Vice Chairman and Chief Executive
Officer.
The information set forth in the Company's press releases
dated April 11, 2005 (attached hereto as Exhibits 99.1 and
99.2) with respect to the biographical information of
Messrs. Shanahan and Rodrigues is incorporated herein by
reference to such press releases in response to this Item.
During 2004, as the Company's Group President-Support
Systems, Mr. Rodrigues received an annual salary of
$220,000, a bonus of $120,000 and was entitled to
participate in all Company benefit plans. He also received
options to purchase 25,000 shares of Company common stock
with an exercise price of $55.25, expiring in 2009. The
Company and Mr. Rodrigues expect to enter into an
employment agreement in connection with his promotion to
President and Chief Operating Officer of the Company.
Although not yet finalized, the terms of the agreement are
expected to contain a base salary of $350,000 with a bonus
target set at 60% of his base pay, or $210,000, as well as
the granting of options. When executed, the terms of
employment will be filed under an amended report on From
8-K/A.
Copies of the press releases dated April 11, 2005
announcing Messrs. Shanahan and Rodrigues' change of
position are filed as Exhibits 99.1 and 99.2,
respectively, to this Form 8-K and are incorporated herein
by reference in their entirety.
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibit is filed as part of this report:
Exhibit Number Description
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99.1 Press Release dated April 11, 2005,
issued by Engineered Support Systems,
Inc., announcing Michael F. Shananhan's
new role as Nonexecutive Chairman of the
Board of Directors.
99.2 Press Release dated April 11, 2005,
issued by Engineered Support Systems,
Inc., announcing Daniel A. Rodrigues as
President and Chief Operating Officer.
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.
ENGINEERED SUPPORT SYSTEMS, INC.
Date: April 14, 2005 BY: /s/ Gary C. Gerhardt
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Gary C. Gerhardt
Vice Chairman and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated April 11, 2005,
issued by Engineered Support Systems,
Inc., announcing Michael F. Shananhan's
new role as Nonexecutive Chairman of the
Board of Directors.
99.2 Press Release dated April 11, 2005,
issued by Engineered Support Systems,
Inc., announcing Daniel A. Rodrigues as
President and Chief Operating Officer.