______________________________________________
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):
July 23, 2008
DYNAMICS
RESEARCH CORPORATION
(Exact
name of registrant as specified in its charter)
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Massachusetts
(State
or other jurisdiction
of
incorporation)
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000-023479
(Commission
File
Number)
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04-2211809
(IRS
Employer
Identification
No.)
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60
Frontage Road
Andover,
Massachusetts 01810
(Address
of principal executive offices)(Zip Code)
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Registrant's
telephone number, including area code:
(978)
475-9090
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______________________________________________
Check
the appropriate box if the Form 8-K filing is intended
to simultaneously satisfy the reporting obligation of the registrant under
any
of the following provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 of the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) Exchange
Act
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ITEM 1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On
July
23, 2008, the Board of Directors (the “Board”) of Dynamics Research Corporation,
a Massachusetts corporation (the “Company”), authorized and declared a dividend
distribution of one right (a “Right”) for each outstanding share of the
Company’s common stock, par value $0.10 per share (the “Common Stock”), to
stockholders of record at the close of business on such date (the “Record
Date”). Each Right entitles the registered holder to purchase from the Company
one-hundredth of a share of Series B Preferred Stock, par value $.10 per share,
of the Company (the “Preferred Stock”), at a price of $59.09 per one
one-hundredth of a Preferred Share (the “Purchase Price”), subject to
adjustment. The definitive terms of the Rights are set forth in a
Rights Agreement, dated as of July 23, 2008 (the “Rights Agreement”), between
the Company and American Stock Transfer & Trust Company, LLC, as Rights
Agent (the “Rights Agent”).
The
Rights will replace preferred share purchase rights which are currently attached
to common shares (the “Old Rights”), which will expire on July 27,
2008. The Old Rights were issued pursuant to a Rights Agreement,
dated as of February 17, 1998, as amended, between the Company and the Rights
Agent. Subsequent to July 27, 2008, the Old Rights will be of no
further force or effect.
The
Rights are not exercisable until the Distribution Date. The
Distribution Date will occur after the earlier of the following events: (i)
10
days following a public announcement that a person or group of affiliated or
associated persons (an “Acquiring Person”) have acquired beneficial ownership of
15% or more of the outstanding Common Stock (the “Stock Acquisition Date”) or
(ii) 10 business days (or such later date as may be determined by action of
the
Board of Directors of the Company prior to such time as any person or group
of
affiliated or associated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Stock
(the earlier of such dates being the “Distribution Date”).
Until
the
Distribution Date or the earlier redemption, expiration or termination of the
Rights, the Rights associated with the Common Stock shall be evidenced by the
Common Stock certificates alone and the registered holders of Common Stock
shall
also be the registered holders of the associated Rights, and the surrender
for
transfer of any of such certificates shall also constitute the transfer of
the
Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (“Right Certificates”) will be
mailed to holders of record of the Common Shares as of the close of business
on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights.
The
Rights are not exercisable until the Distribution Date. The Rights
will expire on July 27, 2018 (the “Expiration Date”), unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described
below. The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon exercise of
the
Rights are subject to adjustment from time to time to prevent dilution (i)
in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares; (ii) upon the grant to holders of
the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock
with
a conversion price, less than the then-current market price of the Preferred
Stock; or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness, assets, cash or stock (excluding regular periodic
cash dividends paid out of earnings or retained earnings or dividends payable
in
Preferred Stock) or of subscription rights, options or warrants (other than
those referred to above.
The
number of outstanding Rights and the number of one one-hundredths of a Preferred
Share issuable upon exercise of each Right are also subject to adjustment in
the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations or combinations
of
the Common Stock occurring, in any such case, prior to the Distribution
Date.
