-----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, D9jA6R8EXbsjrM/pEk316y+167VXbsdw3yXDojGJXYPRsgzZ6vLgGxi/sKkew5S3 LLQuzFdpScWlz84nP5KUtA== 0000950123-00-004926.txt : 20000515 0000950123-00-004926.hdr.sgml : 20000515 ACCESSION NUMBER: 0000950123-00-004926 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000428 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000512 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: 8-K SEC ACT: SEC FILE NUMBER: 001-03985 FILM NUMBER: 628038 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 8-K 1 EDO CORPORATION 1 ================================================================================ 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: April 28, 2000 ------------------------------ (Date of earliest event reported) EDO Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter)
New York 1-3985 11-0707740 -------------- --------------- ------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.)
60 East 42nd Street, Suite 5010, New York, New York 10165 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 716-2000 -------------- ================================================================================ 2 Item 2. Acquisition or Disposition of Assets. On April 28, 2000, pursuant to an Amended and Restated Agreement and Plan of Merger dated as of January 2, 2000 (the "Merger Agreement") among EDO Corporation, a New York corporation ("EDO"), EDO Acquisition III Corporation, a Delaware corporation and a wholly owned subsidiary of EDO ("Merger Sub"), and AIL Technologies Inc., a Delaware corporation ("AIL"), AIL merged with and into Merger Sub, causing AIL to become a wholly owned subsidiary of EDO (the "Merger"). In connection with the Merger, each outstanding share of AIL common stock (other than shares owned by EDO or held in AIL's treasury, which were canceled and retired without any conversion therefor) was converted into the right to receive 1.3296 EDO common shares and cash in lieu of any fractional EDO common shares. The terms of the Merger were described in the Joint Proxy Statement/Prospectus of EDO dated March 23, 2000, which was included in EDO's Registration Statement (the "Registration Statement") on Form S-4 (No. 333-33080). Also, a copy of the Merger Agreement was included as Exhibit 2.1 to the Registration Statement and is incorporated herein by reference. Immediately prior to the Merger, EDO purchased 754,598 shares of AIL common stock and 5,873 shares of AIL preferred stock from Defense Systems Holding Co. for an aggregate purchase price in the amount of $11,438,160 and 225,000 shares of AIL common stock directly from some members of AIL's senior management for an aggregate purchase price in the amount of $ 1,869,750. The terms of the Management Stock Purchase Agreement and the Amended and Restated Stock Purchase Agreement were described in the Registration Statement on. Also, a copy of the Management Stock Purchase Agreement and of the Amended and Restated Stock Purchase Agreement were included as Exhibit 2(b) and Exhibit 2(c), respectively, to the EDO Annual Report on Form 10-K for the Year Ended December 31, 1999 and are incorporated herein by reference. Copies of joint press releases announcing the results of the shareholder votes and the completion of the merger are filed as exhibits hereto and are incorporated herein by reference. EDO manufactures and designs advanced electronic and mechanical systems and engineered materials for domestic and international defense and industrial markets