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