UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 23, 2005
(September 21, 2005)
DRS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-08533 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:
[X] 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 1.01. ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
On September 21, 2005, DRS Technologies, Inc., a Delaware corporation
("DRS"), entered into a merger agreement (the "Merger Agreement") with
Engineered Support Systems, Inc., a Missouri corporation ("ESSI"), and Maxco,
Inc., a Missouri corporation and a direct wholly-owned subsidiary of DRS
("Maxco"). The Merger Agreement provides that, upon the terms and subject to
the conditions set forth in the Merger Agreement, Maxco will merge with and
into ESSI, with ESSI continuing as the surviving corporation and a direct
wholly-owned subsidiary of DRS (the "Merger").
The Merger Agreement further provides that, at the effective time,
each share of ESSI common stock, par value $0.01 per share (the "ESSI Stock"),
will be converted into the right to receive $43.00 per share through a
combination of cash and DRS common stock, par value $0.01 per share (the "DRS
Stock"), subject to a collar. For each of their shares of ESSI Stock, ESSI's
shareholders will be entitled to receive (i) $30.10 in cash and (ii) a
fractional portion of a share of DRS Stock equal to an exchange ratio as set
forth in the Merger Agreement, which shall be determined as follows: (a) if the
average closing price of the DRS Stock for ten trading days prior to the
closing of the Merger (the "DRS Average Stock Value") is $57.20 or greater, the
exchange ratio shall be 0.2255; (b) if the DRS Average Stock Value is less than
$57.20 but greater than $46.80, the exchange ratio shall be the quotient,
calculated to the nearest one-ten thousandth, resulting from dividing $12.90 by
the DRS Average Stock Value; and (c) if the DRS Average Stock Value is $46.80
or less, the exchange ratio shall be 0.2756.
Both DRS and ESSI have made customary representations, warranties and
covenants in the Merger Agreement. The Merger Agreement also contains customary
conditions, including approval of the Merger Agreement by holders of at least
two-thirds of the outstanding ESSI Stock; approval of the issuance of DRS Stock
by a majority of the total votes cast in a vote by DRS stockholders, in which
the total vote cast on the matter represents over 50% in interest of all DRS
Stock entitled to vote on the matter; and completion of review under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Total consideration for the Merger, including ESSI debt to be
refinanced at closing, is estimated to be approximately $1.97 billion. The cash
portion of the Merger consideration, together with the debt of ESSI to be
refinanced, is estimated to be approximately $1.49 billion. Bear Stearns & Co.,
Inc. has provided committed financing necessary for DRS to consummate the
Merger and for ongoing working capital needs. The Merger is expected to close
before the end of DRS's fiscal 2006.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1
hereto, and is incorporated into this report by reference.
On September 22, 2005, DRS and ESSI issued a joint press release
announcing their entry into the Merger Agreement, which is filed as Exhibit
99.1 hereto, and is incorporated into this report by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated September 21, 2005,
by and among DRS Technologies, Inc., Maxco, Inc. and
Engineered Support Systems, Inc.
99.1 Press Release, dated September 22, 2005, issued jointly
by DRS Technologies, Inc. and Engineered Support Systems, Inc.
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 thereunto duly authorized.
DRS TECHNOLOGIES, INC.
Date: September 22, 2005 By: /s/ Richard A. Schneider
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Name: Richard A. Schneider
Title: Executive Vice President,
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated September 21, 2005, by
and among DRS Technologies, Inc., Maxco, Inc. and Engineered
Support Systems, Inc.
99.1 Press Release, dated September 22, 2005, issued jointly by
DRS Technologies, Inc. and Engineered Support Systems, Inc.