products. AIL manufactures and integrates high-technology electronic space, antenna and environmental products for defense and commercial applications in domestic and 2 3 international markets. Item 7. Financial Statements and Exhibits. (a) Financial Statements of AIL required pursuant to Rule 3-05 of Regulation S-X were previously reported in the Registration Statement and are incorporated herein by reference. Also, the consent of Ernst & Young LLP was previously given in the Registration Statement and is incorporated herein by reference. (b) The unaudited pro forma combined balance sheet as of December 31, 1999 and the unaudited pro forma combined statements of earnings for the year ended December 31, 1999 were previously reported in the Registration Statement and are incorporated herein by reference. (c) Exhibits. 2.1 Amended and Restated Agreement and Plan of Merger, dated as of January 2, 2000, among EDO Corporation, EDO Acquisition III Corporation and AIL Technologies Inc. (incorporated by reference to Exhibit 2.1 of EDO's Registration Statement on Form S-4 (No. 333-33080) filed on March 22, 2000). 2.2 Management Stock Purchase Agreement, dated as of January 2, 2000, among EDO Corporation and certain members of the management of AIL Technologies Inc. (incorporated by reference to Exhibit 2(b) of the EDO Annual Report on Form 10-K for the Year Ended December 31, 1999, filed on March 1, 2000). 2.3 Amended and Restated Stock Purchase Agreement, dated as of January 2, 2000, among EDO Corporation and Defense Systems Holding Co. (incorporated by reference to Exhibit 2(c) of the EDO Annual Report on Form 10-K for the Year Ended December 31, 1999, filed on March 1, 2000). 23.2 Consent of Ernst & Young LLP, Independent Auditors (incorporated by reference to Exhibit 23.2 of EDO's Registration Statement on Form S-4 (No. 333-33080) filed on March 22, 2000). 99.1 Joint Press Release, dated April 27, 2000. 99.2 Joint Press Release, dated April 28, 2000. 99.3 Joint Press Release, dated May 1, 2000. 3 4 SIGNATURE 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 thereunto duly authorized. EDO CORPORATION (Registrant) /s/ Darrell L. Reed --------------------------------------- Darrell L. Reed Vice President & Chief Financial Officer Date: May 12, 2000 4 5 EXHIBIT INDEX
Exhibit Number Exhibit - ------ ------- 2.1 Amended and Restated Agreement and Plan of Merger, dated as of January 2, 2000, among EDO Corporation, EDO Acquisition III Corporation and AIL Technologies Inc. (incorporated by reference to Exhibit 2.1 of EDO's Registration Statement on Form S-4 (No. 333-33080) filed on March 22, 2000). 2.2 Management Stock Purchase Agreement, dated as of January 2, 2000, among EDO Corporation and certain members of the management of AIL Technologies Inc. (incorporated by reference to Exhibit 2 (b) of the EDO Annual Report on Form 10-K for the Year Ended December 31, 1999, filed on March 1, 2000). 2.3 Amended and Restated Stock Purchase Agreement, dated as of January 2, 2000, among EDO Corporation and Defense Systems Holding Co. (incorporated by reference to Exhibit 2 (c) of the EDO Annual Report on Form 10-K for the Year Ended December 31, 1999, filed on March 1, 2000). 23.2 Consent of Ernst & Young LLP, Independent Auditors (incorporated by reference to Exhibit 23.2 of EDO's Registration Statement on Form S-4 (No. 333-33080) filed on March 22, 2000). 99.1 Joint Press Release, dated April 27, 2000. 99.2 Joint Press Release, dated April 28, 2000. 99.3 Joint Press Release, dated May 1, 2000.
