8-K

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 of Report (Date of earliest event report): October 24, 2003

SENSYTECH, INC.

(Exact Name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

000-08193	38-1873250
(Commission File No.)	(I.R.S. Employer Identification No.)

8419 Terminal Road, Newington, Virginia 22122-1430

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (703)550-7000

SENSYTECH, INC. AND SUBSIDIARIES

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits

Exhibit Number	Description
99.1	Slide presentation given September 24, 2003 and September 26, 2003 by executives of Sensytech, Inc.

ITEM 9. REGULATION FD DISCLOSURE

On Wednesday, September 24, 2003, and Friday, September 26, 2003, executives of Sensytech, Inc. made a presentation to analysts and potential investors in New York, NY and Charlotte, NC which provided an update on business matters and strategies. A copy of this presentation is furnished with this report as Exhibit 99.1 which is incorporated herein by reference. This information is being furnished, not filed, pursuant to Item 9 of Form 8-K and, accordingly, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. This information will be posted on our website.

Safe Harbor Statement

Statements contained in the exhibit to this report that state the Company’s or its management’s expectation or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.

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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, thereunto duly authorized.

	SENSYTECH, INC
October 24, 2003	By:	/s/ Donald F. Fultz
		Donald F. Fultz Vice President, Treasurer, & Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Slide presentation given September 24, 2003 and September 26, 2003 by executives of Sensytech, Inc.

4 EX-99.1 3 w90984bexv99w1.htm EXHIBIT 99.1

SenSyTech, Inc. Investment Highlights July 2003

Safe Harbor Statement With the exception of historical information, the statements set forth in this presentation include forward- looking statements that involve risk and uncertainties. The company wishes to caution that a number of important factors could cause actual results to differ materially from those forward-looking statements. These and other factors which could cause actual results to differ materially from those in the forward-looking statement are discussed in the company's filing with the Securities and Exchange Commission, including its filings on form S-1.

Corporate History Founded as S.T. Research Acquired Active Systems Division of FEL, Inc. Acquired FEL, Inc. (02) Daedalus merger to form SenSyTech, Inc. S. K. Rockwell led recapitalization / business reorganization Communications Signals Intelligence Communications Signals Intelligence Communications Signals Intelligence Communications Signals Intelligence Passive Electronic Warfare Passive Electronic Warfare Passive Electronic Warfare Passive Electronic Warfare Airborne Imaging Airborne Imaging Airborne Imaging Active Electronic Warfare Active Electronic Warfare Communications Data-Links Anti-Submarine Warfare 1972 1998 2001 Current Communications Signals Intelligence 1982 S.T. Research

Locations

Business Segments Communications Defense Systems Imaging Provides Communications Intelligence (COMINT) Provides Imaging Intelligence (IMINT) Provides Signals Intelligence (SIGINT) and Electronic Intelligence (ELINT) Signals Collection and Analysis

Defense Systems Group Passive Electronic Warfare Systems - SIGINT 'Able to receive and identify a threat before they can see you' Mobile Surveillance System WBR-2000 HOWEVER, if you are seen.... WBR-2000

Defense Systems Group (continued) Active Electronic Warfare Systems Able to confuse/ deceive radar guided weapons Radar guided weapons simulation Radar and Threat Simulation Pod

Defense Systems Group (continued) Anti Submarine Warfare Surface Ship Torpedo Defense System (SSTD) SSTD System (25A)

SSTD in the U.S. Navy Protecting the Fleet Destroyers (53) DD & DDG Amphibious Assault (32) AGF, LCC, LHD, LPD, LSD and MCS Fleet Support Ship (9) AO, AOE, AE and TAO Cruisers (24) CG & CGN Carriers (12) CV & CVN Frigates (25) FFG

SSTD Future... By FY2013, cumulative revenues estimated to be $650M SSTD International Navies Ships: 200 Value: $250M USD US Navy WSQ-11 Ships: 76 - 112 Value: $250M USD US Navy Small Deck Solution Sea Defender Ships: 190 Value: $150M USD 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 Major Upgrade International Systems LRIP 35 Systems 207 Systems 8 Systems 10 Systems 4 Systems Design Contract 39 Systems Major Upgrade $68.2 M $45.0 M

Defense Systems Group (continued) Communications Data-links Q-4 Shipboard Radio Terminal Set Provides Over The Horizon Communication Capability Integrating A Variety Of Platforms; Anti-submarine Warfare (ASW) Anti-ship Surveillance & Targeting (ASST) Search & Rescue (SAR) Naval Gunfire Support (NGFS) Communication Relay (COMREL)

Communications Group Satellite Communications Exploitation - COMINT Exploit sophisticated communications systems for National Defense Custom Electronics & Software Products

Imaging Group Proven Dual-use Technology For Homeland Security Airborne IR Scanners Airborne Multi-spectral Scanners Airborne Cameras

