-----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, Ao12CnHPYTInzCfeuy5WlAqWeF2UWOozRDYYAnCp/krOtT/7qCPJ+4eafnn3etVt xn4LDQZZ3Z4AhAPn+UuT6g== 0000912057-02-013975.txt : 20020415 0000912057-02-013975.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-013975 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020408 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08533 FILM NUMBER: 02604033 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 8-A12B 1 a2075922z8-a12b.txt FORM 8-A ================================================================================ FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DRS TECHNOLOGIES, INC. DELAWARE 13-2632319 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054 (973) 898-1500 (Address, including zip code, of principal executive offices) Title of each class Name of each exchange on which to be registered each class is to be registered ---------------- ------------------------------- COMMON STOCK NEW YORK STOCK EXCHANGE If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: NOT APPLICABLE Securities to be registered pursuant to Section 12(g) of the Act: NONE ================================================================================ ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the Common Stock of DRS Technologies, Inc. (the Company), including the information required by Item 202 of Regulation S-K, is incorporated by reference to the description of capital stock of the Registrant included in the "Description of Capital Stock" section of the Company's prospectus dated December 14, 2001, filed with the Securities and Exchange Commission on December 14, 2001, pursuant to rule 424(b)(1) under the Securities Act. ITEM 2. EXHIBITS Exhibit No. Description - ----------- ----------- 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, as filed August 8, 2001 [Form 10-Q, quarter ended June 30, 2001, File No. 1-8533, Exhibit 3.9] 3.2 By-laws of the Company as amended to November 7, 1994 [Form 10-K, fiscal year ended March 31, 1995, File No. 1-8533, Exhibit 3.4] 4.1 Specimen Common Stock Certificate SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. DRS Technologies, Inc. Date: April 8, 2002 ------------- By: /s/ RICHARD A. SCHNEIDER ------------------------ Richard A. Schneider Executive Vice President, Chief Financial Officer and Treasurer EX-4.1 3 a2075922zex-4_1.txt EXHIBIT 4.1 EXHIBIT 4.1 [DRS TECHNOLOGIES LOGO] SHARES DRS TECHNOLOGIES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE IN RIDGEFIELD PARK, NJ AND NEW YORK, NY COMMON STOCK This Certifies that CUSIP 23330X 10 0 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF ONE CENT ($.01) EACH OF DRS TECHNOLOGIES, INC. transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers and a facsimile of its corporate seal to be hereunto affixed. Dated: [SEAL] /s/ [ILLEGIBLE] COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC CHAIRMAN OF THE BOARD, PRESIDENT TRANSFER AGENT AND REGISTRAR AND CHIEF EXECUTIVE OFFICER BY /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] AUTHORIZED OFFICER EXECUTIVE VICE PRESIDENT AND SECRETARY
DRS TECHNOLOGIES, INC. The corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests may be made to the corporation or the transfer agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT-___________ Custodian __________ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors JT TEN - as joint tenants with right Act ...................... of survivorship and not as (State) tenants in common Additional abbreviations may also be used though not in the above list For value received, ___________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ---------------------------------------------- - ---------------------------------------------- __________________________________________________________________ _________________________________________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) _________________________________________________________________________________________________________________ _________________________________________________________________________________________________________________ __________________________________________________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________________________________________________________________ Attorney to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. Dated__________________________________ ___________________________________________________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OF ANY CHANGE WHATEVER. Signatures(s) Guaranteed: __________________________________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17AD-15.
-----END PRIVACY-ENHANCED MESSAGE-----