-----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, SN8hSl7RIOsgE85ooaQFEvAuOyys1+ZIVyye93ny3Bckexx24zVAQV+eYNSqZZtO FUO1O5ksRDGftXbfxpuxWA== 0000950110-99-000210.txt : 19990223 0000950110-99-000210.hdr.sgml : 19990223 ACCESSION NUMBER: 0000950110-99-000210 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990222 EFFECTIVENESS DATE: 19990222 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-8 POS SEC ACT: SEC FILE NUMBER: 333-69751 FILM NUMBER: 99546760 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-8 POS 1 P.E. AMENDMENT #1 TO FORM S-8 As filed with the Securities and Exchange Commission on February 22, 1999 Registration No. 333-69751 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- DRS TECHNOLOGIES, INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) ---------- DELAWARE 132632319 - ------------------------------------------------ ------------------- (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Organization) Identification No.) ---------- 5 SYLVAN WAY PARSIPPANY, NEW JERSEY 07054 (973) 898-1500 (Address, Including Zip Code, of Registrant's Principal Executive Offices) ---------- NAI TECHNOLOGIES, INC. 1991 STOCK OPTION PLAN NAI TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN FOR DIRECTORS NAI TECHNOLOGIES, INC. 1996 STOCK OPTION PLAN (Full Title of Plans) ---------- 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 of all Communications to: VIJAY S. TATA, ESQ. DAVID F. KROENLEIN, ESQ. ARNOLD & PORTER WHITMAN BREED ABBOTT & MORGAN LLP 399 PARK AVENUE 200 PARK AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10166 (212) 715-1000 (212) 351-3000 ================================================================================ EXPLANATORY NOTE DRS Technologies, Inc. ("DRS") hereby amends its Registration Statement on Form S-4 (Registration No. 333-69751), effective as of January 25, 1999 (the "Registration Statement"), by filing this post-effective amendment on Form S-8 (this "Post-Effective Amendment No. 1") relating to 179,980 shares of common stock, par value $0.01 per share, of DRS (the "DRS Common Stock") issuable upon exercise of outstanding stock options (the "Options") granted under NAI Technologies, Inc. ("NAI") 1991 Stock Option Plan, 1993 Stock Option Plan for Directors and 1996 Stock Option Plan. The shares of DRS Common Stock issuable upon the exercise of the Options were registered under the Registration Statement. On February 19, 1999, DRS Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of DRS, merged with and into NAI (the "Merger"). As a result of the Merger: (i) NAI became a wholly-owned subsidiary of DRS; (ii) Each then outstanding share of common stock, par value $0.10 per share, of NAI (the "NAI Common Stock") was converted into the right to receive 0.25 of a share of DRS Common Stock; and (iii) Each then outstanding Option, whether vested or unvested, was assumed by DRS and now constitutes an option to acquire, on the same terms and conditions as were applicable under such Option prior to the Merger, the number of shares of DRS Common Stock equal to the product (rounded down to the nearest whole number) of 0.25 and the number of shares of NAI Common Stock subject to such Option prior to the Merger at a per share exercise price equal to four times the exercise price of such Option prior to the Merger. PART II INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by DRS with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: (a) DRS' Annual Report on Form 10-K for the year ended March 31, 1998. (b) DRS' Quarterly Reports on Form 10-Q for the quarters ended June 30, 1998, September 30, 1998 and December 31, 1998. (c) DRS' Current Report on Form 8-K dated as of November 4, 1998, as amended by the Current Report on Form 8-K/A filed on January 4, 1999, and the Current Report on Form 8-K/A filed on January 6, 1999. (d) The description of DRS Common Stock contained in a registration statement on Form 8-A filed by DRS on July 13, 1983, and any amendments or reports filed for the purpose of updating such description. All documents filed by DRS after the date of this Post-Effective Amendment No. 1 pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all DRS Common Stock offered hereby has been sold or which deregisters such DRS Common Stock then remaining unsold, shall be deemed to be incorporated in this Post-Effective Amendment No. 1 by reference and shall be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Post-Effective Amendment No. 1 shall be deemed to be modified or superseded for purposes of this Post-Effective Amendment No. 1 to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Post-Effective Amendment No. 1 modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Post-Effective Amendment No. 1. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. II-2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The consolidated financial statements and consolidated financial statement schedule of DRS as of March 31, 1998 and 1997, and for each of the years in the three-year period ended March 31, 1998, have been incorporated by reference in the Registration Statement in reliance upon the reports of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG LLP audits and reports on financial statements of DRS issued in the future, and consents to the use of its report thereon, such financial statements will be incorporated by reference in the Registration Statement in reliance upon such reports given upon said authority as experts in accounting and auditing. The consolidated financial statements and schedule of NAI as of December 31, 1997 and 1996, and for each of the years in the three-year