-----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, WpZwyLELlrJDyCTu/H5+NNkW1EHiII0x+MrIGyKUmXqMxlqcgSGSr0AVTF/N1Ryb 3nDHDqvvv2dolZPn2rk/Iw== 0001157523-03-006295.txt : 20031105 0001157523-03-006295.hdr.sgml : 20031105 20031105112719 ACCESSION NUMBER: 0001157523-03-006295 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031104 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031105 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: 03978244 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 a4509877.txt DRS TECHNOLOGIES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------- Date of Report: November 4, 2003 (Date of earliest event reported) DRS Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 1-08533 13-2632319 (State or Other (Commission File Number) (IRS Employer Jurisdiction of Incorporation) Identification No.) 5 Sylvan Way, Parsippany, New Jersey 07054 (Address of Principal Executive Offices) (973) 898-1500 (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets On November 4, 2003, the registrant completed the previously announced merger of MMC3 Corporation, a wholly-owned subsidiary of the registrant ("Merger Sub"), into Integrated Defense Technologies, Inc. ("IDT"), pursuant to the Agreement and Plan of Merger dated as of August 15, 2003 among the registrant, Merger Sub and IDT (the "Merger Agreement"). As a result of the acquisition, IDT has become the registrant's wholly-owned subsidiary. IDT is a developer and provider of advanced electronics and technology products to the defense and intelligence industries. Under the terms of the Merger Agreement, the total consideration for the acquisition, including $175 million of IDT's net debt which was refinanced, was approximately $543 million before transaction expenses. Each share of IDT common stock outstanding at the effective time of the merger has been converted into the right to receive $12.25 in cash and 0.2027 of a share of the registrant's common stock. The registrant will issue approximately 4,323,172 shares of common stock to former IDT stockholders. To finance the acquisition, the registrant entered into a new credit facility and issued senior subordinated notes. The credit facility was entered into on November 4, 2003 with Wachovia Bank, National Association and Bear, Stearns Corporate Lending, Inc. The credit facility provides the registrant with $411 million in cash. The credit facility consists of (1) a seven-year term loan in an aggregate principal amount of $236 million, with principal repayable in quarterly installments at a rate of 1.00% per year and the balance to be repaid in equal quarterly installments beginning on December 31, 2009 and (2) a five-year revolving credit facility in an aggregate principal amount of $175 million, to be repaid in full on the fifth anniversary of the closing date of the facility. The registrant issued $350 million aggregate principal amount senior subordinated notes due 2013 (the "Notes") on October 30, 2003. The Notes were issued pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended. The notes bear interest at 6 7/8% and are guaranteed by certain of DRS's wholly-owned U.S. subsidiaries. The foregoing summary of the merger is qualified in its entirety by the specific terms and provisions of the Merger Agreement. The Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed on August 19, 2003 and is incorporated herein by reference. On November 4, 2003, the registrant issued a press release regarding the closing of the merger contemplated by the Merger Agreement. The press release is included herewith as Exhibit 99.1 Item 7. Financial Statements and Exhibits (a) In reliance on instruction B.3 of Form 8-K, the financial statements of IDT required under this Item 7(a) have not been provided. These financial statements were previously filed with the SEC in the registrant's Amendment No. 1 to Registration Statement on Form S-4, dated October 9, 2003. (b) DRS will file the required unaudited pro forma financial information in connection with the transaction by amendment to this Form 8-K not later than 60 days after the date that this Form 8-K must be filed. (c) Exhibits. 2.1 Agreement and Plan of Merger dated August 15, 2003 among the registrant, Merger Sub and IDT (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the registrant on August 19, 2003). 99.1 Press release issued on November 4, 2003 by the registrant. 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 as of: November 4, 2003 By: /s/ Nina L. Dunn -------------------------- Name: Nina L. Dunn Title: Executive Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description 2.1 Agreement and Plan of Merger dated August 15, 2003, among the registrant, Merger Sub and IDT (Registration Statement No. 333-108704, Amendment No. 1 to Form S-4, Exhibit 2.1). 99.1 Press release issued on November 4, 2003 by the registrant. EX-99 3 a4509877_ex991.txt DRS TECH PRESS RELEASE Exhibit 99.1 DRS Technologies Completes Acquisition of Integrated Defense Technologies PARSIPPANY, N.J.--(BUSINESS WIRE)--Nov. 4, 2003--DRS Technologies, Inc. (NYSE: DRS) announced today that it has completed its acquisition of Integrated Defense Technologies, Inc. (IDT). In the transaction, a wholly-owned subsidiary of DRS was merged with IDT. The transaction was completed following the approval by a majority of IDT's stockholders at a special meeting held earlier today. The acquisition is expected to add immediate earnings accretion to DRS. Each share of IDT common stock was converted in the merger into the right to receive a combination of $12.25 in cash and 0.2027 of a share of DRS common stock, or approximately $17.29 per IDT share, based on the closing price of DRS's common stock on November 3, 2003. The cash portion of the acquisition, together with the net debt of IDT, aggregated approximately $436 million at closing. Total consideration for the acquisition, including approximately $175 million of IDT's net debt that was refinanced at closing, was approximately $543 million before transaction expenses. DRS financed the acquisition by utilizing existing excess cash on hand, bank borrowings in the form of a $236 million amended and restated credit facility, and the issuance of 6.875 percent senior subordinated notes due 2013 in an aggregate principal amount of $350 million. "The addition of IDT is a milestone achievement in the implementation of our business strategy, extensively diversifying our product base and expanding our customer relationships," said Mark S. Newman, DRS Technologies' chairman, president and chief executive officer. "This transaction has enhanced our content on key U.S. Army and Navy weapons programs, contributed a significant new base of U.S. Air Force programs and greatly expanded DRS's intelligence agency business, creating a formidable, defense electronics industry competitor. We look forward to integrating this new operation with DRS and to building stockholder value by fully leveraging the strengths and synergies this combination offers." Wachovia Securities served as financial advisor to DRS on the transaction. Bear, Stearns & Co. Inc. served as financial advisor to IDT on the transaction. DRS Technologies, headquartered in Parsippany, New Jersey, provides leading edge products and services to defense, government intelligence and commercial customers worldwide. Focused on defense electronics, DRS develops and manufactures a broad range of mission critical systems. The company employs 5,700 people worldwide. For more information about DRS Technologies, please visit the company's web site at www.drs.com. SAFE HARBOR: This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on management's beliefs and assumptions, current expectations, estimates and projections. Such statements, including statements relating to DRS Technologies' and Integrated Defense Technologies' expectations for future financial performance, are not considered historical facts and are considered forward-looking statements under the federal securities laws. These statements may contain words such as "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions. These statements are not guarantees of the companies' future performance and are subject to risks, uncertainties and other important factors that could cause actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements and include, without limitation, demand and competition for such companies' products and other risks or uncertainties detailed in such companies' Securities and Exchange Commission filings. Given these uncertainties, you should not rely on forward-looking statements. The companies undertake no obligations to update any forward-looking statements, whether as a result of new information, future events or otherwise. Wachovia Securities is the trade name for the corporate and investment banking services of Wachovia Corporation and its subsidiaries, including Wachovia Capital Markets, LLC (WCM), member NYSE, NASD, SIPC. CONTACT: DRS Technologies, Inc. Patricia M. Williamson, 973-898-1500 -----END PRIVACY-ENHANCED MESSAGE-----