DEFA14A

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

Date of Report (Date of Earliest Event Reported):May 15, 2008 (May 12, 2008)

DRS TECHNOLOGIES, INC.

 (Exact name of registrant as specified in its charter)

Delaware	1-08533	13-2632319
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
5 Sylvan Way, Parsippany, New Jersey 07054
(Address of principal executive offices)

(973) 898-1500

 (Registrant’s telephone number, including area code)

Not Applicable

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ý  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

___________________________________________________________________

Item 7.01     Regulation FD Disclosure.

The following information is furnished under Item 7.01, “Regulation FD Disclosure”, and Item 9.01 “Financial Statements and Exhibits”. This information, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On May 12, 2008, DRS Technologies, Inc. (the “Company”), a Delaware corporation, Finmeccanica - Societá per azioni (“Finmeccanica”), a societá per azioni organized under the laws of Italy, and Dragon Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Finmeccanica (“Acquisition Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).  On May 13, 2008, the Company held an investor conference call in connection with the announcement of its entry into the Merger Agreement.  The transcript of that call is furnished as Exhibit 99.1 hereto and incorporated herein by reference.  A copy of the slide presentation presented as part of the investor conference call is furnished as Exhibit 99.2 hereto and incorporated herein by reference.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: 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 the Company’s 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 "may," "will," "intend," "plan," "project," "expect," "anticipate," "could," "should," "would," "believe," "estimate," "contemplate," "possible" or similar expressions. These statements are not guarantees of the Company's 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 the Company's products and other risks or uncertainties detailed in the Company's Securities and Exchange Commission filings. Given these uncertainties, you should not rely on forward looking statements. Such forward-looking statements speak only as of the date on which they were made, and the Company undertakes no obligations to update any forward-looking statements, whether as a result of new information, future events or otherwise.

IMPORTANT INFORMATION

In connection with the proposed Merger and required stockholder approval, the Company will file with the Securities and Exchange Commission (the "SEC") a proxy statement. The proxy statement will be mailed to the Company’s stockholders and will contain information about the Company, the proposed merger and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. In addition to receiving the proxy statement from the Company by mail, stockholders will be able to obtain the proxy statement, as well as other filings containing information about the Company, without charge, from the SEC's website (http://www.sec.gov) or, without charge, from the Company at www.DRS.com.

PARTICIPANTS IN SOLICITATION

The Company and its directors and executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies in connection with the Merger. Information concerning the Company’s participants is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, which was filed with the SEC on May 30, 2007. Additional information regarding the interests of participants of the Company in the solicitation of proxies in connection with the merger will be included in the proxy statement to be filed with the SEC. The Company’s press releases and other Company information are available at the Company’s website located at www.DRS.com.

Item 8.01 Other Events.

The information set forth in Item 7.01 of this Current Report is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(c)  Exhibits

The following press release is included as an exhibit to this report:

Exhibit No.	Description
99.1	Transcript of Investor Conference Call held by DRS Technologies, Inc. on May 13, 2008.
99.2	Slide Presentation for Investor Conference Call held by DRS Technologies, Inc. on May 13, 2008.

DRS TECHNOLOGIES, INC.

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.
		(Registrant)
Date:	May 15, 2008	By:
		/s/ RICHARD A. SCHNEIDER
		Richard A. Schneider
		Executive Vice President, Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Transcript of Investor Conference Call held by DRS Technologies, Inc. on May 13, 2008.
99.2	Slide Presentation for Investor Conference Call held by DRS Technologies, Inc. on May 13, 2008.