period ended December 31, 1997, have been included in the Registration Statement in reliance upon the report of KPMG LLP, independent certified public accountants, appearing in the Registration Statement, and upon the authority of said firm as experts in accounting and auditing. The report dated October 8, 1998, by PricewaterhouseCoopers LLP incorporated by reference in the Report on Form 8-K of DRS dated January 4, 1999, as amended, has been incorporated by reference in the Registration Statement in reliance upon the reports of PricewaterhouseCoopers LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. Nina Laserson Dunn, Esq., Executive Vice President, General Counsel and Secretary of DRS, has delivered a legal opinion to the effect that the issuance and sale of DRS Common Stock offered hereby was duly authorized by DRS and that such DRS Common Stock will be validly issued, fully paid and nonassessable when issued. As of February 22, 1999, Ms. Dunn beneficially owned shares of DRS Common Stock and options to purchase additional shares of DRS Common Stock, which in the aggregate constitute less than 0.5% of the DRS Common Stock outstanding. II-3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Set forth below is a description of certain provisions of DRS' Amended and Restated Certificate of Incorporation, as amended (the "Amended and Restated Certificate of Incorporation"), DRS' Amended and Restated Bylaws (the "Bylaws") and the General Corporation Law of the State of Delaware, as such provisions relate to the indemnification of the directors and officers of DRS. This description is intended only as a summary and is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware. The Registrant's Amended and Restated Certificate of Incorporation provides that DRS shall, to the full extent permitted by Sections 102 and 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto and eliminates the personal liability of its directors to the full extent permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, as amended from time to time. Section 145 of the General Corporation Law of the State of Delaware permits a corporation to indemnify its directors and officers against expenses (including attorney's fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable for negligence or misconduct in the performance of his respective duties to the corporation, although the court in which the action or suit was brought may determine upon application that the defendant officers or directors are reasonably entitled to indemnity for such expenses despite such adjudication of liability. Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the ability of a director for any act or omission occurring prior to the date when such provision becomes effective. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits listed on the Exhibit Index on page II-8 of this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 have been previously filed, are filed herewith or are incorporated herein by reference to other filings. II-4 ITEM 9. UNDERTAKINGS. DRS hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (b) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that the undertakings set forth in paragraphs 1(a) and 1(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by DRS pursuant to Section 13 or 15(d) of the Exchange Act, which are incorporated by reference in this Registration Statement. 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. That, for purposes of determining any liability under the Securities Act, each filing of DRS' annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of DRS pursuant to the foregoing provisions, or otherwise, DRS has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by DRS of expenses incurred or paid by a director, officer or controlling person of DRS in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, DRS will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, DRS certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Parsippany, State of New Jersey, on February 22, 1999. Date: DRS TECHNOLOGIES, INC. February 22, 1999 By: /s/ Nina Laserson Dunn ------------------------ Nina Laserson Dunn Executive Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of DRS in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- Mark S. Newman* Chairman of the Board February 22, 1999 - ------------------------ of Directors, President and Mark S. Newman Chief Executive Officer Nancy R. Pitek* Vice President, Finance and February 22, 1999 - ------------------------ Treasurer Nancy R. Pitek Stuart F. Platt* Director February 22, 1999 - ------------------------ Stuart F. Platt Ira Albom* Director February 22, 1999 - ------------------------ Ira Albom Steven S. Honigman* Director February 22, 1999 - ------------------------ Steven S. Honigman Donald C. Fraser* Director February 22, 1999 - ------------------------ Donald C. Fraser William F. Heitmann* Director February 22, 1999 - ------------------------ William F. Heitmann II-6 Mark N. Kaplan* Director February 22, 1999 - ------------------------ Mark N. Kaplan Eric J. Rosen* Director February 22, 1999 - ------------------------ Eric J. Rosen *By: /s/ Nina Laserson Dunn Attorney-in-fact February 22, 1999 ----------------------- Nina Laserson Dunn
