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)).