EX-99.1

Final Transcript

 Conference Call Transcript

DRS - DRS Technologies Conference Call

Event Date/Time: May. 13. 2008 / 9:00AM ET

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Final Transcript

May. 13. 2008 / 9:00AM ET, DRS - DRS Technologies Conference Call

CORPORATE PARTICIPANTS

 Patricia Williamson

 DRS Technologies, Inc. - VP, Investor Relations

 Mark S. Newman

 DRS Technologies, Inc. - Chairman, President and CEO

 Pier Francesco Guarguaglini

 Finmeccanica, S.p.A. - Chairman and CEO

 Alessandro Pansa

 Finmeccanica, S.p.A. - CFO

CONFERENCE CALL PARTICIPANTS

 Howard Rubel

 Jefferies - - Analyst

 Steve Levinson

 Stifel Nicolaus - Analyst

 Adam Koretsky

 Citigroup - - Analyst

 Myles Walton

 Oppenheimer - - Analyst

 Rob Spingarn

 Credit Suisse - Analyst

 PRESENTATION

Operator

Good morning, everyone. Welcome to today's conference. (OPERATOR INSTRUCTIONS). As a reminder, ladies and gentlemen, this conference call is being recorded. At this time, for opening remarks and introductions, I will turn the call over to Ms. Patricia Williamson, Vice President of Investor Relations with DRS.

Patricia Williamson - DRS Technologies, Inc. - VP, Investor Relations

Thank you. Good morning, and thank you for joining us on today's conference call. Hosting today's call are Pier Francesco Guarguaglini, Chairman and Chief Executive Officer of Finmeccanica; Alessandro Pansa, Chief Financial Officer and co-General Manager of Finmeccanica; and Mark S. Newman, Chairman President and Chief Executive Officer of DRS Technologies. Mark will provide an overview of the merger and strategic rationale, while Pier and Alessandro will give Finmeccanica's perspective on the deal and the terms of the financing.

Before we begin, I'd like to remind everyone that we are providing a simultaneous Webcast of this call to the public. An archive of this Webcast will be available later today on our Web site.

Today's remarks may include some forward-looking statements. In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act, please note the risks and uncertainties related to forward-looking statements. These are more fully described in yesterday's joint news release and in DRS's filings with the Securities and Exchange Commission, available on DRS's Web site. Neither company undertakes any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

I'd now like to turn the call over to DRS's Chairman, President and CEO, Mark Newman.

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Final Transcript

May. 13. 2008 / 9:00AM ET, DRS - DRS Technologies Conference Call

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

Thanks Pat. Good morning and thank you for joining us on today's call. Yesterday marked an important chapter for DRS Technologies' 40-year history. After the market closed, we announced that we had signed a definitive merger agreement with Finmeccanica, one of Europe's leading aerospace and defense contractors, based in Rome. Under the agreement, Finmeccanica will acquire DRS for $81 per share in an all-cash transaction. The transaction has an enterprise value of approximately $5.2 billion, or approximately EUR3.35 billion, and includes the assumption of $1.2 billion in debt following the conversion of DRS's convertible notes. We expect to close the transaction by the fourth quarter of 2008.

This merger offers a very attractive return to DRS's shareholders, and comes at the most ideal time when the defense sector is enjoying strong demand. Finmeccanica's offer is a compelling price, which represents a 27% premium over DRS's closing share price on May 7, and a 32% premium over our 30-day trading average stock price. The boards of directors of both Finmeccanica and DRS have unanimously approved the terms of the agreement.

This transaction represents a strategic fit for two industry leaders with proven track records in the United States and international defense markets. The combination of these two companies will create a top-tier $24 billion global defense competitor. For DRS, this is a transformational corporate event. It dramatically accelerates DRS's vision of becoming one of the top 10 defense companies in the world, and with Finmeccanica's depth of resources, we will have the ability to bid on significant prime defense contracts.

Here in the US, our domestic presence will be strengthened through the merger of Finmeccanica's existing US defense electronics businesses, with DRS leading the combined corporate entity. Globally, Finmeccanica's presence the world over will allow DRS increased access to international markets, supporting us in our effort to expand our reach beyond North America.

DRS's vision includes added investment to our research and development programs and an increase in high-wage and high-skill jobs across our family of US units. Finmeccanica will be able to support this expansion as well.

Under the agreement signed yesterday, DRS will operate as a wholly-owned stand-alone subsidiary of Finmeccanica. Our current management team and headquarters will remain the same. We will retain our corporate name and operate as an autonomous subsidiary of Finmeccanica under a Special Security Agreement. Finmeccanica and DRS are currently and will continue to be actively engaged in discussions with the appropriate US regulatory agencies to ensure a productive outcome in this regard.

Operating as an SSA, DRS will have a separate board of directors comprised primarily of US citizens. In the coming months as we move closer to the closing, we will be focused on making the transition as seamless as possible for all of our customers, employees and suppliers. In the meantime, it will be business as usual, as we work steadily toward achieving our operational goals.