Shares
of
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a
minimum preferential quarterly dividend payment of $1.00 per share but will
be
entitled to an aggregate dividend of 100 times the dividend declared per share
of Common Stock. In the event of liquidation, the holders of
Preferred Stock will be entitled to a minimum preferential liquidation payment
of $100.00 per share but will be entitled to an aggregate payment of 100 times
the payment made per share of Common Stock. Each share of Preferred
Stock will have 100 votes, voting together with the Common
Stock. Finally, in the event of any merger, consolidation or other
transaction in which Common Stock is exchanged, each share of Preferred
Stock
will
be
entitled to receive 100 times the amount received per share of Common
Stock. These rights are protected by customary anti-dilution
provisions.
Because
of the nature of the Preferred Stock dividend, liquidation and voting rights,
the value of the one one-hundredth interest in a share of Preferred Stock
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.
In
the
event that the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold
after a person or group has become an Acquiring Person, proper provision will
be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right,
that
number of shares of common stock of the acquiring company which at the time
of
such transaction will have a market value of two times the exercise price of
the
Right. In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the
right
to receive upon exercise that number of shares of Common Stock having a market
value of two times the exercise price of the Right.
At
any
time after any person or group becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in
whole
or in part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional Preferred Stock will be issued (other than
fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts) and, in lieu thereof, an adjustment in cash will be
made.
At
any
time prior to the later of the Stock Acquisition Date and the Distribution
Date,
the Board of Directors of the Company may redeem the Rights, in whole but not
in
part, at a price of $.01 per Right (the “Redemption Price”). The
redemption of the Rights may be made effective at such time on such basis with
such conditions as the Board of Directors, in its sole discretion, may
establish. Immediately upon any redemption of the Rights, the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price, without interest
thereon.
The
terms
of the Rights may be amended by the Board of Directors of the Company without
the consent of the holders of the Rights or Common Shares.
Until
a
Right is exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote
or
to receive dividends.
The
Rights Agreement relating to certain of the matters discussed above is filed
as
Exhibit 4.1 to this report and is incorporated herein by
reference. This summary description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement.
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Item
3.03
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MATERIAL
MODIFICATION TO RIGHTS OF SECURITY
HOLDERS.
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The
information included in Item 1.01 is incorporated by reference into this
item.
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Item
5.03
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL
YEAR.
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On
July
23, 2008, in connection with the Rights Agreement the Board approved an Amended
Certificate of Designation, Preferences And Rights of Series B Preferred Stock
(the “Certificate of Designation”) setting forth the rights, powers and
preferences of the Series B Preferred Stock. The Company filed the
Certificate of Designation with the Secretary of the Commonwealth of
Massachusetts on the same day.
The
summary of rights and preferences of the Series B Preferred Stock set forth
in
Exhibit C to the Rights Agreement is incorporated into this Item 5.03 by
reference and is qualified in its entirety by reference to the full text of
the
Certificate of Designation. A copy of the Certificate of Designation is attached
hereto as Exhibit 3.1 and is incorporated by reference herein.
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ITEM 9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d) Exhibits
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3.1
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Certificate
of Designation with respect to the Series B Preferred Stock, par
value
$.10 per share, of the Company (attached as Exhibit A to the Rights
Agreement).
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4.1
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Rights
Agreement dated as of July 23, 2008 ("Rights Agreement") between
the
Company and American Stock Transfer & Trust Company, as Rights
Agent.
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[Remainder
of Page Intentionally Left Blank]
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
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DYNAMICS
RESEARCH CORPORATION
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Dated: July
25, 2008
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By:
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/s/
David Keleher
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David
Keleher
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Senior
Vice President,
Chief
Financial Officer and
Treasurer
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Exhibit
Index
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Exhibit
No.
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Description
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3.1
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Certificate
of Designation with respect to the Series B Preferred Stock, par
value
$.10 per share, of the Company (attached as Exhibit A to the Rights
Agreement).
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4.1
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Rights
Agreement dated as of July 23, 2008 ("Rights Agreement") between
the
Company and American Stock Transfer & Trust Company, as Rights
Agent.
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