Financial Overview

Communications Defense Systems Group Imaging Group Revenue (9 Mos. Ended 6/30 2002) 0.676 0.135 0.189 Communications Defense Systems Group Imaging Group Revenue (9 Mos. Ended 6/30 2002) 0.213 0.656 0.131 Business Segments Communications 32.5% ($10.5M) Imaging 11.6% ($3.8M) Defense Systems 55.9% ($18.0M) Revenue FY02 $3.7M: Communications 67.6% ($2.5M) Imaging 18.9% ($0.7M) Defense Systems 13.5% ($0.5M) FY02 $32.3M: EBIT Communications Defense Systems Group Imaging Group Revenue (9 Mos. Ended 6/30 2002) 0.297 0.598 0.106 Communications 29.7% ($15.3M) Imaging 10.6% ($5.5M) Defense Systems 59.8% ($30.8M) FY03 $51.5M: Communications Defense Systems Group Imaging Group Revenue (9 Mos. Ended 6/30 2002) 0.61 0.28 0.11 FY03 $6.4M: Communications 61% ($3.9M) Imaging 11% ($0.7M) Defense Systems 28% ($1.8M) FORECAST FORECAST

Operating Results 2001 2002 2003 2004 2005 16.4 32.29 51.5 67.1 81.8 Revenue ($MM) Year ended September 30 Consensus Estimates 2001 2002 2003 2004 2005 0.3 0.52 0.61 0.77 1.05 EPS Year ended September 30 2001 2002 2003 5.9 29.57 55 Backlog ($MM) Year ended September 30 Consensus Estimate Consensus Estimates

Revenue and EBIT Margins Revenue $MM EBIT Margin 2001 2002 2003 2004 2005 East 16.4 32.3 51.5 67.1 81.8 West 0.109 0.113 0.116 0.123 0.14 Year ended September 30 Consensus Estimates 14% 12% $81.8

Gross Margins 2001 2002 2003 2004 2005 0.284 0.23 0.239 0.246 0.263 Year ended September 30 Consensus Estimates

Capitalization

Revenue Defense Systems Group Communications Group Imaging Group Total Revenue Cost of Revenue Gross Profit Operating Expenses EBITDA Operating income (loss) Interest expense (income), net Other income (expense) Pretax income (loss) Income Tax Expense (benefit) Net income before extraordinary items Extraordinary items, net Net income (loss) Weighted average diluted shares Diluted EPS - pro forma Diluted EPS - reported Consensus Pro forma Performance SenSyTech - STST FY03(E) $29.0 13.6 5.6 48.2 36.1 12.1 6.5 6.7 5.6 (0.1) 0.0 5.7 2.3 3.4 0.0 3.4 6.4 0.52 0.52 FY04(E) $35.3 17.9 7.1 60.3 43.8 16.4 8.7 8.8 7.7 (0.1) 0.0 7.9 3.2 4.7 0.0 4.7 6.7 0.69 0.69 12/11/02 FY03(E) $30.8 15.3 5.5 51.5 39.2 12.3 5.9 7.6 6.4 (0.1) 0.0 6.5 2.6 3.8 0.0 3.8 6.2 ..57 ..61 FY04(E) $40.4 20.1 6.6 67.1 50.6 16.5 8.1 9.6 8.4 (0.2) 0.0 8.6 3.5 5.1 0.0 5.1 6.6 ..77 ..77 05/14/03 FY03(E) $31.2 13.9 5.3 50.3 37.8 12.5 6.7 6.9 5.9 (0.1) 0.0 6.0 2.4 3.5 0.0 3.5 6.3 ..55 ..55 FY04(E) $40.8 18.3 6.7 65.8 48.5 17.3 9.2 9.2 8.1 (0.2) 0.0 8.3 3.4 5.0 0.0 5.0 6.6 ..75 ..75 12/20/02

Investment Highlights Investment Dynamics for STST

Product Life-Cycle/ Technology Refresh Customer Defined Need Engineering/ Design Prototype Test Limited Production Full Production Deployment/ Use User Required Product Improvement/ Enhancement STST IR&D Adds Proprietary Value

Growth Strategies Maintaining and Expanding Existing Customer Base Expanding International Opportunities Targeting High Growth Segments of the Market Electronic Intelligence Gathering Electronic Warfare Defense Electronics Pursuing Strategic Acquisitions Leveraging Customer Funded R&D "Next Generation" Products Provide a Sole / Single Source Solution to Demonstrated Customer Need

Investment Highlights - "STST" Growing End Markets DoD procurement spending increasing in our markets Homeland Defense applications across all three segments Expanding penetration in international markets (17% of Rev. for FY02) Leading Supplier Of Communications Exploitation Equipment To Intelligence Customers 29% of revenues from classified programs 60% of employees hold security clearances 20% of employees hold Top Secret / Sensitive Compartmented Information clearances Significant Installed Base - Visibility Into Future Programs 76.8% of revenue generated as prime contractor 69.8% of revenue generated from sole / single-sourced contracts Proprietary technology / We retain the intellectual property Profitable Operating History Rapidly Growing Backlog ($29.5M at 03.31.03)

Significant Considerations Experienced Management Team Proven Track Record Profit Focus Attractive Markets Homeland Security Focused Product Lines Shareholder Oriented Management Team Investors Officers & Directors 1,775,000 28% Float 4,669,000 72% TOTAL 6,444,000 100% Strong Focus on "Old Economy" Values Growth Performance Cash Flow

In the News.... 50 Small-Cap Stocks to Watch - Fortune Magazine Gurus Set Their Radars on Sensytech - Forbes Magazine, May 6, 2003 CAT-Scanning Iraq - The Huber Mills, Digital Power Report April 2003 Post 200: Top 125... - Washington Post Nasdaq 100 - Investor's Business Daily, July 2003

EX-99.1

exv99w1