EX-25.1 6 a2153061zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1

FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a U.S. national bank)		   13-5160382
(I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.
(Address of principal executive offices)
 
10286
(Zip code)


DRS TECHNOLOGIES, INC.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
13-2632319
(I.R.S. employer
identification no.)

NAI Technologies, Inc.
(Exact name of obligor as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization)		   11-1798773
(I.R.S. employer
identification no.)

DRS Electronic Systems, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
22-3256179
(I.R.S. employer
identification no.)

DRS Surveillance Support Systems, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
59-3738936
(I.R.S. employer
identification no.)


DRS Technical Services, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
95-3770449
(I.R.S. employer
identification no.)

DRS Power & Control Technologies, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
42-1537952
(I.R.S. employer
identification no.)

DRS Electric Power Technologies, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
65-1165812
(I.R.S. employer
identification no.)

DRS Power Technology, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
41-2085595
(I.R.S. employer
identification no.)

Paravant Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization)
 
59-2209179
(I.R.S. employer
identification no.)

DRS Tactical Systems, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization)
 
58-2487888
(I.R.S. employer
identification no.)

DRS Engineering Development Labs, Inc.
(Exact name of obligor as specified in its charter)

Ohio
(State or other jurisdiction of
incorporation or organization)
 
31-1176055
(I.R.S. employer
identification no.)

DRS Signal Technologies, Inc.
(Exact name of obligor as specified in its charter)

Ohio
(State or other jurisdiction of
incorporation or organization)
 
58-2417599
(I.R.S. employer
identification no.)

DRS Signal Recording Technologies, Inc.
(Exact name of obligor as specified in its charter)
     

2


Maryland
(State or other jurisdiction of
incorporation or organization)
 
52-1524153
(I.R.S. employer
identification no.)

DRS Systems Management Corporation
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
22-3263915
(I.R.S. employer
identification no.)

DRS Optronics, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
59-3321536
(I.R.S. employer
identification no.)

DRS Sensors & Targeting Systems, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
22-3603945
(I.R.S. employer
identification no.)

DRS FPA, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
22-3603943
(I.R.S. employer
identification no.)

DRS Infrared Technologies, L.P.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
22-3611280
(I.R.S. employer
identification no.)

DRS Unmanned Technologies, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
22-3593065
(I.R.S. employer
identification no.)

DRS Data & Imaging Systems, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
94-2260549
(I.R.S. employer
identification no.)

DRS Technologies Canada, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
22-3593066
(I.R.S. employer
identification no.)
     

3


DRS Communications Company LLC
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
52-2248383
(I.R.S. employer
identification no.)

DRS Systems, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
22-3422328
(I.R.S. employer
identification no.)

Night Vision Equipment Co., Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
11-3684395
(I.R.S. employer
identification no.)

DRS International, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
22-3593067
(I.R.S. employer
identification no.)

Integrated Defense Technologies, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
13-4027646
(I.R.S. employer
identification no.)

Tech-Sym Corporation
(Exact name of obligor as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)
 
74-1509818
(I.R.S. employer
identification no.)

DRS Test & Energy Management, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
38-2774090
(I.R.S. employer
identification no.)

DRS EW & Network Systems, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 
13-4052297
(I.R.S. employer
identification no.)

DRS Signal Solutions, Inc.
(Exact name of obligor as specified in its charter)
     

4


Delaware
(State or other jurisdiction of
incorporation or organization)
 
38-3662361
(I.R.S. employer
identification no.)

DRS Training & Control Systems, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization)
 
59-1118491
(I.R.S. employer
identification no.)

5 Sylvan Way
Parsippany, New Jersey
(Address of principal executive offices)
 
07054
(Zip code)


67/8% Senior Subordinated Notes due 2013
(Title of the indenture securities)

5

1.     General information. Furnish the following information as to the Trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.

 
   Name
   Address
    Superintendent of Banks of the State of New York   2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203

 
 
Federal Reserve Bank of New York
 
33 Liberty Plaza, New York, N.Y. 10045

 
 
Federal Deposit Insurance Corporation
 
Washington, D.C. 20429

 
 
New York Clearing House Association
 
New York, New York 10005
    (b)
    Whether it is authorized to exercise corporate trust powers.

    Yes.

2.     Affiliations with Obligor.

    If the obligor is an affiliate of the trustee, describe each such affiliation.

    None.

16.   List of Exhibits.

    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

    1.
    A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

    6.
    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

    7.
    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

6


SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 5th day of April, 2005.

    THE BANK OF NEW YORK

 
 
By:
/s/  BEATA HRYNIEWICKA      
Name: BEATA HRYNIEWICKA
Title: ASSISTANT TREASURER

7

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 
   Dollar Amounts In Thousands
ASSETS      
Cash and balances due from depository institutions:      
  Noninterest-bearing balances and currency and coin   $ 3,866,500
  Interest-bearing balances     8,455,170
Securities:      
  Held-to-maturity securities     1,885,665
  Available-for-sale securities     20,781,508
Federal funds sold and securities purchased under agreements to resell      
  Federal funds sold in domestic offices     3,730,007
  Securities purchased under agreements to resell     847,805
Loans and lease financing receivables:      
  Loans and leases held for sale     0
  Loans and leases, net of unearned income     36,195,743
  LESS: Allowance for loan and lease losses     587,611
  Loans and leases, net of unearned income and allowance     35,608,132
Trading Assets     4,174,521
Premises and fixed assets (including capitalized leases)     949,424
Other real estate owned     754
Investments in unconsolidated subsidiaries and associated companies     268,366
Customers' liability to this bank on acceptances outstanding     52,800
Intangible assets      
  Goodwill     2,746,404
  Other intangible assets     758,137
Other assets     8,013,234
   
Total assets   $ 92,138,427
   
       


LIABILITIES
 
 
 
Deposits:      
  In domestic offices   $ 41,480,131
  Noninterest-bearing     16,898,525
  Interest-bearing     24,581,606
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     24,028,722
  Noninterest-bearing     576,431
  Interest-bearing     23,452,291
Federal funds purchased and securities sold under agreements to repurchase      
  Federal funds purchased in domestic offices     1,040,432
  Securities sold under agreements to repurchase     491,007
Trading liabilities     2,724,930
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)     4,780,573
Not applicable      
Bank's liability on acceptances executed and outstanding     54,517
Subordinated notes and debentures     2,390,000
Other liabilities     6,901,014
   
Total liabilities   $ 83,891,326
   
Minority interest in consolidated subsidiaries     140,499

EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus     0
Common stock     1,135,284
Surplus (exclude all surplus related to preferred stock)     2,087,221
Retained earnings     4,892,420
Accumulated other comprehensive income     -8,323
Other equity capital components     0
   
Total equity capital     8,106,602
   
Total liabilities, minority interest, and equity capital   $ 92,138,427
   

        I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 
    
    Thomas J. Mastro,
Senior Vice President and Comptroller

        We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 
    
Thomas A. Renyi    
Gerald L. Hassell   Directors
Alan R. Griffith    

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SIGNATURE
Consolidated Report of Condition of THE BANK OF NEW YORK