II-7 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of DRS (previously filed as Exhibit 4.1 to the Registration Statement on Form S-4). 4.2 Amended and Restated Certificate of Incorporation of DRS, as filed April 1, 1996 (incorporated by reference to Exhibit 3.4 to DRS' Registration Statement No. 33-64641, Post-Effective Amendment No. 1). 4.3 Amended and Restated By-Laws of DRS, as of April 1, 1996 (incorporated by reference to Exhibit 3.8 to DRS' Registration Statement No. 33-64641, Post-Effective Amendment No. 1). 4.4 1991 Stock Option Plan of NAI. 4.5 1993 Stock Option Plan for Directors of NAI. 4.6 1996 Stock Option Plan of NAI. 5.1 Opinion of Nina Laserson Dunn, Esq. as to the legality of the securities being registered pursuant to this Registration Statement (previously filed as Exhibit 5.1 to the Registration Statement on Form S-4). 23.1 Consent of KPMG LLP, DRS' accountants. 23.2 Consent of KPMG LLP, NAI's accountants. 23.3 Consent of Nina Laserson Dunn, Esq. (included in the opinion previously filed as Exhibit 5.1 hereto). 23.4 Consent of PricewaterhouseCoopers LLP. 24.1 Power of Attorney of the directors and certain officers of DRS (previously filed as Exhibit 24.1 to the Registration Statement on Form S-4). II-8 EX-4.4 2 1991 STOCK OPTION PLAN OF NAI EXHIBIT 4.4 NORTH ATLANTIC INDUSTRIES, INC. 1991 STOCK OPTION PLAN 1. PURPOSE. The purpose of the North Atlantic industries, Inc. 1991 Stock Option Plan (the "Plan") is to advance the interests of North Atlantic Industries, Inc. ("North Atlantic") and its subsidiaries and affiliates (all such companies being hereinafter referred to collectively as the "Company") by providing, through the grant of options to purchase shares of North Atlantic common stock, a larger personal and financial interest in the success of the Company to key management employees and directors upon whose judgment, interest and special efforts the Company is largely dependent for the successful conduct of its operations. It is believed that the acquisition of such interests will stimulate the efforts of such key management employees, and directors on behalf of the Company and strengthen their desire to remain in the employ of the Company. As used herein, the term "subsidiary" shall mean any corporation of which North Atlantic or another subsidiary owns stock possessing 50% or more of the total combined voting power of all classes of stock, and the term "affiliate" shall mean any entity in which North Atlantic has a significant equity interest or management control, as determined by the Board of Directors. 2. ADMINISTRATION. The Plan shall be administered by a committee (the "Committee"), no member of which shall be eligible for options under the Plan, consisting of three members of the Board of Directors of North Atlantic (the "Board"). The Committee shall be appointed, and vacancies shall be filled, by the Board. The Committee shall have full power and authority to (i) select the key management employees and directors of the Company to whom options may be granted under the Plan; (ii) determine the number of shares subject to each option and the terms and conditions, not inconsistent with the provisions of the Plan, governing such option; (iii) interpret the Plan and any option granted thereunder; (iv) establish such rules and regulations as it deems appropriate for the administration of the Plan; and (v) take such other action as it deems necessary or desirable for the administration of the Plan. The Committee's interpretation and construction of any provision of the Plan or the terms of any option shall be conclusive and binding on all parties. 3. PARTICIPANTS. Only directors and those key management employees of the Company who carry important responsibilities in the management, growth, and protection of the business of the Company and who are selected by the Committee shall be eligible to be granted options under the Plan. Nothing contained in the Plan, or in any option granted pursuant to the Plan, shall confer upon any employee or director any right to the continuation of his employment or directorship. 4. EFFECTIVENESS AND TERMINATION OF THE PLAN. The Plan shall become effective on the date of its adoption by the Board, subject to the ratification of the Plan at the 1991 Annual Meeting of Shareholders by the holders of a majority of the issued and outstanding shares of Common Stock (as defined in Section 5). The Plan shall terminate on March 10, 2001, or such earlier date as the Board may determine. Any option outstanding under the Plan at the time of its termination shall remain in effect in accordance with its terms and conditions and those of the Plan. 5. THE SHARES. Options may be granted from time to time under the Plan for the purchase, in the aggregate, of not more than 200,000 shares of common stock, $.10 par value of the Company ("Common Stock") (subject to adjustment pursuant to section 14). Such shares of Common Stock may be set aside out of the authorized but unissued shares of Common Stock not reserved for any other purpose or out of previously issued shares acquired by the Company and held in its treasury. Any shares of Common Stock which, by reason of the termination or expiration of an option or otherwise, are no longer subject to purchase pursuant to an option granted under the Plan, may again be subjected to an option under the Plan. 6. STATUS OF OPTIONS. Options granted under the Plan are nonstatutory options not intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code. 7. OPTION PRICE. The price at which shares of Common Stock may be purchased upon the exercise of an option granted under the Plan shall be determined by the Committee and set forth in the option agreement evidencing such option; provided, however, that such price shall not be less than 50% of the fair market value of such shares on the date of grant of such option. 