0000916641-01-501392.txt : 20011030 0000916641-01-501392.hdr.sgml : 20011030 ACCESSION NUMBER: 0000916641-01-501392 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011025 EFFECTIVENESS DATE: 20011025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDO CORP CENTRAL INDEX KEY: 0000031617 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 110707740 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-72220 FILM NUMBER: 1766581 BUSINESS ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: SUITE 5010 CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 2127162000 MAIL ADDRESS: STREET 1: 14 04 111TH ST CITY: COLLEGE POINT STATE: NY ZIP: 11356-1434 S-3MEF 1 ds3mef.txt FORM S-3 As filed with the Securities and Exchange Commission on October 25, 2001. Registration No. 333- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDO CORPORATION (Exact name of registrant as specified in its charter) New York 3812 11-0707740 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or (Primary Standard Industrial organization) Classification Code Number)
60 East 42nd Street Suite 5010 New York, New York 10165 (212) 716-2000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) James M. Smith President and Chief Executive Officer 60 East 42nd Street Suite 5010 New York, New York 10165 (212) 716-2000 (Name, address including zip code, and telephone number, including area code, of agent for service) With copies to: Christopher G. Karras, Esq. Eric S. Haueter, Esq. Sarah B. Gelb, Esq. Sidley Austin Brown & Wood LLP Dechert 355 California Street 4000 Bell Atlantic Tower San Francisco, CA 94104 1717 Arch Street (415) 772-1231 Philadelphia, PA 19103 (215) 994-4000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Reg. No. 333-69764. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------------------------- -----------------------------------------------------------------------------------
Proposed Proposed Title of each class of Number of maximum maximum Amount of securities to be shares to be offering price aggregate registration registered registered(1) per share(2) offering price fee ----------------------------------------------------------------------------------- Common Shares, par value $1 per share.......... 575,000 shares $23.50 $13,512,500 $3,379 ----------------------------------------------------------------------------------- -----------------------------------------------------------------------------------
(1) Includes 75,000 Common Shares which the underwriters will have the option to purchase to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. Based upon the public offering price of $23.50. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed to register an additional 575,000 Common Shares, par value $1 per share, of EDO Corporation, a New York corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-3 (File No. 333- 69764), which was filed with the Securities and Exchange Commission on September 21, 2001, are incorporated in this registration statement by reference. The form of prospectus contained in the earlier effective registration statement will reflect the aggregate amount of securities registered in this registration statement and the earlier effective registration statement. The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on October 25, 2001. EDO CORPORATION James M. Smith By: _______________________________________ James M. Smith President and Chief Executive Officer
POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities at the above-named Registrant on October 25, 2001.
Signature Title --------- ----- James M. Smith President, Chief Executive Officer and ____________________________________ Director (principal executive officer) James M. Smith Darrell L. Reed Vice President, Finance, Treasurer, ____________________________________ Chief Financial Officer and Assistant Darrell L. Reed Secretary (principal financial and accounting officer) * Director ____________________________________ Robert E. Allen * Director ____________________________________ Robert Alvine * Director ____________________________________ Neil A. Armstrong * Director ____________________________________ Mellon C. Baird * Director ____________________________________ George M. Ball * Director ____________________________________ Robert Hanisee * Director ____________________________________ Michael J. Hegarty * Director ____________________________________ Ronald L. Leach * Director ____________________________________ George A. Strutz, Jr.
Darrell L. Reed By: ___________________________ Darrell L. Reed *Attorney-in-Fact II-1 EXHIBIT INDEX
Exhibit Number Document ------- -------- 1* Underwriting Agreement by and among EDO Corporation, HSBC Bank USA, as the trustee of the EDO Employee Stock Ownership Plan, First Union Securities, Inc. and SG Cowen Securities Corporation. 2(a)* Agreement and Plan of Merger by and among EDO Corporation, EDO Acquisition III Corporation and AIL Technologies, Inc. as amended and restated dated January 2, 2000, incorporated by reference to Exhibit 2(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. 2(b)* Management Stock Purchase Agreement dated as of January 2, 2000 between EDO Corporation as Buyer and eleven individuals as Sellers, relating to the purchase and sale of shares of common shares of AIL Technologies, Inc. incorporated by reference to Exhibit 2(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. 2(c)* Stock Purchase Agreement dated as of January 2, 2000 between EDO Corporation, as Buyer, and Defense Systems Holding Co., as Seller, relating to the purchase and sale of shares of common shares of AIL Technologies, Inc. incorporated by reference to Exhibit 2(c) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. 4(a)* Credit Agreement, dated as of August 24, 2000 by and among EDO Corporation and AIL Systems, Inc., with European American Bank and Mellon Bank, N.A., et al., incorporated by reference to Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000. 4(b)* Indenture, dated as of December 1, 1986 between Chase Manhattan Bank as successor in interest to Manufacturers Hanover Trust Company, as Trustee, and EDO Corporation for the 7% Convertible Subordinated Note due 2011, incorporated by reference to Exhibit 4(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 5(a) Opinion of Dechert. 23(a) Consent of Ernst & Young LLP, Independent Auditors. 23(b) Consent of KPMG LLP, Independent Auditors. 23(c) Consent of Dechert (included in the opinion filed as Exhibit 5(a)). 24(a)* Power of Attorney.
