-----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, LACW7r1L8UX0PRr7LK4qCtKSFqfZFuOwaKWwSeLrykstNJxELFV+sAmlNpyEhTDs u/7hyHaZxMvkjuM4Wypjcw== 0001157523-03-005449.txt : 20031016 0001157523-03-005449.hdr.sgml : 20031016 20031016141833 ACCESSION NUMBER: 0001157523-03-005449 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031016 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031016 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: 1934 Act SEC FILE NUMBER: 001-08533 FILM NUMBER: 03943565 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 a4494847.txt DRS TECHNOLOGIES 8-K 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 Date of report (Date of earliest event reported) October 16, 2003 DRS TECHNOLOGIES, INC. ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-08533 13-2632319 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5 Sylvan Way, Parsippany, New Jersey 07054 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (973) 898-1500 ----------------------- None ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On October 16, 2003, DRS Technologies, Inc. (DRS) issued a press release announcing the terms of an offering of $350 million of its 6-7/8% senior subordinated notes due 2013. The transaction is expected to close on October 30, 2003. DRS intends to use the net proceeds from the offering, together with a portion of its available cash and initial borrowings under an amended and restated credit facility, to fund the merger of Integrated Defense Technologies, Inc. (NYSE: IDE) into a wholly-owned subsidiary of DRS, to repay certain of its and Integrated Defense Technologies' outstanding indebtedness, and to pay related fees and expenses. Pending the consummation of the transaction and certain other events, the proceeds of the offering will be held in escrow. The notes are subject to special redemption on December 16, 2003 at a redemption price equal to 100 percent of the aggregate principal amount of the notes, plus accrued interest to the date of redemption, in the event that the merger and other events are not consummated by December 15, 2003. The notes due 2013 have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Registrant's Press Release, dated October 16, 2003. 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 hereunto duly authorized. DRS TECHNOLOGIES, INC. Dated: October 16, 2003 By: /s/ RICHARD A. SCHNEIDER ------------------------ Name: Richard A. Schneider Title: Executive Vice President, Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 99.1 Registrant's Press Release, dated October 16, 2003 EX-99 3 a4494847ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 DRS Technologies Prices Offering of Senior Subordinated Notes Due 2013 PARSIPPANY, N.J.--(BUSINESS WIRE)--Oct. 16, 2003--DRS Technologies, Inc. (NYSE: DRS) announced today the terms of an offering of $350 million of its 6-7/8% senior subordinated notes due 2013. The transaction is expected to close on October 30, 2003. DRS intends to use the net proceeds from the offering, together with a portion of its available cash and initial borrowings under an amended and restated credit facility, to fund the merger of Integrated Defense Technologies, Inc. (NYSE: IDE) into a wholly-owned subsidiary of DRS, to repay certain of its and Integrated Defense Technologies' outstanding indebtedness, and to pay related fees and expenses. Pending the consummation of the transaction and certain other events, the proceeds of the offering will be held in escrow. The notes are subject to special redemption on December 16, 2003 at a redemption price equal to 100 percent of the aggregate principal amount of the notes, plus accrued interest to the date of redemption, in the event that the merger and other events are not consummated by December 15, 2003. The notes due 2013 have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption of registration requirements. DRS Technologies provides leading edge products and services to government and commercial customers worldwide. Focused on defense electronics, the company develops and manufactures a broad range of mission critical systems and components in the areas of communications, combat systems, battlefield digitization, electro-optics, power systems, data storage, digital imaging, flight safety and space. For more information about DRS Technologies, please visit the company's web site at www.drs.com. CONTACT: DRS Technologies, Inc. Patricia M. Williamson, 973-898-1500 -----END PRIVACY-ENHANCED MESSAGE-----