At this time I'd like to turn the call over to Pier Guarguaglini, the Chairman and CEO of Finmeccanica.

Pier Francesco Guarguaglini - Finmeccanica, S.p.A. - Chairman and CEO

Thank you very much. Finmeccanica is a public holding group in the defense and security business. We have facilities in the US, UK, around the globe. Finmeccanica’s stock trades on the Milan stock exchange under the symbol FNC. We have over 60,000 employees worldwide and over 2,000 employees in 32 US facilities. We rank as the ninth largest defense contractor in the world. Our revenues in 2007 were $21 billion.

The impact of this transaction is very important for us. There are many benefits for Finmeccanica. First of all, Finmeccanica immediately gains a strong foothold in the US defense market as a $24 billion leading defense contractor. There are strong opportunities to leverage DRS’s core competencies in international markets. Complementary units will create opportunities for expanded roles in the international defense market, particularly in land and naval systems, mission avionics, simulation and training, and integrated logistics support services.

We have a lot opportunity around the world. In the UK, we have ground vehicle and naval equipment systems for security; In Israel, Egypt, Jordan, Saudi Arabia – border control systems for security; Eastern Europe – border control systems; In Africa, communication networks infrastructure; in India, border control systems; same thing in South Korea and Japan. In South America, there is some opportunity in naval systems and ground systems; In the US and Canada, it is clear that the combination of these two companies will represent in the US market our significant contribution to national defense and homeland security. So, this merger will present a lot of opportunities around the world.

Now I give the conference call over to Mr. Pansa.

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Final Transcript

May. 13. 2008 / 9:00AM ET, DRS - DRS Technologies Conference Call

Alessandro Pansa - Finmeccanica, S.p.A. - CFO

Thank you, Pier. Good morning, everybody. A few words about the terms of the transaction, which is subject to approval by DRS shareholders and is subject to regulatory approval and other closing conditions. Of course, also we have to have a signed agreement with the Defense Security Service, and we need the approval of the Committee on Foreign Investment in the United States.

As Mr. Newman mentioned, in order to close the deal these effort will be undertaken and completed by the fourth quarter of 2008. Finmeccanica, which is a listed company, you remember, a listed company on the Italian stock exchange, is financing this deal on a short-term basis with committed financing provided to us by four major banking institutions, which is partly a short-term line, a one-year maturity opportunity. We expect that in any case that we will be able to undertake in terms of capital structures before the closing of the transaction.

Moreover, we expect that with a $3.2 billion US credit line, Finmeccanica will put in place a financing structure that is two-thirds done with a mixture of new equity issues and divestitures, and one-third as new long-term debt. As far as the first terms are concerned, of course, Finmeccanica has already got the commitment from the shareholders to issue 42.5 billion of new shares of the stock market, and therefore, a new equity issue could take place as soon as we will be closer to the closing date of the transaction.

Finmeccanica has also a number of assets which we have the possibility to divest, in order to complete two-thirds of net debt, involving the assets that we intend to list to the stock exchange, the majority of the shares of AnsaldoEnergia, which is an energy company 100% owned by us with revenues of more than EUR 1 billion in 2007 and an operating margin which is higher than 8% this year, and has very good prospects in growth revenues and profitability for the next few years. Other divestitures will be possible in order to complete the ratio that I mentioned.

On the other side, we intend also to issue some additional long-term debt with the aim to extend the maturity of the Finmeccanica financial terms, which today is 8.5 years, and therefore, we will take some initiative from this viewpoint in the next few months. There will be a chance that Finmeccanica will go to the market with a bond issue. Finmeccanica (technical difficulty) the market with (inaudible). By the way, and finally we will also take into account and decide what we will do with the DRS bondholders, which, as you know, have a change-of-control put option. And on the other side, Finmeccanica has decided to leave aside [inaudible].

I leave the rest of the words to Mr. Guarguaglini for the final remarks.

Pier Francesco Guarguaglini - Finmeccanica, S.p.A. - Chairman and CEO

In conclusion, this is a win-win combination, because it accelerates DRS’s vision of becoming a top-tier defense contractor that can compete as a prime for large contracts, and at the same time the merger firmly establishes Finmeccanica's position as a leading contractor [in the] US defense market.

