-----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, Oi67CHr7Jyj24xSNPOtI5li4BMwJNsto4D32PbAXkrUtY2ZcibTQqvKFpSFvNtu/ our8pa81t1hOFQY1Yqtzhw== 0000950110-02-000113.txt : 20020415 0000950110-02-000113.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950110-02-000113 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: gov.sec.edgar.dataobjects.object.PDSubFN429Data@bbb1095b FILED AS OF DATE: 20020305 EFFECTIVENESS DATE: 20020305 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-83700 FILM NUMBER: 02566568 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 1 e88098_s-8.txt As filed with the Securities and Exchange Commission on March 4, 2002 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM S-8 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) ------------------- DRS Technologies, Inc. 1996 Omnibus Plan (Full Title of Plan) ------------------- 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) ------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------ Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered (1) (2) Offering Price per Aggregate Offering Registration Fee (5) Share (3) (4) Price (4) - ------------------------------------------------------------------------------------------------------------------------ Common Stock, par value 1,875,000 $38.255 $71,728,125.00 $6,598.99 $.01 per share - ------------------------------------------------------------------------------------------------------------------------
(1) Plus such additional number of shares of the Registrant's Common Stock as may be issuable pursuant to the antidilution provisions of the Registrant's 1996 Omnibus Plan. (2) On November 20, 1998 and May 18, 2000, the Registrant's Board of Directors resolved to increase by 900,000 and 975,000, respectively, the shares of the Registrant's Common Stock available for issuance pursuant to the Registrant's 1996 Omnibus Plan. A Registration Statement on Form S-8 with respect to a total of 500,000 of such shares of the Registrant's Common Stock was previously filed (Registration No. 333-14487). Such amendments to the Registrant's 1996 Omnibus Plan were approved by the Registrant's stockholders at the February 11, 1999 Special Meeting of Stockholders and the August 9, 2000 Annual Meeting of Stockholders, respectively. (3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of the average of the high and low sale prices for a share of the Registrant's Common Stock on the American Stock Exchange on February 26, 2002, which date is within five business days of the filing of this Registration Statement. (4) Estimated solely for the purpose of calculating the registration fee. (5) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act as follows: .000092 of $71,728,125.00, the proposed maximum aggregate offering price. ================================================================================ Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed for the purpose of registering additional securities of the same class as those registered under the currently effective Registration Statement on Form S-8 (Registration No. 333-14487) relating to the 1996 Omnibus Plan of DRS Technologies, Inc. (formerly named Diagnostic/Retrieval Systems, Inc.) (the "Registrant"), and the contents of that Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated herein by this reference. PART II INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant 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) the Registrant's Annual Report on Form 10-K for the year ended March 31, 2001. (b) the Registrant's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2001 and December 31, 2001, and the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, as amended by the Registrant's Quarterly Report on Form 10-Q/A filed on November 21, 2001. (c) the Registrant's Current Report on Form 8-K filed on October 12, 2001, as amended by the Current Report on Form 8-K/A filed on November 21, 2001. (d) The description of the common stock, par value $.01 per share, of the Registrant (the "Common Stock") set forth as Item 1 under the caption "Description of the Registrant's Securities to be Registered" in the Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act on March 21, 1996, as amended by Amendment No. 1 thereto, dated March 27, 1996, filed on March 28, 1996 and declared effective by the Commission on April 1, 1996, and any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant after the date of this Registration Statement pursuant to Sections 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 shares of the Common Stock offered hereby has been sold or which deregisters such shares of the Common Stock then remaining unsold, shall be deemed to be incorporated in this Registration Statement 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 Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement 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 Registration Statement 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 Registration Statement. ITEM 8. EXHIBITS. The exhibits listed on the Exhibit Index of this Registration Statement are filed herewith or are incorporated herein by reference to other filings. II-2 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 of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Parsippany, State of New Jersey, on March 4, 2002. Date: DRS TECHNOLOGIES, INC. March 4, 2002 By: /s/ Mark S. Newman ------------------------------- Mark S. Newman Chairman of the Board, President and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark S. Newman and Nina L. Dunn, jointly and severally, his true and lawful attorneys-in-fact, each with the full power of substitution and resubstitution, for them in any and all capacities, to sign any amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Mark S. Newman Chairman of the Board March 4, 2002 - ------------------------ of Directors, President, Mark S. Newman Chief Executive Officer and Director /s/ Richard A. Schneider Executive Vice President, March 4, 2002 - ------------------------ Chief Financial Officer and Treasurer Richard A. Schneider /s/ Ira Albom Director March 4, 2002 - ------------------------ Ira Albom /s/ Donald C. Fraser Director March 4, 2002 - ------------------------ Donald C. Fraser II-3 /s/ William F. Heitmann Director March 4, 2002 - ------------------------ William F. Heitmann /s/ Steven S. Honigman Director March 4, 2002 - ------------------------ Steven S. Honigman /s/ C. Shelton James Director March 4, 2002 - ------------------------ C. Shelton James /s/ Mark N. Kaplan Director March 4, 2002 - ------------------------ Mark N. Kaplan /s/ Stuart F. Platt Director March 4, 2002 - ------------------------ Stuart F. Platt /s/ Dennis J. Reimer Director March 4, 2002 - ------------------------ Dennis J. Reimer /s/ Eric J. Rosen Director March 4, 2002 - ------------------------ Eric J. Rosen II-4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed August 8, 2001 in the office of the Secretary of State of Delaware (incorporated by reference to Exhibit 3.