5 EX-99.1 2 JOINT PRESS RELEASE 1 EXHIBIT 99.1 SHAREHOLDERS OF AIL TECHNOLOGIES INC. OVERWHELMINGLY APPROVE MERGER WITH EDO CORP. DEER PARK, N.Y.-(BUSINESS WIRE)-- April 27, 2000--EDO Corp. (NYSE: EDO - news) and AIL Technologies Inc. today announced that shareholders of AIL overwhelmingly approved AIL's proposed merger with EDO, casting 88 percent of the outstanding shares of AIL common stock in favor of the combination. At a shareholders' meeting to be held tomorrow at 11 a.m., EDO shareholders will consider and vote, among other things, on the approval of the issuance of 6,553,229 EDO common shares in the merger. If EDO shareholders approve the issuance of the EDO common shares in the merger, as well as certain other proposals relating to the merger, the companies expect to complete the merger by no later than Monday, May 1, 2000. About AIL Technologies AIL Technologies (www.ail.com) manufactures and integrates high-technology electronic space, antenna and environmental products for defense and commercial applications in domestic and international markets. AIL Technologies has approximately 1,000 employees and operates manufacturing facilities in Deer Park and Westlake and Lancaster, Calif. About EDO Corp. With headquarters in New York City, EDO Corp. (www.edocorp.com) designs and manufactures advanced electronic and mechanical systems and engineered materials for domestic and international defense and industrial markets. EDO employs approximately 650 people at facilities in North Amityville, N.Y.; Chesapeake and Falls Church, Va.; Huntingdon, Pa.; Salt Lake City; and Baton Rouge, La. The statements contained in this release that are not historical facts may be deemed to contain forward-looking statements with respect to events, the occurrence of which involve risks and uncertainties, including, 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. 6 2 Contact: EDO Corp., New York Frank A. Fariello, 212/716-2000 www.edocorp.com or AIL Technologies Inc., Deer Park James M. Smith, 631/595-5083 www.ail.com or Neil G. Berkman Associates, Los Angeles Neil Berkman or Melanie Beeler, 310/277-5162 info@BerkmanAssociates.com 7 EX-99.2 3 JOINT PRESS RELEASE 1 EXHIBIT 99.2 SHAREHOLDERS OF EDO CORP. APPROVE PROPOSALS IN CONNECTION WITH MERGER WITH AIL TECHNOLOGIES INC. NEW YORK--(BUSINESS WIRE)--April 28, 2000--EDO Corp. (NYSE:EDO - news) and AIL Technologies Inc. today announced that shareholders of EDO approved proposals for the merger of the two companies. The merger, which will create an integrated defense and aerospace technology company with current annualized revenue of approximately $240.0 million, is expected to be completed no later than Monday, May 1, 2000. EDO and AIL announced their intention to merge on Jan. 3, 2000. EDO shareholders approved, among other things, the issuance of 6,553,229 EDO common shares in the merger. AIL shareholders gave their approval to the merger yesterday, casting 88 percent of their shares in favor of the combination. Upon completion of the merger, each outstanding share of AIL common stock (other than those owned by EDO or held in AIL's treasury) will be converted into the right to receive 1.33 EDO common shares and cash in lieu of any fractional EDO common shares. EDO and AIL will have a combined market capitalization of approximately $83 million and combined shareholders' equity of approximately $65 million. The transaction will be accounted for as a purchase and is structured to be tax-free to AIL shareholders to the extent that EDO common shares are delivered in the transaction. EDO common shares will continue to be listed on the New York Stock Exchange. About AIL Technologies AIL Technologies (www.ail.com) manufactures and integrates high-technology electronic space, antenna and environmental products for defense and commercial applications in domestic and international markets. AIL Technologies has approximately 1,000 employees and operates manufacturing facilities in Deer Park, N.Y., and Westlake and Lancaster, Calif. About EDO With headquarters in New York City, EDO (www.edocorp.com) designs and manufactures advanced electronic and mechanical systems and engineered materials for domestic and international defense and industrial markets. EDO employs approximately 8 2 650 people at facilities in North Amityville, N.Y.; Chesapeake and Falls Church, Va.; Huntingdon, Pa.; Salt Lake City; and Baton Rouge, La. The statements contained in this release that are not historical facts may be deemed to contain forward-looking statements with respect to events, the occurrence of which involve risks and uncertainties, including, 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. Contact: EDO Corp., New York Frank A. Fariello, 212/716-2000 www.edocorp.com or AIL Technologies Inc., Deer Park James M. Smith, 631/595-5083 www.ail.com