form8k.htm
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): May 15, 2008 (May 12, 2008)
DRS
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-08533
|
13-2632319
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(IRS
Employer
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)
ý 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
7.01 Regulation FD Disclosure.
The
following information is furnished under Item 7.01, “Regulation FD Disclosure”,
and Item 9.01 “Financial Statements and Exhibits”. This information, including
Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
On
May 12, 2008, DRS Technologies, Inc. (the “Company”), a Delaware corporation,
Finmeccanica - Societá per azioni (“Finmeccanica”), a societá per azioni
organized under the laws of Italy, and Dragon Acquisition Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Finmeccanica (“Acquisition Sub”),
entered into an Agreement and Plan of Merger (the “Merger
Agreement”). On May 13, 2008, the Company held an investor conference
call in connection with the announcement of its entry into the Merger
Agreement. The transcript of that call is furnished as Exhibit 99.1
hereto and incorporated herein by reference. A copy of the slide
presentation presented as part of the investor conference call is furnished as
Exhibit 99.2 hereto and incorporated herein by reference.
SAFE
HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
This press release contains forward-looking statements, within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that are based on management's
beliefs and assumptions, current expectations, estimates and projections. Such
statements, including statements relating to the Company’s expectations for
future financial performance, are not considered historical facts and are
considered forward-looking statements under the federal securities laws. These
statements may contain words such as "may," "will," "intend," "plan," "project,"
"expect," "anticipate," "could," "should," "would," "believe," "estimate,"
"contemplate," "possible" or similar expressions. These statements are not
guarantees of the Company's future performance and are subject to risks,
uncertainties and other important factors that could cause actual performance or
achievements to differ materially from those expressed or implied by these
forward-looking statements and include, without limitation, demand and
competition for the Company's products and other risks or uncertainties detailed
in the Company's Securities and Exchange Commission filings. Given these
uncertainties, you should not rely on forward looking statements. Such
forward-looking statements speak only as of the date on which they were made,
and the Company undertakes no obligations to update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
IMPORTANT
INFORMATION
In
connection with the proposed Merger and required stockholder approval, the
Company will file with the Securities and Exchange Commission (the "SEC") a
proxy statement. The proxy statement will be mailed to the Company’s
stockholders and will contain information about the Company, the proposed merger
and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. In
addition to receiving the proxy statement from the Company by mail, stockholders
will be able to obtain the proxy statement, as well as other filings
containing information about the Company, without charge, from the SEC's website
(http://www.sec.gov) or, without charge, from the Company at
www.DRS.com.
PARTICIPANTS
IN SOLICITATION
The
Company and its directors and executive officers and certain other members of
management may be deemed to be participants in the solicitation of proxies in
connection with the Merger. Information concerning the Company’s participants is
set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2007, which was filed with the SEC on May 30, 2007. Additional
information regarding the interests of participants of the Company in the
solicitation of proxies in connection with the merger will be included in the
proxy statement to be filed with the SEC. The Company’s press releases and
other Company information are available at the Company’s website located at
www.DRS.com.
Item
8.01 Other Events.
The
information set forth in Item 7.01 of this Current Report is incorporated herein
by reference.
(c) Exhibits
The
following press release is included as an exhibit to this report:
|
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Transcript
of Investor Conference Call held by DRS Technologies, Inc. on May 13,
2008.
|
|
|
99.2
|
|
Slide
Presentation for Investor Conference Call held by DRS Technologies,
Inc. on May 13, 2008.
|
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.
|
|
|
DRS TECHNOLOGIES,
INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
May 15,
2008
|
|
By:
|
|
|
|
|
|
/s/ RICHARD A.
SCHNEIDER
|
|
|
|
Richard
A. Schneider
|
|
|
|
Executive
Vice President, Chief Financial
Officer
|
INDEX
TO EXHIBITS
|
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Transcript
of Investor Conference Call held by DRS Technologies, Inc. on May 13,
2008.
|
|
|
99.2
|
|
Slide
Presentation for Investor Conference Call held by DRS Technologies,
Inc. on May 13, 2008.
|