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001). 4.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed August 8, 1997 in the office of the Secretary of State of Delaware (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-4, Registration No. 333-69751). 4.3 Amended and Restated Certificate of Incorporation of the Registrant, as filed April 1, 1996 in the office of the Secretary of State of Delaware (incorporated by reference to Exhibit 3.4 to the Registrant's Registration Statement on Form 8-A, Registration No. 33-64641, Post-Effective Amendment No. 1). 4.4 Amended and Restated By-Laws of the Registrant, as of April 1, 1996 (incorporated by reference to Exhibit 3.8 to the Registrant's Registration Statement on Form 8-A, Registration No. 33-64641, Post-Effective Amendment No. 1). 4.5 Form of Certificate of the Registrant's Common Stock, par value $.01 per share (incorporated by reference to Exhibit 4.11 to the Registrant's Registration Statement on Form S-8, Registration No. 333-14487). 5.1 Opinion of Nina Laserson Dunn, Esq., regarding legality of the securities being registered. 23.1 Consent of KPMG LLP. 23.2 Consent of Nina Laserson Dunn, Esq. (included in the opinion filed as Exhibit 5.1 hereto). 24.1 Powers of Attorney of the directors and certain officers of the Registrant (included in the signature pages to this Registration Statement). 99.1 1996 Omnibus Plan (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-8, Registration No. 333-14487). 99.2 1996 Omnibus Plan, as amended (incorporated by reference to Annex A to the Registrant's Definitive Proxy Statement on Schedule 14A dated June 28, 2000). 99.3 Form of stock option agreement relating to options granted under the 1996 Omnibus Plan (incorporated by reference to Exhibit 99.2 to the Registrant's Registration Statement on Form S-8, Registration No. 333-14487). EX-5 3 e88098_ex5-1.txt EXHIBIT 5.1 [LETTERHEAD OF DRS TECHNOLOGIES, INC.] March 4, 2002 Board of Directors DRS Technologies, Inc. 5 Sylvan Way Parsippany, New Jersey 07054 Ladies and Gentlemen: I am general counsel to DRS Technologies, Inc., a Delaware corporation (the "Company"). Reference is made (i) to the Company's 1996 Omnibus Plan (the "Original Plan") approved by the Board of Directors of the Company on June 17, 1996 and the stockholders of the Company at the August 7, 1996 Annual Meeting of Stockholders and (ii) the Registration Statement on Form S-8 (Registration No. 333-14487) filed by the Company on October 18, 1996 with the Securities and Exchange Commission (the "Commission") with respect to a total of 500,000 shares (subject to adjustment) of common stock, par value $.01 per share, of the Company (the "Common Stock") available for issuance pursuant to the Original Plan. On November 20, 1998 and May 18, 2000, the Company's Board of Directors resolved to amend the Original Plan solely to increase by 900,000 and 975,000, respectively, the number of shares of Common Stock available for issuance pursuant to the Original Plan. Such amendments to the Original Plan were approved by the Company's stockholders at the February 11, 1999 Special Meeting of Stockholders and the August 9, 2000 Annual Meeting of Stockholders, respectively. In connection with such amendments to the Original Plan to increase the number of shares of Common Stock issuable thereunder (such Original Plan, as so amended, the "Amended Plan"), the Company is filing with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), a Registration Statement on Form S-8 (the "Registration Statement"), relating to the additional 1,875,000 shares (subject to adjustment) (the "Shares") of Common Stock available for issuance pursuant to the Amended Plan. This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. I have examined (i) the Registration Statement, (ii) the Amended Plan, (iii) the Company's Amended and Restated Certificate of Incorporation as amended and in effect on the date hereof, (iv) the Company's Amended and Restated By-laws as in effect on the date hereof, (v) resolutions of the Board of Directors of the Company relating to, among other things, the Shares, the Amended Plan and the Registration Statement, (vi) resolutions of the stockholders of the Company relating to the Amended Plan, (vii) a specimen certificate evidencing the Common Stock, and (viii) such other documents as I have deemed necessary or appropriate as a basis for the opinion hereinafter expressed. On the basis of the foregoing, I am of the opinion that the issuance of the Shares has been duly authorized by requisite corporate action by the Company and, assuming the conformity of the certificates representing the Shares to the form of specimen thereof examined by me and the due execution and delivery of such certificates, the Shares, when issued, delivered and paid for in accordance with the terms and conditions of the Amended Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ NINA LASERSON DUNN, ESQ. Nina Laserson Dunn, Esq. Executive Vice President, General Counsel and Secretary DRS Technologies, Inc. EX-23.1 4 e88098_ex23-1.txt INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors DRS Technologies, Inc.: We consent to the use of our report dated May 17, 2001, with respect to the consolidated balance sheets of DRS Technologies, Inc. and subsidiaries as of March 31, 2001 and 2000 and the related consolidated statements of earnings, stockholders' equity and comprehensive earnings, and cash flows and financial statement schedule for each of the years in the three-year period ended March 31, 2001, incorporated herein by reference. /s/ KPMG LLP Short Hills, New Jersey March 4, 2002 -----END PRIVACY-ENHANCED MESSAGE-----