8. TERM AND EXERCISABILITY OF OPTIONS. Options may be granted for terms of not more than ten years and shall be exercisable in accordance with such terms and conditions as are set forth in the option agreements evidencing the grant of such options. Except as otherwise determined by the Committee pursuant to section 9, no option granted under the Plan shall be exercisable by a participant during the first year after the date of grant of such option. In no event shall an option be exercised or shares be issued pursuant to an option if any requisite approval or consent of any governmental authority having jurisdiction over the exercise of options or the issue and sale of the Common Stock shall not have been secured. 9. TERMINATION OF EMPLOYMENT. Except as otherwise provided in this Section 9, no person may exercise an option more than 30 days (or such longer period as the Committee may establish) after the first date on which he is neither an employee nor a director of the Company. If a participant ceases to be an employee or director of the Company by reason of death, disability, or an employee's retirement at or after his normal retirement date under the Company's pension plan in which he is a participant, he or his estate may exercise any options held by him within 12 months after the later of the date he ceases to be an employee or the date he ceases to be a director of the Company. Except as otherwise determined by the Committee, options may be exercised following the termination of a participant's employment or directorship with respect only to such number of shares of Common Stock as to which the right of exercise had accrued on or before the last day on which he was either an employee or a director of the Company. In no event may an option be exercised after the expiration of the term of such option. 10. PAYMENT. Full payment of the purchase price for shares of Common Stock purchased upon the exercise, in whole or in part, of an option granted under the Plan shall be made at the time of such exercise. The purchase price may be paid in cash or in shares of Common Stock valued at the fair market value thereof on the date of purchase, or in a combination thereof, or in such other manner as may be approved by the Committee. No shares of Common Stock shall be issued or transferred to a participant until full payment therefor has been made, and a participant shall have none of the rights of a stockholder until shares are issued or transferred to him. 11. NONTRANSFERABILITY. Options granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution, and, during a participant's lifetime, shall be exercisable only by him. 12. SURRENDER OF OPTIONS. The Committee may require the surrender of outstanding options as a condition to the granting of new options. 13. ISSUANCE OF SHARES. If a participant so requests, shares purchased upon the exercise of an option may be issued or transferred in the name of the participant and another person jointly with the right of survivorship. 14. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of any change in the outstanding Common Stock by reason of any stock dividend, stock split, combination of shares, recapitalization, or other similar change in the capital stock of North Atlantic, or in the event of the merger or consolidation of North Atlantic into or with any other corporation or the reorganization of North Atlantic, the number of shares covered by each outstanding option granted under the Plan, the price per share thereof, and the total number of shares for which options may be granted under the Plan shall be adjusted by the Board in such manner as it determines to be appropriate and equitable. 15. AMENDMENT. The Board may amend the Plan in any respect from time to time; provided, however, that, except as provided in Section 14, without the approval of the holders of a majority of the shares of Common Stock present and entitled to vote at a meeting held within twelve months before or after the date of such amendment, the number of shares of Common Stock for which options may be granted and sold under the Plan may not be increased, the class of eligible persons to whom options may be granted may not be modified, and the purchase price at which shares may be offered pursuant to options granted under the Plan may not be reduced. No amendment may, without the consent of a participant, impair his rights under any option previously granted under the Plan. The Board shall have the power, in the event of any disposition of substantially all of the assets of the Company, its dissolution, any merger or consolidation of the Company with or into any other corporation, or the merger or consolidation of any other corporation into the Company, to amend all outstanding options to permit their exercise prior to the effectiveness of any such transaction and to terminate such options as of such effectiveness. If the Board shall exercise such power, all options then outstanding shall be deemed to have been amended to permit the exercise thereof in whole or in part by the holder at any time or from time to time as determined by the Board prior to the effectiveness of such transaction and such options shall be deemed to terminate upon such effectiveness. 