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0000950123-10-073332.txt : 20100805 0000950123-10-073332.hdr.sgml : 20100805 20100805160547 ACCESSION NUMBER: 0000950123-10-073332 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100805 DATE AS OF CHANGE: 20100805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARGON ST, Inc. CENTRAL INDEX KEY: 0000026537 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 381873250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18702 FILM NUMBER: 10994513 BUSINESS ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 BUSINESS PHONE: (703)332-0881 MAIL ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 FORMER COMPANY: FORMER CONFORMED NAME: SENSYTECH INC DATE OF NAME CHANGE: 20000118 FORMER COMPANY: FORMER CONFORMED NAME: SENSYS TECHNOLOGIES INC DATE OF NAME CHANGE: 19980615 FORMER COMPANY: FORMER CONFORMED NAME: DAEDALUS ENTERPRISES INC DATE OF NAME CHANGE: 19920703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARGON ST, Inc. CENTRAL INDEX KEY: 0000026537 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 381873250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18702 FILM NUMBER: 10994514 BUSINESS ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 BUSINESS PHONE: (703)332-0881 MAIL ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 FORMER COMPANY: FORMER CONFORMED NAME: SENSYTECH INC DATE OF NAME CHANGE: 20000118 FORMER COMPANY: FORMER CONFORMED NAME: SENSYS TECHNOLOGIES INC DATE OF NAME CHANGE: 19980615 FORMER COMPANY: FORMER CONFORMED NAME: DAEDALUS ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOEING CO CENTRAL INDEX KEY: 0000012927 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 910425694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: P O BOX 3707 MS 1F 31 CITY: SEATTLE STATE: WA ZIP: 98124 BUSINESS PHONE: 2066552121 MAIL ADDRESS: STREET 1: 100 N RIVERSIDE PLZ CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: BOEING AIRPLANE CO DATE OF NAME CHANGE: 19730725 SC TO-T/A 1 c59542a6sctovtza.htm SC TO-T/A sctovtza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)

Argon ST, Inc.

(Name of Subject Company)

Vortex Merger Sub, Inc.
(Offeror)
a wholly owned subsidiary of
The Boeing Company
(Parent of Offeror)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)

040149106
(CUSIP Number of Class of Securities)

Michael F. Lohr
Vice President, Corporate Secretary and Assistant General Counsel
The Boeing Company
100 N. Riverside Plaza
Chicago, IL 60606-1596
(312) 544-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)

Copy to:

R. Scott Falk, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000

CALCULATION OF FILING FEE


Transaction Valuation(1)		Amount of Filing Fee(2)

$882,370,033.50		$62,912.99


(1)		Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by multiplying the offer price of $34.50 per share by 25,575,943 shares of Argon ST, Inc. common stock, which is the sum of (a) 22,076,636 shares of common stock outstanding (including 75,321 unvested restricted shares), (b) 3,359,932 shares of common stock authorized and reserved for issuance under equity incentive plans (including options to purchase 1,635,720 shares of common stock and restricted stock units with respect to 406,233 shares of common stock) and (c) 139,375 outstanding cash-settled stock appreciation rights linked to the value of shares of common stock.

(2)		The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by 0.00007130.


þ		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	Amount Previously Paid: $62,912.99		Filing Party: Vortex Merger Sub, Inc.
	Form of Registration No.: Schedule TO		Date Filed: July 8, 2010


o		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	þ		Third-party offer subject to Rule 14d-1.

	o		Issuer tender offer subject to Rule 13e-4.

	o		Going-private transactions subject to Rule 13e-3.

	þ		Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

This Amendment No. 6 (this “Amendment No. 6”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with this Amendment No. 6, Amendment No. 5 to the Tender Offer Statement on Schedule TO filed on August 4, 2010, Amendment No. 4 to the Tender Offer Statement on Schedule TO filed on July 26, 2010, Amendment No. 3 to the Tender Offer Statement on Schedule TO filed on July 20, 2010, Amendment No. 2 to the Tender Offer Statement on Schedule TO filed on July 15, 2010, Amendment No. 1 to the Tender Offer Statement on Schedule TO filed on July 12, 2010, and any amendments and supplements thereto, collectively constitute this “Schedule TO”) filed by (i) Vortex Merger Sub, Inc., a Delaware corporation (the “Purchaser”), and a wholly owned subsidiary of The Boeing Company, a Delaware corporation (“Parent”), and (ii) Parent. This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Argon ST, Inc., a Delaware corporation (“Argon”), at a purchase price of $34.50 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 8, 2010 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (and which, together with the Offer to Purchase, constitute the “Offer”).

Except as otherwise set forth below, the information set forth in this Schedule TO remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 6. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Offer to Purchase.

Items 1, 4, 8 and 11. Summary Term Sheet; Terms of the Transaction; Interest in Securities of the Subject Company; and Additional Information.

