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 o
f Report (Date of Earliest Event
Reported):
May
13
, 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)
|
(Commissi
on
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
addre
ss, 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 Exchang
e 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
1
.01
Entry into a Material Definitive
Ag
reement
.
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”). Pursuant
to the Merger Agreement, Acquisition Sub will be merged with and into the
Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary
of Finmeccanica.
Upon
consummation of the Merger, each outstanding share of the Company's common
stock, par value $0.01 per share (the “Common Stock”), other than those held by
the Company, or its wholly-owned subsidiaries, Buyer or Acquisition Sub, and
other than those shares with respect to which dissenters rights are properly
exercised, will be converted into the right to receive $81.00 in cash, without
interest. Each option to purchase Common Stock of the Company will become fully
vested and converted into the right to receive the difference between $81.00 and
the exercise price per share of such option. In addition, each outstanding share
of Common Stock which is subject to a Restricted Stock Award will become fully
vested and converted into the right to receive $81.00 per share and each of the
Company’s outstanding restricted stock units will be converted into the right to
receive, for each share of Common Stock issuable upon the vesting of such
restricted stock unit, $81.00 immediately following the consummation of the
Merger.
The
completion of the Merger is subject to a number of conditions, including, but
not limited to, (i) approval by the Company's stockholders, (ii) the expiration
or termination of the applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, (iii) the receipt of certain
regulatory approvals, including, but not limited to, termination or expiration
of the CFIUS review period pursuant to the Exon-Florio Provision of the Defense
Production Act of 1950, as amended, (iv) no material adverse effect on the
Company having occurred, and (v) other customary conditions. The
completion of the Merger is also subject to no law or government order
prohibiting the Merger.
The
Company has made customary representations, warranties and covenants in the
Merger Agreement, and certain representations and warranties relating to the
businesses in which it operates, which expire at the effective time of the
Merger. The Company may not solicit competing proposals or, subject to
exceptions that permit the Board of Directors to take actions in connection with
the exercise of their fiduciary duties, participate in any discussions or
negotiations regarding alternative business transactions. In addition, the
Company has also agreed to operate its business in the ordinary course of
business, consistent with past practice pending consummation of the
Merger.
The
Merger Agreement contains specified termination rights for the parties, and
provides that, in certain circumstances, the Company would be required to pay
Finmeccanica a termination fee of $90,000,000.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which is attached hereto as Exhibit 1.1 and the terms of
which are incorporated herein by reference.
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
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 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, the Company announced that it entered into the Merger Agreement by
press release, a copy of which is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference. The Merger Agreement was unanimously approved
by the members of the Board of Directors of the Company.
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.
|
|
(c) Exhibits
|
|
|
|
|
|
|
|
|
|
The
following press release is included as an exhibit to this
report:
|
|
|
|
|
|
|
|
Exhi
bit
No.
|
|
Description
|
|
|
|
|
|
|
|
1.1
|
|
Agreement
and Plan of Merger by and among Finmeccanica - Societá per azioni, Dragon
Acquisition Sub, Inc. and DRS Technologies, Inc., dated as of May 12,
2008.
|
|
|
|
|
|
|
|
99.1
|
|
DRS Technologies, Inc. Press
Release dated
May
12
, 200
8.
|
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
13
, 2008
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
/s/
RICHARD A. SCHNEIDER
|
|
|
|
|
|
|
|
Richard A.
Schneider
|
|
|
|
|
|
|
|
Executive Vice President, Chief
Financial Officer
|
INDEX TO EXHIBITS
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
1.1
|
|
Agreement
and Plan of Merger by and among Finmeccanica - Societá per azioni, Dragon
Acquisition Sub, Inc. and DRS Technologies, Inc., dated as of May 12,
2008.
|
|
|
|
|
|
|
|
99.1
|
|
DRS Technologies, Inc. Press
Release dated
May
12
,
2008.
|