Thank you very much. We have concluded our presentation.

QUESTION AND ANSWER

Operator

 (OPERATOR INSTRUCTIONS). Howard Rubel, Jefferies.

Howard Rubel - Jefferies - Analyst

First, Mark, did you share financial projections with Finmeccanica?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

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Final Transcript

May. 13. 2008 / 9:00AM ET, DRS - DRS Technologies Conference Call

Yes, we did. They've done thorough due diligence.

Howard Rubel - Jefferies - Analyst

Could you give us a sense of what you had in revenues and EBITDA in '08 and '09?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

No. What we will be able to do is we will have a normal earnings call probably sometime towards the end of May to report our year-end March 31, 2008. That's coming up shortly.

Howard Rubel - Jefferies - Analyst

So we'll get this information then with the merger documents. Because if you've shared it, we should be able to have access to that, right?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

Once those documents come out, whatever is in the documents you'll be able to report through. Absolutely.

Howard Rubel - Jefferies - Analyst

How do you deal with the converts and with the -- I didn't quite understand the follow-up on the debt. Will some of this debt be called and you'll refinance it?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

That will be up to the parent company, and the converts will probably convert, I would imagine.

Howard Rubel - Jefferies - Analyst

Thank you very much.

Operator

Steve Levinson, Stifel Nicolaus.

Steve Levinson - Stifel Nicolaus - Analyst

Congratulations. Sounds like a good deal. I know in your press release you talked about -- and in your remarks -- you talked about business as usual. Does that include continuing your acquisition program? Will this free you up to be able to do things? Do you envision doing larger transactions, or looking for the same sort of tuck-ins and bolt-ons that helped you get to where you are now?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

That's a good point. As you know, our strategy for growth has always been organic growth and growth through acquisition. We took a two-year hiatus after the Engineered Support transaction, where we integrated all of our businesses. And one of the appealing things about this particular transaction is we will now be able to continue the acquisition program. Of course, they're going to settle out their capital structure. And when that's all completed, we'll take a look at what we have and then begin to look at properties as time goes on. I think we can look at all types of transactions. We've been given the leeway to do that, but it will all have to fall within the financial capability of the total company.

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Final Transcript

May. 13. 2008 / 9:00AM ET, DRS - DRS Technologies Conference Call

Steve Levinson - Stifel Nicolaus - Analyst

Do you think you'll mostly be focused on the US, and the parent will focus on elsewhere in the world? Or will you be able to go outside the borders, too?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

I would say out of the box the goal will be to continue to grow DRS as a major supplier in the US. But, I wouldn't rule out any international acquisitions if they made sense.

Steve Levinson - Stifel Nicolaus - Analyst

Thanks a lot. This is a heck of a way to get out of doing earnings calls in the future, by the way. Thanks a lot. Congratulations.

Operator

George Shapiro, Citigroup.

Adam Koretsky - Citigroup - Analyst

Actually, this is Adam Koretsky for George. Mark, I just have one high-level question. Given that supplemental spending may become more contentious in the next year or two, and 57% of your revenues are from the Army, what's your thinking for top-line organic growth expectations for the long-term and over the next several years?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

I think we're going to continue to see growth in the US defense budget, although it may flatten out from the type of growth that we've seen up until now. But, as Steve Levinson just commented, I'm not going to have to give projections anymore, and we'll leave that up to the parent company.

Adam Koretsky - Citigroup - Analyst

Fair enough. Thank you.

Operator

(OPERATOR INSTRUCTIONS). (inaudible), (inaudible) Financial.

Unidentified Participant

Two questions. One is, you mentioned in the press release that you're setting up, I guess, as a stand-alone sub and have a special oversight board. Does that take care of any government approvals, or do you still have to wait for some?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

There's a very well-documented process that has to go on to get government approval for any foreign-owned entity in the United States. So, what ends up getting created is at a minimum a Special Security Agreement arrangement, where the Company operates as an independent entity with its own board of directors, as I mentioned. And it's a process that we will go through with the US government to try to achieve that.