16. LEGAL AND REGULATORY REQUIREMENTS. No option shall be exercisable and no shares will be delivered under the Plan except in compliance with all applicable federal and state laws and regulations including, without limitation, compliance with withholding tax requirements and with the rules of all domestic stock exchanges on which the Common Stock may be listed. Any share certificate issued to evidence shares for which an option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws and regulations. No option shall be exercisable, and no shares will be delivered under the Plan, until the Company has obtained consent or approval from regulatory bodies, federal or state, having jurisdiction over such matters as the Committee may deem advisable. In the case of the exercise of an option by a person or estate acquiring the right to exercise the option by bequest or inheritance, the Committee may require reasonable evidence as to the ownership of the option and may require consents and releases of taxing authorities that it may deem advisable. EX-4.5 3 1993 STOCK OPTION PLAN FOR DIRECTORS OF NAI EXHIBIT 4.5 NAI TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN FOR DIRECTORS (AS AMENDED) 1. PURPOSE. The purpose of the NAI TECHNOLOGIES, INC. 1993 Stock Option Plan for Directors (the "Plan") is to advance the interests of NAI TECHNOLOGIES, INC. (the "Company") by providing non-employee directors of the Company, through the grant of options to purchase shares of common stock of the Company, with a larger personal and financial interest in the Company's success. 2. ADMINISTRATION. The Plan shall be administered by a committee (the "Committee") consisting of three members of the Board of Directors of the Company (the "Board"). The Committee shall be appointed, and vacancies shall be filled, by the Board. The Committee shall have full power and authority to (i) determine the terms and conditions, not inconsistent with the provisions of the Plan, governing each option granted under the Plan; (ii) interpret the Plan and any option granted thereunder; (iii) establish such rules and regulations as it deems appropriate for the administration of the Plan; and (iv) take such other action as it deems necessary or desirable for the administration of the Plan. The Committee's interpretation and construction of any provision of the Plan or the terms of any option shall be conclusive and binding on all parties. 3. PARTICIPANTS. Only directors who are not full-time employees of the Company or an affiliate of the Company shall be eligible to be granted options under the Plan. Nothing contained in the Plan, or in any option granted pursuant to the Plan, shall confer upon any director any right to the continuation of his directorship or limit in any way the right of the Company to terminate his directorship at any time. 4. EFFECTIVENESS AND TERMINATION OF PLAN. The Plan shall become effective on the date of its adoption by the Board, subject to the ratification of the Plan at the 1993 Annual Meeting of Shareholders by the holders of a majority of the issued and outstanding shares of Common Stock (as defined in Section 5). The Plan shall terminate on February 11, 2003, or such earlier date as the Board may determine. Any option outstanding under the Plan at the time of its termination shall remain in effect in accordance with its terms and conditions and those of the Plan. 5. THE SHARES. Options may be granted from time to time under the Plan for the purchase, in the aggregate, of not more than 156,000 (AS ADJUSTED) shares of common stock, $.10 par value, of the Company ("Common Stock") (subject to adjustment pursuant to Section 14). Such shares of Common Stock may be set aside out of the authorized but unissued shares of Common Stock not reserved for any other purpose or out of previously issued shares acquired by the Company and held in its treasury. Any shares of Common Stock which, by reason of the termination or expiration of an option or otherwise, are no longer subject to purchase pursuant to an option granted under the Plan may again be subjected to an option under the Plan. 6. OPTION GRANTS. Commencing with the election of directors at the Company's 1996 Annual Meeting of Shareholders, each non-employee director elected or reelected as a director of the Company shall receive on the date of each such election or reelection a grant of an option to purchase 5,000 shares of Common Stock (subject to adjustment pursuant to Section 14). 1. OPTION PRICE. The price at which shares of Common Stock may be purchased upon the exercise of an option granted under the Plan shall be the fair market value of such shares on the date of grant of such option. 2. TERM AND EXERCISABILITY OF OPTIONS. Options shall be granted for terms of ten years and shall be exercisable in accordance with such terms and conditions not inconsistent herewith as are set forth in the option agreements evidencing the grant of such options. Options shall become exercisable 1 YEAR after their date of grant and may not be exercised prior to that date. In no event shall an option be exercised or shares be issued pursuant to an option if any requisite approval or consent of any governmental authority having jurisdiction over the exercise of options or the issue and sale of the Common Stock shall not have been secured. 3. TERMINATION OF DIRECTORSHIP. Except as otherwise provided in this Section 9, no person may exercise an option more than 30 days after the first date on which he ceases to be a director of the Company. If a participant ceases to be a director of the Company by reason of death or disability, he or his estate may exercise any options held by him within 12 months after the date he ceases to be a director of the Company. An option may be exercised following the termination of a participant's directorship only if the right of exercise had accrued on or before the last day on which he was a director of the Company. In no event may an option be exercised after the expiration of the term of such option. 