-----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, K2MpR/0NyYTYZswAvWpY+yqa19Nl03HvCT2l+Gn+oSaNe3A9WaLaBO3UDl46e6Ca iSaX3a7vvaq7EK/T9PmEGw== 0000912057-01-543266.txt : 20020413 0000912057-01-543266.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-01-543266 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011214 EFFECTIVENESS DATE: 20011214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000028630 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 132632319 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-75160 FILM NUMBER: 1814082 BUSINESS ADDRESS: STREET 1: 3RD FLOOR STREET 2: 5 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9738981500 MAIL ADDRESS: STREET 1: 16 THORNTON RD CITY: OAKLAND STATE: NJ ZIP: 07436 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC RETRIEVAL SYSTEMS INC DATE OF NAME CHANGE: 19920703 S-3MEF 1 a2066071zs-3mef.txt S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 2001 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- DRS TECHNOLOGIES, INC. (Exact name of Registrant as Specified in its Charter) DELAWARE 13-2632319 (State or other jurisdiction (I.R.S. Employer of Identification Number) incorporation or organization)
5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054 (973) 898-1500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) NINA LASERSON DUNN, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY DRS TECHNOLOGIES, INC. 5 SYLVAN WAY PARSIPPANY, NEW JERSEY 07054 (973) 898-1500 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- COPIES TO: DAVID J. GOLDSCHMIDT, ESQ. PAUL JACOBS, ESQ. Skadden, Arps, Slate, Meagher & Flom LLP STEVEN I. SUZZAN, ESQ. Four Times Square Fulbright & Jaworski L.L.P. New York, New York 10036 666 Fifth Avenue (212) 735-3000 New York, New York 10103 (212) 318-3000
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-73912 If this form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE CHART
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SHARES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1) SHARE (2) PRICE(2) REGISTRATION FEE Common Stock, par value $.01 par value...... 575,000 $32.00 $18,400,000 $4,397.60
- -------------------------- (1) Includes 525,000 shares of Common Stock to be sold upon exercise of an over-allotment option granted to the Underwriters. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933 based upon the public offering price of $32.00. -------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This registration statement is being filed with respect to the registration of additional shares of common stock, $.01 par value per share, of DRS Technologies, Inc., for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registrant's earlier effective registration statement on Form S-3 (File No. 333-73912) are incorporated into this registration statement by reference. The form of prospectus contained in the earlier effective registration statement will reflect the aggregate amount of securities registered in this registration statement and the earlier effective registration statement. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Parsippany, in the state of New Jersey, on December 14, 2001. DRS TECHNOLOGIES, INC. By: /s/ NINA LASERSON DUNN ----------------------------------------- Name: Nina Laserson Dunn Title: Executive Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE ---- ----- ---- * Chairman of the Board, ------------------------------------------- President, Chief Executive December 14, Mark S. Newman Officer and Director 2001 Executive Vice President, * Chief Financial Officer ------------------------------------------- and Treasurer (Principal December 14, Richard A. Schneider Financial and Accounting 2001 Officer) * ------------------------------------------- Director December 14, Ira Albom 2001 * ------------------------------------------- Director December 14, Donald C. Fraser 2001 * ------------------------------------------- Director December 14, William F. Heitmann 2001 * ------------------------------------------- Director December 14, Steven S. Honigman 2001
II-2
NAME TITLE DATE ---- ----- ---- * ------------------------------------------- Director December 14, C. Shelton James 2001 * ------------------------------------------- Director December 14, Mark N. Kaplan 2001 * ------------------------------------------- Director December 14, Stuart F. Platt, RADM, USN (Ret.) 2001 * ------------------------------------------- Director December 14, General Dennis J. Reimer, USA (Ret.) 2001 * ------------------------------------------- Director December 14, Eric J. Rosen 2001
*By: /s/ NINA LASERSON DUNN ------------------------------------ Attorney in Fact
II-3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - --------------------- ----------- 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 23.1 Consent of KPMG LLP 23.2 Consent of Deloitte & Touche LLP 23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) 23.4 Power of Attorney (incorporated by reference to the Registrant's Registration Statement on Form S-3 (File No. 333-73912)).