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Final Transcript

May. 13. 2008 / 9:00AM ET, DRS - DRS Technologies Conference Call

Unidentified Participant

I think if I were to paraphrase that, there's precedent here.

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

Lots of precedent. In fact, Finmeccanica already has, I think, two or three SSAs in the United States right now.

Unidentified Participant

One of the gentlemen who was speaking addressed the debt, and I completely did not understand what's going to happen there. Could you give it to me in a way I can understand it, please?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

The original gentleman, or me? He has to (multiple speakers)

Unidentified Participant

I don't mean to be disrespectful.

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

I understand. It's really the call of Finmeccanica to decide how to handle the debt. So, I think that there will be room for whatever structure they want to do. I think it's pretty assured that the converts that we have outstanding will end up getting converted. And then it's just a question of whether they want to take out our debt. I think the biggest factor there -- the remainder debt, the term debt that we have -- the biggest factor there is whether or not the debt holders want to put that back to the Company. There are pretty favorable rates, so I don't know if they'll do that. And then, of course, the Company has an option to pay it off if they'd like and replace it with other debt. A comment that, I think, one could think about is that if we keep the debt as it is, we'll continue to be an SEC reporting company as a stand-alone DRS. If they take out the debt with some other instrument, that would go away. So, I think there will be a whole load of factors that will enter into which way they decide to go.

So I think if you take a look at the total debt structure of DRS, to summarize, there's a very good chance that the convert will be taken out, and then the rest of it will have to depend on what they determine they want to do. And I think that's really what Mr. Pansa was trying to tell you.

Unidentified Participant

Thank you very much.

Alessandro Pansa - Finmeccanica, S.p.A. - CFO

(inaudible) what Mr. Newman said is (inaudible)

Operator

Howard Rubel, Jefferies.

Howard Rubel - Jefferies - Analyst

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Final Transcript

May. 13. 2008 / 9:00AM ET, DRS - DRS Technologies Conference Call

I just had two follow-ups. One, is there a breakup fee for the transaction, Mark?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

Yes, there is. It's going to be all in the documents that will get filed.

Howard Rubel - Jefferies - Analyst

Kind of standard fees?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

It's a very standard fee, nothing out of the ordinary.

Howard Rubel - Jefferies - Analyst

Could you characterize again also were there any major adverse clauses? Are they pretty standard, or is there anything you want to call out there as well?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

No, everything is pretty standard. The key thing here is to go through the government regulatory processes, and that's what we're going to launch right after this call, in fact.

Howard Rubel - Jefferies - Analyst

In synergies, could you talk a little bit more about how you see them, either in terms -- you kind of addressed them a little bit on the revenue side. Could you talk about them a little bit on the cost side, please?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

In terms of the cost synergies, the main thing will be the opportunity to do some work that's being done overseas now in the US, so we'll be able to spread the cost burden over a number of companies. We plan on putting together a number of the existing US defense electronics entities into DRS, which I think will create some efficiencies for us. But, I think most of that will have to get worked out by the parent as time goes on.

Howard Rubel - Jefferies - Analyst

Thank you very much.

Operator

Myles Walton, Oppenheimer.

Myles Walton - Oppenheimer - Analyst

Congratulations. Could you walk us through a bit of the timeline, the process, very briefly, in terms of just the last couple of months and how the deal kind of went from conception to consummation?

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Final Transcript

May. 13. 2008 / 9:00AM ET, DRS - DRS Technologies Conference Call

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

I think that the CEOs of the two companies have known each other for a number of years. We've worked together on projects. And over time, we thought it would be a good idea to look into doing something like this. They approached us, and we decided that this could be a very compelling proposition for our shareholders.

Myles Walton - Oppenheimer - Analyst

The point where they approached you, Mark, where would you say it reached more of a more formal stage? Was it in the last couple of months, last couple of weeks?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

I think the best thing to do is wait until all the documents are filed. That will go through the entire history of how this happened, leading right up until now. I think that's the best way to get the information, so everybody is getting the same information.

