______________________
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):
December 16, 2004 (December 15, 2004)
DRS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-08533 13-2632319
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
5 Sylvan Way, Parsippany, New Jersey 07054
(Address of principal executive offices)
(973) 898-1500
(Registrant's telephone number, including area code)
Not Applicable
(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))
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ITEM 8.01. OTHER EVENTS
On December 15, 2004, DRS Technologies, Inc. (DRS) issued a press release
announcing the terms of an offering of an additional $200 million aggregate
principal amount of its 6 7/8 percent senior subordinated notes due 2013, $50
million more than previously announced. The notes are priced at 105 percent of
the principal amount and will be issued as additional debt securities under the
indenture dated as of October 30, 2003, pursuant to which DRS, on that date,
issued $350 million aggregate principal amount of 6 7/8 percent senior
subordinated notes due 2013. The transaction is expected to close on December
23, 2004.
DRS is obligated, pursuant to its senior credit facility, to offer the lenders
under its senior credit facility their pro rata share of the net proceeds of the
offering. DRS intends to use any remaining net proceeds of the offering to
replenish cash balances, following a $42.5 million cash payment for its
previously announced acquisition of Night Vision Equipment Company on December
14, 2004, and for working capital and general corporate purposes, which may
include future acquisitions.
The 6 7/8 percent senior subordinated notes due 2013 have not been registered
under the Securities Act of 1933 and may not be offered or sold in the United
States without registration or an applicable exemption of registration
requirements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following press release is included as an exhibit to this report:
Exhibit No. Description
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99.1 DRS Technologies, Inc. Press Release dated December 15, 2004.
DRS TECHNOLOGIES, INC.
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 thereunto duly authorized.
DRS TECHNOLOGIES, INC.
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(Registrant)
Date: December 15, 2004 By: /s/ RICHARD A. SCHNEIDER
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Richard A. Schneider
Executive Vice President,
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 DRS Technologies, Inc. Press Release dated December 15, 2004.