-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PjqWUa5Xrv9yYsfpp8EiORXctUBsPJClpttC7VQhsoqZCKBZ5m7Vx/8M3f4amYLL aEJCzaS6huoy7JKyjH8iaw== 0000950133-05-000295.txt : 20050201 0000950133-05-000295.hdr.sgml : 20050201 20050201140119 ACCESSION NUMBER: 0000950133-05-000295 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050201 DATE AS OF CHANGE: 20050201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Murdock Thomas E CENTRAL INDEX KEY: 0001305064 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 703-322-0881 MAIL ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 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: 05565130 BUSINESS ADDRESS: STREET 1: 8419 TERMINAL ROAD STREET 2: P O BOX 1869 CITY: NEWINGTON STATE: VA ZIP: 22122-1430 BUSINESS PHONE: (703)550-7000 MAIL ADDRESS: STREET 1: 8419 TERMINAL ROAD CITY: NEWINGTON STATE: VA ZIP: 22122-1430 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 SC 13D/A 1 w05309asc13dza.htm AMENDMENT NO. 1 TO SCHEDULE 13D sc13dza
 



SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ARGON ST, INC.


(NAME OF ISSUER)

Common Stock, par value $0.01 per share


(TITLE OF CLASS OF SECURITIES)

040149 10 6


(CUSIP Number of Class of Securities)

Thomas E. Murdock
c/o ARGON ST, Inc.
12701 Fair Lakes Circle, Suite 800
Fairfax, VA 22030
(703) 322-0881

Copy To:
Jonathan F. Wolcott
Holland & Knight LLP
2099 Pennsylvania Avenue, N.W.
Suite 100
Washington, D.C. 20006
(202) 457-7168


(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)

December 30, 2004


(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and if filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. o



 


 

1.   NAME OF REPORTING PERSON
 
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
    Thomas E. Murdock                    
 
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
    (A) __________________________________________________________________
(B) __________________________________________________________________
 
3.   SEC USE ONLY ______________________________________________
   ________________________________________________________________________________
 
4.   SOURCE OF FUNDS           PF                    
 
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __________________
 
6.   CITIZENSHIP OR PLACE OF ORGANIZATION           United States of America                    
 
7.   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
           2,919,000(1)                    
 
8.   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER           0                    
 
9.   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER
          2,919,000(1)                    
 
10.   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER           0                    
 
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          2,919,000(1)                    
 
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ____________________________
 
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    14.9%                    
 
14.   TYPE OF REPORTING PERSON                                          IN                                        

(1) Includes 660,000 shares held by Thomas E. Murdock Grantor Retained Annuity Trust, of which Mr. Murdock is the trustee.

2


 

Item 1. Security and Issuer

     The class of security to which this statement relates is the common stock, par value $0.01 per share (the “Common Stock”) of ARGON ST, Inc. a corporation formerly known as Sensytech, Inc. and organized under the laws of Delaware (the “Company”). The Company’s principal executive office is located at 12701 Fair Lakes Circle, Fairfax, Virginia 22030.

     This Amendment No. 1 amends the initial statement on Schedule 13D dated September 29, 2004, filed by Mr. Murdock (the “Initial Statement”). This Amendment No. 1 is being filed to report that the number of shares of Common Stock which Mr. Murdock may be deemed to beneficially own has decreased, from the shares reported in the Initial Statement, by more than one percent of the current outstanding shares of Common Stock.

Item 2. Identity and Background

     (a) Name: Thomas E. Murdock

     (b) Address: c/o ARGON ST, Inc., 12701 Fair Lakes Circle, Fairfax, Virginia 22030

     (c) Employment: Vice President, Strategic Planning, ARGON ST, Inc., a provider of defense and intelligence systems to the U.S. and foreign governments.

     (d) Certain convictions in last five years: None.

     (e) Certain proceedings in last five years: None.

     (f) Citizenship: United States of America

Item 3. Source and Amount of Funds or Other Consideration

     On September 29, 2004 (the “Effective Date”), ST Acquisition Corp., a Virginia corporation and a wholly-owned subsidiary of Sensytech, Inc., merged with and into Argon Engineering Associates, Inc., a Virginia corporation (“Argon Engineering”), with Argon Engineering as the surviving corporation (such transaction, the “Merger”). In connection with the Merger, Sensytech changed its name to ARGON ST, Inc. Pursuant to the Merger, each stockholder of Argon Engineering received two (2) shares of Company Common Stock for each share of Argon Engineering common stock held by such stockholder on the Effective Date. As a result of the Merger, former stockholders of Argon Engineering held approximately 66% of the Company Common Stock outstanding on the Effective Date.

     Prior to the Merger, Mr. Murdock was a Vice President of Argon Engineering, and beneficially held 1,602,000 shares of Argon Engineering common stock. As the result of the Merger, Mr. Murdock and an affiliated trust received 3,204,000 shares of Company Common Stock in exchange for their Argon Engineering common stock and Mr. Murdock was elected as Vice President, Strategic Planning and a director of the Company.

Item 4. Purpose of Transaction

     Mr. Murdock and his affiliated trust received their Company Common Stock as a result of the Merger described above in Item 3. In connection with the Merger, the board of directors of the Company was increased to ten (10) members, with Argon Engineering designating seven (7) directors and Sensytech designating three (3) directors. Mr. Murdock was elected a director of the Company in connection with the Merger. There are no agreements among any stockholders of the Company with respect to future elections of Company directors.

     Mr. Murdock does not have any plans or proposals which relate to, or would result in the occurrence of, any of the transactions or events set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

3


 

Item 5. Interest in Securities of the Issuer

     (a)-(b) Information as to share ownership and voting and dispositive power: Incorporated by reference from numbers 7-13 of the cover page of this Schedule 13D.

     (c) Transactions within last sixty (60) days:

  (1)   On December 21, 2004, Mr. Murdock sold 225,000 shares at $35.42 per share in an open market transaction.
 
  (2)   On December 27, 2004, Mr. Murdock sold 30,000 shares at $35.515 per share in an open market transaction.
 
  (3)   On December 30, 2004, Mr. Murdock sold 30,000 shares at $35.469 per share in an open market transaction.

     (d) Other persons with rights to receive dividends or proceeds from sale: None.

     (e) Date on which reporting person ceased to beneficial owner of more than five percent: Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     None.

Item 7. Material to Be Filed as Exhibits

     None.

4


 

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct.

Date: February 1, 2005

By:       /s/ Thomas E. Murdock                    
          Thomas E. Murdock

5

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