Myles Walton - Oppenheimer - Analyst

Fair enough. You've, I'm sure, done the usual regulatory feelers. Have you gotten any initial feedback or scrutiny that was unanticipated? And also, the walling of the business; was that something that was requested or offered by you?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

Keep in mind that any time there's an acquisition, whether it's in the commercial world or the defense world, of a US company by a foreign company, there's a process that you have to go through. I will tell you that this combination will present a really good, strong competitor in the US, which I think will be very healthy for the US defense marketplace. That's really how we looked at it. It would stand to reason that a company with the kind of technology that we have would have to be put into, at minimum, an SSA, Special Security Agreement. And we're prepared to work with the regulators to have a successful outcome to that proposal.

Myles Walton - Oppenheimer - Analyst

Thanks again. Congratulations.

Operator

Rob Spingarn, Credit Suisse.

Rob Spingarn - Credit Suisse - Analyst

Mark, a question for you, if I can. Along the same lines, have you had conversations with anybody else during this time period over the last couple of months?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

We've always had conversations with people. We weren't putting ourselves up for sale. A sequence of events happened, this looked like an incredible deal for our shareholders, and we decided to take it.

Rob Spingarn - Credit Suisse - Analyst

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Final Transcript

May. 13. 2008 / 9:00AM ET, DRS - DRS Technologies Conference Call

So this conversation was done in isolation, just the two of you?

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

Most conversations are done in isolation. What do you mean?

Rob Spingarn - Credit Suisse - Analyst

I just meant that you did not have any formal discussions with another suitor during this last period of time.

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

I wouldn't say that.

Rob Spingarn - Credit Suisse - Analyst

Okay. Thank you.

Operator

At this time we don't have any further questions. I will now pass the call over to Mr. Mark Newman for closing remarks.

Mark S. Newman - DRS Technologies, Inc. - Chairman, President and CEO

I just want to thank you all again for joining us on this morning's call. I want to extend my thanks to our stockholders for the trust and confidence you have demonstrated over the years to this management team. We really, really appreciate it. Thank you.

Operator

Thank you, ladies and gentlemen. This will conclude the presentation for today's conference. You may now disconnect.

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EX-99.2

1

ASTRATEGIC MERGER
DELIVERING COMPELLING VALUETO STOCKHOLDERS

Pier Francesco Guarguaglini

Chairman of the Board and Chief Executive Officer

Finmeccanica SpA

Alessandro Pansa

Chief Financial Officer and Co-General Manager

Finmeccanica SpA

Mark S. Newman

Chairman of the Board, President and Chief Executive Officer

DRS Technologies, Inc.

May 13, 2008

2

AGENDA

•Transaction Highlights

•Strategic Rationale

•Introduction to Finmeccanica

•Opportunities for International Expansion

•Transaction Process

•A Win/Win Combination

3

SAFE HARBOR

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995: This presentation 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 Finmeccanica’s and DRS 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 the companies’ products and
other risks or uncertainties detailed in DRS’s Securities and Exchange Commission
filings. Given these uncertainties, you should not rely on forward-looking statements.
Such forward-looking statements speak only as of the date on which they were made,
and the companies undertake no obligations to update any forward-looking statements,
whether as a result of new information, future events or otherwise.

4

TRANSACTION HIGHLIGHTS

Finmeccanica’s Offer$81.00 per DRS share

Consideration100% cash

Enterprise Value$5.2 billion total consideration
Includes:

·$1.2 billion in DRS net debt, following
conversion of $345 million in
convertible notes

Break-up Fees$90 million plus expenses

Expected Closing4Q 2008

5

TRANSACTION HIGHLIGHTS

A new chapter in DRS’s 40-year history

·Finmeccanica’s offer a compelling price to DRS’s
stockholders

·Price represents 27% premium to DRS’s closing share
price on May 7, 2008 and 32% premium to DRS’s 30-
day average stock price

·Transaction an excellent fit for both DRS and
Finmeccanica

·Both boards of directors have unanimously approved
the terms of the agreement

6

HIGHLY COMPELLING TRANSACTION
BETWEEN 2 INDUSTRY LEADERS

Significant benefits for both DRS and
Finmeccanica

•Strategic fit for 2 companies with proven track records in
U.S. and international defense markets

•Finmeccanica 9th largest defense contractor

•DRS 21st largest defense contractor

•Combination creates a top-tier global defense competitor
with $24 billion in revenues

