-----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, MVz657VPoNJxdcRfUpXqpYAdu49ny533N+ZJpiy1ZGvvV8rzQtzJNDdYsah6OOeT OrThHiRMW5cYK1KT5tMEMg== 0000950110-99-000294.txt : 19990308 0000950110-99-000294.hdr.sgml : 19990308 ACCESSION NUMBER: 0000950110-99-000294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990219 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990305 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-K SEC ACT: SEC FILE NUMBER: 001-08533 FILM NUMBER: 99557825 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-K 1 FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FEBRUARY 19, 1999 ------------------ (Date of earliest event reported) Commission file number 1-8533 DRS TECHNOLOGIES, INC. --------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-2632319 -------------------- ----------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054 ----------------------------------------- ------ (Address of principal executive offices) (Zip Code) (973) 898-1500 ----------------------------- (Registrant's telephone number, including area code) ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On February 19, 1999, DRS Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of DRS Technologies, Inc., a Delaware Corporation ("DRS"), merged (the "Merger") with and into NAI Technologies, Inc., a New York corporation ("NAI"), with NAI being the surviving corporation and continuing as a direct wholly-owned subsidiary of DRS. As a result of the Merger: holders of NAI common stock received 0.25 of a share of DRS common stock for each share of NAI common stock; each NAI 12% Convertible Subordinated Promissory Note due January 15, 2001 is convertible into 0.25 of a share of DRS common stock; each issued and outstanding NAI warrant to purchase NAI common stock at an exercise price of $2.50 per share was converted into DRS warrants at a conversion ratio of .025 shares of DRS common stock to one share of NAI common stock; each NAI stock option outstanding under the NAI 1991 Stock Option Plan, 1993 Stock Option Plan for Directors, and 1996 Stock Option Plan ("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 DRS common stock equal to the product (rounded down to the nearest whole number) of .025 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. The terms of the Merger were described in the Joint Proxy Statement/ Prospectus of DRS and NAI dated January 25, 1999, which was included in DRS' Registration Statement on Form S-4 (No. 333-69751). ITEM 7. INFORMATION AND EXHIBITS (A) Financial Statements: The financial information otherwise required to be included with this Form 8-K is included in DRS' Registration Statement on Form S-4 (No. 333-69751), filed with the Securities and Exchange Commission on January 25, 1999. (B) Exhibits: 1. Agreement and Plan of Merger dated as of August 26, 1998, as amended, among DRS Technologies, Inc., DRS Merger Sub, Inc. and NAI Technologies, Inc. (attached as Annex A to the Joint Proxy Statement/Prospectus included as part of DRS' Registration Statement on Form S-4 (No. 333-69751) and incorporated herein by reference [Registration Statement No. 333-69751, Post Effective Amendment No. 1, Exhibit 2.1]). 2. Amendment to Agreement and Plan of Merger, dated as of February 17, 1999, among DRS Technologies, Inc., DRS Merger Sub, Inc. and NAI Technologies, Inc. 3. Press release dated February 19,1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DRS TECHNOLOGIES, INC. Registrant Date: March 5, 1999 /s/ RICHARD A. SCHNEIDER ------------------------- Richard A. Schneider Executive Vice President, Finance and Chief Financial Officer 2 EX-2.2 2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER February 17,1999 MAI Technologies, Inc. 282 New York Avenue Huntington, New York 11743 Dear Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of August 26, 1998 (the "Merger Agreement"), among DRS Technologies, Inc., a Delaware corporation ("DRS"), DRS Merger Sub, Inc., a New York corporation ("Merger Sub"), and NAI Technologies, Inc. ("NAI"), as amended by the letter agreement, dated December 22, 1998, and the letter agreement dated January 21, 1999, among DRS, Merger Sub and NAI. Initially capitalized terms used herein without definition shall have the meanings assigned to them in the Merger Agreement. DRS, Merger Sub and NAI wish to extend the date for the consummation of the Merger from February 17, 1999 to February 22, 1999. Accordingly, DRS, Merger Sub and NAI each hereby agrees that the Merger Agreement be and hereby is amended as follows: 1. Section 10.1(b)(i) of the Merger Agreement is hereby amended so that the reference to "February 17, 1999" appearing in the first sentence of clause (i) is replaced with "February 22, 1999"; and 2. Section 10.2(c) of the Merger Agreement is hereby amended so that the reference to "February 17, 1999" appearing in clause (i) of the proviso at the end of subsection (c) is replaced with "February 22, 1999." Except as specifically amended hereby, the Merger Agreement shall, in all respects, remain in full force and effect. NAI Technologies, Inc. February 17, 1999 Page 2 Please sign where noted below to confirm the foregoing agreement. Very Truly Yours, DRS TECHNOLOGIES, INC. By: /s/ NINA L. DUNN --------------------------------- Name: Nina L. Dunn, Esq. Title: Executive Vice President and General Counsel ACCEPTED AND AGREED: NAI TECHNOLOGIES, INC. DRS MERGER SUB, INC. By: /s/ RICHARD A. SCHNEIDER By: /s/ NINA LASERSON DUNN ------------------------- --------------------------------- Name: Richard A. Schneider Name: Nina Laserson Dunn Title: Executive Vice President, Title: Vice President & Secretary Chief Financial Officer, Secretary & Treasurer EX-99.1 3 PRESS RELEASE NEWS RELEASE For information contact: Patricia M. Williamson DRS Technologies, Inc. (973) 898-1500 FOR IMMEDIATE RELEASE Friday, February 19, 1999 DRS ACQUIRES NAI TECHNOLOGIES PARSIPPANY, N.J., February 19 -- DRS Technologies, Inc. (ASE; DRS) announced that it has completed the acquisition of NAI Technologies (Nasdaq: NATL) in a stock transaction involving approximately 3.7 million shares of DRS common stock, NAI stockholders received 0.25 of a share of DRS common stock for each share of NAI common stock held. NAI's 12 percent convertible subordinated promissory notes and warrants to purchase NAI common stock are convertible into or exercisable for DRS common stock at the same one quarter-to-one ratio. NAI Technologies, based in Huntington, New York, is a diversified, international electronics company and a leading provider of rugged computers, peripherals and integrated systems primarily for military and special government applications. The company has other office locations in Columbia, Maryland; Longmont, Colorado; Farnham, England; and Fyshwick, Australian Capital Territory, Australia and employs approximately 200 people. NAI reported revenues of approximately $52 million for the fiscal year ended December 31, 1997 and $35 million for the nine-month period ended September 30, 1998. Commenting on the transaction, Mark S. Newman, chairman, president and chief executive officer, said: "As a diversified, international electronics company, NAI's business strongly complements the defense electronics products and systems integration technologies of our Electronics Systems Group. This acquisition is in line with our goal to expand DRS's market share in ruggedized computers and peripheral equipment for military applications and enhance our competitive position within the U.S. Army, government intelligence and international defense communities, We consider NAI a strategic fit for DRS's plans for growth to become a mid-tier defense technology leader. This acquisition is expected to be accretive next fiscal year." DRS Technology provides leading edge products and services to government and commercial markets worldwide. Focused on defense electronics, the company develops and manufactures a broad range of mission critical products, from rugged computers and peripherals to systems and components in the areas of communications, data storage, digital imaging, electro-optics, flight safety and space. The company offers a full complement of technical support and advanced manufacturing services. Additional information is available on the company's web site at www.drs.com. -----END PRIVACY-ENHANCED MESSAGE-----