Items 1, 4, 8 and 11 of this Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The Offer and withdrawal rights expired at 12:00 midnight, New York City time, at the end of the day on August 4, 2010. The Depositary has advised us that 20,055,713 Shares were validly tendered and not validly withdrawn (excluding 1,056,492 Shares subject to guaranteed delivery procedures). All Shares that were validly tendered and not validly withdrawn have been accepted for purchase and paid for by the Purchaser. The Purchaser also exercised its Top-Up Option for a number of Shares sufficient to ensure that Purchaser could effect the Short-Form Merger, and pursuant to which Argon issued Shares to the Purchaser, at a price per Share equal to the Offer Price.

As a result of the purchase of Shares in the Offer and the issuance of Shares pursuant to the Top-Up Option, the Purchaser had sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of Argon. Accordingly, the Purchaser has effected the Short-Form Merger in which the Purchaser merged with and into Argon, with Argon surviving the Merger and continuing as a wholly owned subsidiary of Parent. In the Merger, each Share not previously purchased in the Offer, otherwise held by the Purchaser or Parent, or held in the treasury of Argon was converted, subject to appraisal rights, into the right to receive a price per Share equal to the Offer Price. August 4, 2010 was the last day Shares traded on the NASDAQ Global Select Market.

On August 5, 2010, The Boeing Company issued a press release announcing the expiration of the Offer, the results of the Offer and the completion of the Merger. The full text of the press release is attached hereto as Exhibit (a)(1)(N) and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of this Schedule TO is hereby amended and supplemented by adding the following exhibit:


Exhibit No.		Description
(a)(1)(N)		Press Release issued by The Boeing Company on August 5, 2010

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 5, 2010


Vortex Merger Sub, Inc.
By:	/s/ John M. Meersman
	Name:	John M. Meersman
	Title:	President


The Boeing Company
By:	/s/ Michael F. Lohr
	Name:	Michael F. Lohr
	Title:	Vice President, Corporate Secretary and Assistant General Counsel

EX-99.A.1.N 2 c59542a6exv99waw1wn.htm EX-99.A.1.N exv99waw1wn

Exhibit (a)(1)(N)


		News Release


		Boeing Defense, Space & Security
		P.O. Box 516
		St. Louis, MO 63166
		www.boeing.com

Boeing Successfully Completes Acquisition of Argon ST

ST. LOUIS, Aug. 5, 2010 – The Boeing Company [NYSE: BA] today completed its acquisition of Argon ST Inc. [NASDAQ: STST]. Argon ST, based in Fairfax, Va., develops C4ISR (Command, Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance) and combat systems. Boeing on June 30 announced its intent to acquire Argon ST as part of the company’s strategy to expand its capabilities to address the C4ISR, cyber and intelligence markets.

As a result of the merger, Argon ST is now a wholly owned subsidiary of Boeing and a new division of Boeing Network & Space Systems, a business within the Boeing Defense, Space & Security operating unit.

Immediately prior to the merger, Vortex Merger Sub Inc., a wholly owned subsidiary of Boeing, successfully completed its cash tender offer to purchase all of the outstanding shares of common stock of Argon ST. Based on information from the depositary for the tender offer, as of the expiration of the tender offer at 12:00 midnight, Eastern time, at the end of the day on Wednesday, Aug. 4, 2010, 20,055,713 shares of common stock of Argon ST (excluding shares to be delivered pursuant to notices of guaranteed delivery), representing approximately 91 percent of the shares outstanding and 83 percent of the shares outstanding on a fully diluted basis, were validly tendered and not validly withdrawn prior to the expiration of the tender offer. All such shares have been accepted for payment in accordance with the terms of the tender offer.

In order to effect the short-form merger with Argon ST, Vortex Merger Sub exercised its option to purchase 16,600,352 shares of Argon ST common stock, which is the number of shares sufficient to cause Vortex Merger Sub to own one share more than 90 percent of the shares outstanding on a fully diluted basis immediately after the exercise of such option.

Shareholders of Argon ST will receive $34.50 in cash, without interest and less any applicable withholding taxes, for each share of Argon ST common stock.

A unit of The Boeing Company, Boeing Defense, Space & Security is one of the world’s largest defense, space, and security businesses specializing in innovative and capabilities-driven customer solutions, and the world’s largest and most versatile manufacturer of military aircraft. Headquartered in St. Louis, Boeing Defense, Space & Security is a $34 billion business with 68,000 employees worldwide.

# # #


		News Release

Forward-Looking Information Is Subject to Risk and Uncertainty

Certain statements in this release may be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “expects,” “plans,” “intends,” “projects,” “believes,” “estimates,” “targets,” “anticipates,” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements regarding the acquisition of Argon ST include, but are not limited to, statements regarding future business prospects, our guidance relating to 2010 and 2011 financial and operating performance, product development, and benefits and synergies of the transaction, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based upon assumptions about future events that may not prove to be accurate. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak to events only as of the date they are made and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. Specific factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, the effect of economic conditions in the United States and globally, our ability to successfully integrate Argon ST’s business and realize anticipated synergies, and other important factors disclosed previously and from time to time in our filings with the Securities and Exchange Commission.

Contact:

David Sidman
Boeing Communications
314-406-1818
david.sidman@boeing.com

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