4. PAYMENT. Full payment of the purchase price for shares of Common Stock purchased upon the exercise, in whole or in part, of an option granted under the Plan shall be made at the time of such exercise. The purchase price may be paid in cash or in shares of Common Stock valued at the fair market value thereof on the date of purchase, or in a combination thereof. ALTERNATIVELY, AN OPTION MAY BE EXERCISED IN WHOLE OR IN PART BY DELIVERING A PROPERLY EXECUTED EXERCISE NOTICE TOGETHER WITH IRREVOCABLE INSTRUCTIONS TO A BROKER TO DELIVER PROMPTLY TO THE COMPANY THE AMOUNT OR SALE OR LOAN PROCEEDS NECESSARY TO PAY THE PURCHASE PRICE AND APPLICABLE WITHHOLDING TAXES, AND SUCH OTHER DOCUMENTS AS THE COMMITTEE MAY DETERMINE. No shares of Common Stock shall be issued or transferred to a participant until full payment therefor has been made, and a participant shall have none of the rights of a stockholder until shares are issued or transferred to him. 5. NONTRANSFERABILITY. Options granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution, and, during a participant's lifetime, shall be exercisable only by him. 6. ISSUANCE OF SHARES. If a participant so requests, shares purchased upon the exercise of an option may be issued or transferred in the name of the participant and another person jointly with the right of survivorship. 7. STATUS OF OPTIONS. Options granted under the Plan are nonstatutory options not qualifying as incentive stock options under Section 422 of the Internal Revenue Code. 8. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of any change in the outstanding Common Stock by reason of any stock dividend, stock split, combination of shares, recapitalization, or other similar change in the capital stock of the Company, or in the event of the merger or consolidation of the Company into or with any other corporation or the reorganization of the Company, there shall be substituted for or added to each Share theretofore appropriated for the purposes of the Plan or thereafter subject, or which may become subject, to an option under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed or for which each such share shall be exchanged or to which each such share shall be entitled, as the case may be. Outstanding options shall be appropriately amended as to price and other terms in a manner consistent with the aforementioned adjustment to the Shares subject to the Plan. 9. AMENDMENT. The Board may amend the Plan in any respect from time to time; provided, however, that no amendment shall become effective unless approved by affirmative vote of the Company's shareholders if such approval is necessary or desirable for the continued validity of the Plan or if the failure to obtain such approval would adversely affect the compliance of the Plan with Rule 16b-3 or any successor rule under the Securities Exchange Act of 1934 or any other rule or regulation; and provided, further, that the Plan shall not be amended more than once in any six-month period. No amendment may, without the consent of a participant, impair his rights under any option previously granted under the Plan. The Board shall have the power, in the event of any disposition of substantially all of the assets of the Company, its dissolution, any merger or consolidation of the Company with or into any other corporation, or the merger or consolidation of any other corporation into the Company, to amend all outstanding options to permit their exercise prior to the effectiveness of any such transaction and to terminate such options as of such effectiveness. If the Board shall exercise such power, all options then outstanding shall be deemed to have been amended to permit the exercise thereof in whole or in part by the holder at any time or from time to time as determined by the Board prior to the effectiveness of such transaction and such options shall be deemed to terminate upon such effectiveness. 10. LEGAL AND REGULATORY REQUIREMENTS. No option shall be exercisable and no shares will be delivered under the Plan except in compliance with all applicable federal and state laws and regulations including, without limitation, compliance with withholding tax requirements and with the rules of all domestic stock exchanges on which the Common Stock may be listed. Any share certificate issued to evidence shares for which an option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws and regulations. No option shall be exercisable and no shares will be delivered under the Plan, until the Company has obtained consent or approval from regulatory bodies, federal or state, having jurisdiction over such matters as the Committee may deem advisable. In the case of the exercise of an option by a person or estate acquiring the right to exercise the option by bequest or inheritance, the Committee may require reasonable evidence as to the ownership of the option and may require consents and releases of taxing authorities that it may deem advisable. EX-4.6 4 1996 STOCK OPTION PLAN OF NAI EXHIBIT 4.6 NAI TECHNOLOGIES, INC. 1996 STOCK OPTION PLAN 1. PURPOSE. The purpose of the NAI Technologies, Inc. 1996 Stock Option Plan (the "Plan") is to advance the interests of NAI Technologies, Inc. ("NAI") and its subsidiaries and affiliates (all such companies being hereinafter referred to collectively as the "Company") by providing, through the grant of options to purchase shares of NAI common stock, a larger personal and financial interest in the success of the Company to key management employees and directors upon whose judgment, interest and special efforts the Company is largely dependent for the successful conduct of its operations. It is believed that the acquisition of such interests will stimulate the efforts of such key management employees and directors on behalf of the Company and strengthen their desire to remain in the employ of the Company. As used herein, the term "subsidiary" shall mean any corporation of which NAI or another subsidiary owns stock possessing 50% or more of the total combined voting power of all classes of stock, and the term "affiliate" shall mean any entity in which NAI has a significant equity interest or management control as determined by the Board of Directors. 