7

TRANSFORMATIONAL TRANSACTION
FOR DRS

Significant benefits for DRS

•Dramatically accelerates DRS’ vision of becoming a top-
tier defense contractor that competes as a prime for
large defense contracts

•Finmeccanica’s resources will give DRS the ability to bid
for significant prime defense contracts

•Finmeccanica’s global presence also will allow DRS
increased access to international markets

•DRS to retain name and operate as autonomous
subsidiary under Special Security Agreement (SSA)

8

INTRODUCTION TO FINMECCANICA

•Public holding group of diverse aerospace, defense and
security businesses

•Headquartered in Rome, with major facilities in the U.S.,
U.K. and around the globe

•Trades on Milan Stock Exchange under the symbol FNC

•Over 60,000 employees worldwide

•Over 2,000 employees in 32 U.S. facilities

•Ranked 9th largest defense and security firm in the world

•$21 billion in 2007 revenues

9

HIGH IMPACT TRANSACTION FOR
FINMECCANICA

Significant benefits for Finmeccanica

•Finmeccanica immediately gains strong foothold in U.S.
defense market with acquisition of leading U.S. defense
contractor

•Strong opportunities to leverage DRS’s core competencies in
international markets

•Complementary units will create opportunities for expanded
roles in the international defense market, particularly in:

•Land and naval systems

•Mission avionics

•Simulation and training

•Integrated logistics support services

10

Kuwait

Border Defense

U.S. & Canada

National Defense &
Homeland Security

South America

National Defense

Africa

Communications
Networks/Infrastructure

South Korea

Border Defense

Japan

National & Border
Defense

U.K.

Ground vehicle &
naval equipment

India

National &
Border Defense

Eastern Europe

National & Border
Defense

Israel, Egypt,
Jordan, Saudi
Arabia, UAE

National &
Border Defense

OPPORTUNITIES FOR
INTERNATIONAL EXPANSION

11

TRANSACTION PROCESS

•Subject to approval by DRS stockholders, regulatory
approvals and other closing conditions

•CFIUS and DSS reviews

•Committed financing provided to Finmeccanica by 4
major financial institutions

•Expecting 4Q 2008 closing

12

FINANCING

Syndicated Loan Facilities

•Transaction to be initially funded through €3.2 billion Bridge
Bank Financing and cash on hand

Capital Increase

•Capital increase transaction to be carried out in proximity of
merger closing or earlier, at terms to be defined

•42 million share non-rights offering already approved by
General Shareholder Meeting

Non-Strategic Asset Disposals

•Sale of a stake of Ansaldo Energia through IPO, in line with
Finmeccanica’s strategy to gradually lower exposure in non-
core assets

•Divestiture of other assets

Additional Debt

•Allocated against both Finmeccanica and DRS Technologies
cash flow

13

A WIN/WIN COMBINATION

•Accelerates DRS’ vision of becoming a top-
tier defense contractor that can compete as
a prime for large contracts

·Firmly establishes Finmeccanica’s position as
a leading contractor in U.S. defense market

14

QUESTIONS

15

ADDITIONAL INFORMATION

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT: DRS Technologies intends to file with
the U.S. Securities and Exchange Commission a proxy statement to stockholders of DRS Technologies and other
relevant documents in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF DRS
TECHNOLOGIES ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FINMECCANICA, DRS
TECHNOLOGIES AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of these
materials (when they are available) and other documents filed with the U.S. Securities and Exchange Commission at
the U.S. Securities and Exchange Commission’s web site at http://www.sec.gov. A free copy of the proxy statement,
when it becomes available, also may be obtained from DRS Technologies, 5 Sylvan Way, Parsippany, NJ 07054, Attn:
Investor Relations. Investors and security holders may access copies of the documents filed with the U.S. Securities
and Exchange Commission by DRS Technologies on its web site at http://www.drs.com.

PARTICIPANTS IN SOLICITATION: Finmeccanica, DRS Technologies and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies from their respective stockholders with
respect to the proposed transaction. Information regarding DRS Technologies’ directors and executive officers is
available in its proxy statement filed with the U.S. Securities and Exchange Commission by DRS Technologies on July
3, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained the proxy statement and other relevant
materials to be filed with the U.S. Securities and Exchange Commission when they become available.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.