EX-5.1 3 a2066071zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 December 14, 2001 DRS Technologies, Inc. 5 Sylvan Way Parsippany, New Jersey 07054 Re: DRS Technologies, Inc. Registration on Form S-3 Ladies and Gentlemen: We have acted as special counsel to DRS Technologies, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-3 filed on the date hereof with the Securities and Exchange Commission (the "462(b) Registration Statement") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which relates to the public offering by the Company of up to an additional 575,000 shares (including 75,000 shares subject to an over-allotment option) (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"). The 462(b) Registration Statement relates to the Company's Registration Statement on Form S-3 (File No. 333-73912) filed with the Securities and Exchange Commission (the "Commission") on November 21, 2001 under the Act, Amendment No. 1 to such Registration Statement filed with the Commission on November 29, 2001 and Amendment No. 2 to such Registration Statement filed with the Commission on December 11, 2001 and declared effective by the Commission on December 14, 2001 relating to 3,450,000 shares of Common Stock (including 450,000 shares subject to an over-allotment option) (such Registration Statement, as so declared effective, being hereinafter referred to as the "Registration Statement"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the 462(b) Registration Statement; (iii) the executed Underwriting Agreement, dated December 14, 2001 (the "Underwriting Agreement") entered into by and among the Company, as issuer, Bear, Stearns &. Co., Inc. and First Union Securities, Inc. as underwriters (the "Underwriters") and the Selling Stockholders named therein (each, a "Selling Stockholder") the form of which was filed as an exhibit to the Registration Statement; (iv) the executed Custody Agreements and Power of Attorney entered into among each Selling Stockholder, the Attorneys-in-Fact and the Custodian; (v) a specimen certificate representing the Common Stock; (vi) the Certificate of Incorporation of the Company, as presently in effect, (vii) the By-Laws of the Company, as presently in effect; and (viii) certain resolutions of the Board of Directors of the Company authorizing the offering and related matters (the "Resolutions"). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed or to be executed by parties other than the Company, we have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. In rendering to opinions set forth below, we have assumed that the certificates evidencing the Shares will conform to the specimen certificate examined by us. Members of our firm are admitted to the bar in the State of New York, and we do not express any opinion as to the laws of any other jurisdiction other than the corporate laws of the State of Delaware, and we do not express any opinion as to the effect of any other laws on the opinions stated herein. Based upon and subject to the foregoing, we are of the opinion that when (i) the 462(b) Registration Statement becomes effective under the Act and (ii) certificates representing the Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar, and have been delivered to and paid for by the Underwriters at a price per share not less than the per share par value of the Common Stock as contemplated by the Underwriting Agreement and the Resolutions, the issuance and sale of the Shares will have been duly authorized, and the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the 462(b) Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-23.1 4 a2066071zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors DRS Technologies, Inc.: We consent to incorporation by reference in this registration statement on Form S-3 filed of our report dated May 17, 2001, with respect to the consolidated balance sheets of DRS Technologies, Inc. and subsidiaries as of March 31, 2001 and 2000, and the related consolidated statements of earnings, stockholders' equity and comprehensive earnings, and cash flows for each of the years in the three-year period ended March 31, 2001, and the related consolidated financial statement schedule, included in the Registration Statement (No. 333-73912) on Form S-3. /s/ KPMG LLP Short Hills, New Jersey December 14, 2001 EX-23.2 5 a2066071zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of DRS Technologies, Inc. on Form S-3 of our report dated November 15, 2001, relating to the financial statements of certain operations of the Sensors and Electronic Systems organization of The Boeing Company as of and for the year ended December 31, 2000 (which report expresses an unqualified opinion and includes an explanatory paragraph describing the basis upon which these statements were prepared), appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ DELOITTE & TOUCHE LLP Costa Mesa, California December 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----