2. ADMINISTRATION. The Plan shall be administered by a committee (the "Committee"), no member of which shall be eligible for options under the Plan, consisting of three members of the Board of Directors of NAI (the "Board"). The Committee shall be constituted in such a manner as to satisfy the requirements of applicable law, the provisions of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor rule. The Committee shall be appointed, and vacancies shall be filled, by the Board. The Committee shall have full power and authority to (i) select the key management employees and directors of the Company to whom options may be granted under the Plan; (ii) determine the number of shares subject to each option and the terms and conditions, not inconsistent with the provisions of the Plan, governing such option; (iii) interpret the Plan and any option granted thereunder; (iv) establish such rules and regulations as it deems appropriate for the administration of the Plan; and (v) take such other action as it deems necessary or desirable for the administration of the Plan. The Committee's interpretation and construction of any provision of the Plan or the terms of any option shall be conclusive and binding on all parties. 3. PARTICIPANTS. Only directors and key management employees of the Company shall be eligible to be granted options under the Plan. Nothing contained in the Plan, or in any option granted pursuant to the Plan, shall confer upon any employee or director any right to the continuation of his employment or directorship. 4. EFFECTIVENESS AND TERMINATION OF THE PLAN. The Plan is effective as of March 11, 1996, the date of its adoption by the Board of Directors, and will terminate on March 11, 2001 or such earlier time as the Board of Directors may determine. Any option outstanding under the Plan at the time of its termination shall remain in effect in accordance with its terms and conditions and those of the Plan. 5. THE SHARES. Options may be granted from time to time under the Plan for the purchase, in the aggregate, of not more than 400,000 shares of common stock, $.10 par value of the Company ("Common Stock") (subject to adjustment pursuant to section 14). Such shares of Common Stock may be set aside out of the authorized but unissued shares of Common Stock not reserved for any other purpose or out of previously issued shares acquired by the Company and held in its treasury. Any shares of Common Stock which, by reason of the termination or expiration of an option or otherwise, are no longer subject to purchase pursuant to an option granted under the Plan, may again be subjected to an option under the Plan. 6. STATUS OF OPTIONS. Options granted under the Plan are nonstatutory options not intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code. 7. OPTION PRICE. The price at which shares of Common Stock may be purchased upon the exercise of an option granted under the Plan shall be the fair market value of such shares on the date of grant of such option. 8. TERM AND EXERCISABILITY OF OPTIONS. Options may be granted for terms of not more than ten years and shall be exercisable in accordance with such terms and conditions as are set forth in the option agreements evidencing the grant of such options. Except as otherwise determined by the Committee pursuant to Section 9, no option granted under the Plan shall be exercisable by a participant during the first year after the date of grant of such option. In no event shall an option be exercised or shares be issued pursuant to an option if any requisite approval or consent of any governmental authority having jurisdiction over the exercise of options or the issue and sale of the Common Stock shall not have been secured. 9. TERMINATION OF EMPLOYMENT. Except as otherwise provided in this Section 9, no person may exercise an option more than 30 days (or such longer period as the Committee may establish) after the first date on which he is neither an employee nor a director of the Company. If a participant ceases to be an employee or director of the Company by reason of death, disability, or an employee's retirement at or after his normal retirement date under the Company's pension plan in which he is a participant, he or his estate may exercise any options held by him within 12 months after the later of the date he ceases to be an employee or the date he ceases to be a director of the Company. Except as otherwise determined by the Committee, options may be exercised following the termination of a participant's employment or directorship with respect only to such number of shares of Common Stock as to which the right of exercise had accrued on or before the last day on which he was either an employee or a director of the Company. In no event may an option be exercised after the expiration of the term of such option. 