-------- * Previously filed EX-5.(A) 3 dex5a.txt OPINION OF DECHERT Exhibit 5(a) October 25, 2001 EDO Corporation 60 East 42nd Street Suite 5010 New York, NY 10165 Re: Registration Statement on Form S-3 (the "462(b) Registration Statement") Gentlemen and Ladies: We have acted as counsel to EDO Corporation, a New York corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of an additional 500,000 common shares (the "Additional Shares"), par value $1 per share, of the Company (the "Common Shares") and an additional 75,000 Common Shares (the " Additional Optional Shares"). The Company has granted the underwriters an option to purchase the Additional Optional Shares solely to cover over-allotments, if any, in connection with the offering that is the subject to the registration statement referred to above (the "Registration Statement"). The Additional Shares and the Additional Optional Shares will be sold pursuant to an underwriting agreement (the "Underwriting Agreement"), among the Company, the EDO Employee Stock Ownership Trust (the "Selling Stockholder"), and First Union Securities, Inc. and SG Cowen Securities Corporation, as representatives of the several underwriters (the "Underwriters"), the form of which is included as Exhibit 1 to the Registration Statement. The 462(b) Registration Statement covering the registration of the Additional Shares and the Additional Optional Shares is being filed with the Securities and Exchange Commission (the "Commission") in connection with the proposed public offering described in the Company's Registration Statement on Form S-3 (Registration No. 333-69764) filed with the Commission on September 21, 2001, as amended, and which became effective on October 24, 2001. We have participated in the preparation of the 462(b) Registration Statement and have made such legal and factual examination and inquiry as we have deemed advisable for the rendering of this opinion. In making our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all documents submitted to us as copies. Based upon and subject to the foregoing, we are of the opinion that with respect to the Additional Shares and Additional Optional Shares to be sold by the Company, when (i) the Registration Statement becomes effective, (ii) the Pricing Committee of the Company's EDO Corporation October 25, 2001 Page 2 Board of Directors approves the price at which the shares are to be sold to the Underwriters set forth in the Underwriting Agreement and approves other matters relating to their issuance and sale, (iii) the Underwriting Agreement has been duly executed and delivered by the parties thereto and (iv) certificates representing the Additional Shares and the Additional Optional Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Common Shares and registered by such transfer agent and registrar, and have been delivered to and paid for by the Underwriters as contemplated by the Underwriting Agreement, at a price per share not less than the per share par value of the Common Shares, the issuance and sale of the Additional Shares and Additional Optional Shares will have been duly authorized, and the Additional Shares to be sold by the Company and the Additional Optional Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the use of our name in the Prospectus contained therein under the caption "Legal Matters." In giving such consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations promulgated by the Securities and Exchange Commission. Very truly yours, Dechert EX-23.A) 4 dex23a.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the incorporation by reference of our report dated February 26, 2001 with respect to the financial statements of EDO Corporation, in this Registration Statement (Form S-3) to register 5,175,000 shares of common stock, included in the Registration Statement (Form S-3, No. 333-69764) and related Prospectus of EDO Corporation. We also consent to the incorporation by reference therein of our report dated February 26, 2001, with respect to the financial statement schedule of EDO Corporation for the year ended December 31, 2000 included in the Annual Report (Form 10-K) for 2000 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP New York, New York October 24, 2001 EX-23.(B) 5 dex23b.txt CONSENT OF KPMG LLP Consent of Independent Auditors Exhibit 23(b) The Board of Directors EDO Corporation We consent to the inclusion in and the incorporation by reference in the registration statement on Form S-3 of EDO Corporation and Subsidiaries of our reports dated February 15, 2000, relating to the consolidated balance sheet of EDO Corporation and Subsidiaries as of December 31, 1999, and the related consolidated statements of earnings, shareholders' equity, and cash flows for each of the years in the two-year period ended December 31, 1999, and related financial statement schedule, which reports appear herein and in or incorporated by reference in the December 31, 2000 annual report on Form 10-K of EDO Corporation and Subsidiaries. We also consent to the reference to our firm under the heading "Experts" in the registration statement on Form S-3. KPMG LLP Melville, New York October 25, 2001