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): October 23, 2008 (October 22, 2008)
DRS
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-08533
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13-2632319
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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5
Sylvan Way, Parsippany, New Jersey 07054
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(Address
of principal executive offices)
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(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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___________________________________________________________________
Item
1.01 Entry into a Material Definitive
Agreement
DRS
Technologies, Inc. (the “Company”) entered into a fourth supplemental indenture,
dated as of October 22, 2008 (the "Fourth Supplemental Indenture"), to the
indenture, dated as of January 31, 2006 as supplemented by a supplemental
indenture, dated as of February 8, 2006, a second supplemental indenture, dated
as of February 13, 2006, and a third supplemental indenture, dated as of
February 20, 2007 (together, the "Indenture"), among the Company, the Guarantors
(as defined therein), and the Bank of New York Mellon (f/k/a The Bank of New
York), as trustee (the "Trustee"), pursuant to which the Company's 2.00%
Convertible Senior Notes due 2026 were issued (the "Notes"). The
Fourth Supplemental Indenture provides that, as of the effective date of the
Merger (as defined below), each $1,000 aggregate principal amount of Notes
surrendered for conversion will be convertible solely into cash, in an amount
equal to the product of (x) $81.00, and (y) a number equal to the conversion
rate immediately prior to the effective date as increased in accordance with
Section 12.2(e) of the Indenture, subject to adjustment on the same terms as
provided in Article XII of the Indenture.
The
foregoing description of the Fourth Supplemental Indenture is not complete and
is qualified in its entirety by reference to the full text of the Fourth
Supplemental Indenture, a copy of which is filed as Exhibit 10.1 to this Form
8-K and is incorporated by reference herein.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
October 22, 2008, pursuant to a definitive merger agreement dated May 12, 2008
(the “Merger Agreement”) among the Company, Finmeccanica - Societá per azioni, a
societá per azioni organized under the laws of Italy ("Finmeccanica") and Dragon
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
(“Sub”), Sub merged with and into the Company (the “Merger”). The
Company survived the Merger and, as a result, became a wholly-owned subsidiary
of Meccanica Holdings USA, Inc. ("Holdings"), a Delaware corporation and
wholly-owned subsidiary of Finmeccanica.
In
connection with the closing of the Merger pursuant to the Merger Agreement, the
Company has notified the New York Stock Exchange that each share of the
Company’s common stock, $0.01 par value per share (the “DRS Common Stock”), has
been converted into the right to receive $81.00 in cash, without interest, and
has requested that the New York Stock Exchange file with the Securities and
Exchange Commission (the “SEC”) an application on Form 25 to strike the DRS
Common Stock from listing and registration thereon. In addition, the Company
filed with the SEC on October 22, 2008 a Certification on Form 15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting
that the DRS Common Stock be deregistered and that DRS’s reporting obligations
under Sections 13 and 15(d) of the Exchange Act be suspended.
Item
5.01. Changes in Control of Registrant.
On
October 22, 2008, pursuant to the Merger Agreement, Sub merged with and into the
Company. Under the terms of the Merger Agreement, each share of DRS Common
Stock outstanding at the effective time of the Merger was cancelled and
converted into the right to receive $81.00 in cash, without
interest. The Company survived the Merger and, as a result, became a
wholly-owned subsidiary of Holdings.
Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
(d) Pursuant
to the Merger Agreement, at the effective time of the Merger, the Board of
Directors of Sub became the Board of Directors of the Company. All of
the members of the Board of Directors of the Company immediately prior to the
effective time of the Merger were also members of the Board of Directors of Sub
at the effective time of the Merger and therefore remain directors of the
Company. In addition, Simone Bemporad, Giuseppe Giordo and Giovanni
Soccodato were members of the Board of Directors of Sub at the effective time of
the Merger and became directors of the Company at such time.
The
Company expects to enter into an arrangement with each director who is not an
employee of any company within the Finmeccanica Group, including the Company,
that will entitle him to cash compensation for his service on the Board of
Directors. The details of these arrangements have not yet been
determined.
1. Mr.
Bemporad. Mr. Bemporad is Chief Executive Officer of
Finmeccanica North America Inc., a wholly-owned subsidiary of Finmeccanica, and
President of Holdings, the parent company of the Company and a wholly-owned
subsidiary of Finmeccanica. Mr. Bemporad’s membership on any
committees of the Board of Directors has not yet been determined.
2. Mr.
Giordo. Mr. Giordo is Chief Executive Officer of Alenia North
America, Inc., a wholly-owned subsidiary of Finmeccanica. Mr. Giordo
also holds positions in other companies within the Finmeccanica
Group. Mr. Giordo’s membership on any committees of the Board of
Directors has not yet been determined.
3. Mr.
Soccodato. Mr. Soccodato is Senior Vice President, Strategy
Department, of Finmeccanica. Mr. Soccodato also holds positions in
other companies within the Finmeccanica Group. Mr. Soccodato’s
membership on any committees of the Board of Directors has not yet been
determined.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant
to the Merger Agreement, at the effective time of the Merger, the Bylaws of the
Company, as in effect immediately prior to the effective time of the Merger,
were amended and restated in their entirety.
A
copy of the Amended and Restated Bylaws of the Company is filed as Exhibit 3.1
hereto and incorporated herein by reference.
Item
8.01 Other Items
On
October 22, 2008, the Company issued a press release announcing the completion
of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
(d) Exhibits
The
following items are included as exhibits to this report:
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Bylaws of DRS Technologies, Inc., dated October 22,
2008.
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10.1
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Fourth
Supplemental Indenture, dated as of October 22, 2008.
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99.1
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Press
Release of DRS Technologies, Inc., dated October 22,
2008.
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___________________________________________________________________
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.
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DRS TECHNOLOGIES,
INC.
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(Registrant)
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Date:
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October
23, 2008
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By:
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/s/ RICHARD A.
SCHNEIDER
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Richard
A. Schneider
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Executive
Vice President, Chief Financial
Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Bylaws of DRS Technologies, Inc., dated October 22,
2008.
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10.1
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Fourth
Supplemental Indenture, dated as of October 22, 2008.
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99.1
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Press
Release of DRS Technologies, Inc., dated October 22,
2008.
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