10. PAYMENT. Full payment of the purchase price for shares of Common Stock purchased upon the exercise, in whole or in part, of an option granted under the Plan shall be made at the time of such exercise. The purchase price may be paid in cash or in shares of Common Stock valued at the fair market value thereof on the date of purchase, or in a combination thereof. Alternatively, an option may be exercised in whole or in part by delivering a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price and applicable withholding taxes, and such other documents as the Committee may determine. No shares of Common Stock shall be issued or transferred to a participant until full payment therefor has been made, and a participant shall have none of the rights of a stockholder until shares are issued or transferred to him. 11. NONTRANSFERABILITY. Options granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution, and, during a participant's lifetime, shall be exercisable only by him. 12. SURRENDER OF OPTIONS. The Committee may require the surrender of outstanding options as a condition to the granting of new options. 13. ISSUANCE OF SHARES. If a participant so requests, shares purchased upon the exercise of an option may be issued or transferred in the name of the participant and another person jointly with the right of survivorship. 14. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of any change in the outstanding Common Stock by reason of any stock dividend, stock split, combination of shares, recapitalization, or other similar change in the capital stock of NAI, or in the event of the merger or consolidation of NAI into or with any other corporation or the reorganization of NAI, the number of shares covered by each outstanding option granted under the Plan, the price per share thereof, and the total number of shares for which options may be granted under the Plan shall be adjusted by the Board in such manner as it determines to be appropriate and equitable. 15. AMENDMENT. The Board may amend the Plan in any respect from time to time; provided, however, that, no amendment shall become effective unless approved by affirmative vote of the Company's shareholders if such approval is necessary for the continued validity of the Plan or if the failure to obtain such approval would adversely affect the compliance of the Plan with Rule 16b-3 under the Exchange Act or any other rule or regulation. No amendment may, without the consent of a participant, impair his rights under any option previously granted under the Plan. The Board shall have the power, in the event of any disposition of substantially all of the assets of the Company, its dissolution, any merger or consolidation of the Company with or into any other corporation, or the merger or consolidation of any other corporation into the Company, to amend all outstanding options to permit their exercise prior to the effectiveness of any such transaction and to terminate such options as of such effectiveness. If the Board shall exercise such power, all options then outstanding shall be deemed to have been amended to permit the exercise thereof in whole or in part by the holder at any time or from time to time as determined by the Board prior to the effectiveness of such transaction and such options shall be deemed to terminate upon such effectiveness. 16. LEGAL AND REGULATORY REQUIREMENTS. No option shall be exercisable and no shares will be delivered under the Plan except in compliance with all applicable federal and state laws and regulations including, without limitation, compliance with withholding tax requirements and with the rules of all domestic stock exchanges on which the Common Stock may be listed. Any share certificate issued to evidence shares for which an option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws and regulations. No option shall be exercisable, and no shares will be delivered under the Plan, until the Company has obtained consent or approval from regulatory bodies, federal or state, having jurisdiction over such matters as the Committee may deem advisable. In the case of the exercise of an option by a person or estate acquiring the right to exercise the option by bequest or inheritance, the Committee may require reasonable evidence as to the ownership of the option and may require consents and releases of taxing authorities that it may deem advisable. EX-23.1 5 CONSENT OF KPMG LLP, DRS' ACCOUNTANTS Exhibit 23.1 ACCOUNTANTS' CONSENT The Board of Directors DRS Technologies, Inc.: We consent to the use of our reports incorporated by reference in the Registration Statement (No. 333-69751) and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the registration statement. KMPG LLP Short Hills, New Jersey February 18, 1999 EX-23.2 6 CONSENT OF KPMG/NAI EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors NAI Technologies, Inc.: We consent to the use in this Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of DRS Technologies, Inc. of our report on NAI Technologies, Inc. financial statements and schedule dated February 9, 1998, except for Note 2 which is as of November 6, 1998, and to the reference to our firm under the heading "Experts" and "Selected Financial Data" in the Prospectus. KPMG LLP Melville, New York February 17, 1999 EX-23.4 7 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.4 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the registration statements of DRS Technologies, Inc. on Form S-8 (No. 333-69751) of our report dated October 8, 1998, on our audits of the Statement of Assets to be Acquired and Liabilities to be Assumed as of December 31, 1997 of the EOS Business of Raytheon Company and the Statement of Direct Revenues and Direct Operating Expenses for the year ended December 31, 1997, which report is incorporated by reference in the Report on Form 8-K of DRS Technologies, Inc. dated January 4, 1999, as amended. We also consent to the references to our firm under the caption "Experts". PricewaterhouseCoopers LLP February 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----