or Neil G. Berkman Associates, Los Angeles Neil Berkman or Melanie Beeler, 310/277-5162 info@BerkmanAssociates.com 9 EX-99.3 4 JOINT PRESS RELEASE 1 EXHIBIT 99.3 EDO CORP. COMPLETES MERGER WITH AIL TECHNOLOGIES INC. JAMES M. SMITH NAMED CEO DARRELL REED NAMED CFO NEIL A. ARMSTRONG AND RONALD L. LEACH JOIN BOARD OF DIRECTORS NEW YORK--(BUSINESS WIRE)--May 1, 2000--EDO Corp. (NYSE: EDO - news) and AIL Technologies Inc. today announced the completion of the merger between AIL and EDO's wholly owned subsidiary, EDO Acquisition III Corp. The merger creates an integrated defense and aerospace technology company with current annualized revenue of approximately $240.0 million. EDO also announced that James M. Smith, president and chief executive officer of AIL and a director of EDO, has been named president and chief executive officer of EDO, and that Darrell Reed, chief financial officer of AIL, has been appointed chief financial officer of EDO. In addition, the company announced that Neil A. Armstrong and Ronald L. Leach, directors of AIL, have been appointed to the EDO board of directors. Frank A. Fariello, formerly chairman and chief executive officer of EDO, will continue as chairman during the period of integration of the two companies. "I am pleased to announce that Neil Armstrong has expressed his willingness to become chairman of EDO upon my retirement, subject to approval by the board of directors," Fariello said. Fariello added: "This merger more than doubles EDO's revenue, providing the scale of operations we need to compete effectively in today's environment, and gives us a solid foundation for the future with funded backlog of approximately $264.9 million at the end of 1999. We are excited by the many opportunities created by the merger to build value for our employees, our customers and our shareholders." Smith said: "Both EDO and AIL supply high-technology, mission- critical products to strong niche markets and common, loyal customers. We also share a dedication to the aggressive pursuit of customer satisfaction. The merger enhances EDO's leadership in a variety of mission-critical defense and aerospace technologies. "Combining EDO's strengths in marine command and control and undersea sonar systems, airborne mine countermeasures, aircraft stores suspension and release equipment and related technologies with AIL's strengths in the design and manufacture of RF sensors and 10 2 systems for defense and aerospace applications, positions EDO to address a broader range of markets and customers and to participate in larger programs than ever before. "Our expanded product line and enhanced technical capabilities will create new opportunities for cross marketing that should improve the productivity of our sales force. Our manufacturing technologies also are similar, which we believe will allow us to increase the efficiency of our manufacturing, quality control and administrative functions. With our experienced management team, we are prepared to move quickly to take full advantage of these growth opportunities in our core defense and aerospace markets." Pursuant to the merger, each outstanding share of AIL common stock (other than those owned by EDO or held in AIL's treasury) was converted into the right to receive 1.33 EDO common shares and cash in lieu of any fractional EDO common shares. EDO issued 6,553,229 common shares in the merger, raising the total number of EDO common shares outstanding to approximately 13.3 million. About AIL Technologies AIL Technologies (www.ail.com) manufactures and integrates high-technology electronic space, antenna and environmental products for defense and commercial applications in domestic and international markets. AIL Technologies has approximately 1,000 employees and operates manufacturing facilities in Deer Park, N.Y., and Westlake and Lancaster, Calif. About EDO Corp. With headquarters in New York City, EDO Corp. (www.edocorp.com) designs and manufactures advanced electronic and mechanical systems and engineered materials for domestic and international defense and industrial markets. EDO employs approximately 650 people at facilities in North Amityville, N.Y.; Chesapeake and Falls Church, Va.; Huntingdon, Pa.; Salt Lake City; and Baton Rouge, La. The statements contained in this release that are not historical facts may be deemed to contain forward-looking statements with respect to events, the occurrence of which involve risks and uncertainties, including, 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. Contact: EDO Corp., New York Frank A. Fariello, 212/716-2000 www.edocorp.com or 11 3 AIL Technologies Inc., Deer Park James M. Smith, 631/595-5083 www.ail.com or Neil G. Berkman Associates, Los Angeles Neil Berkman or Melanie Beeler, 310/277-5162 info@BerkmanAssociates.com 12 -----END PRIVACY-ENHANCED MESSAGE-----