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