-----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, RNOREhB1bMlTIaE71DIFk+i34lpggL7UwNKO93JbwHBUGWzEptkmM1G/q25Sr8QJ eVy8rOZfe1e6Siys5llGRg== 0000950123-05-000911.txt : 20050131 0000950123-05-000911.hdr.sgml : 20050131 20050131150108 ACCESSION NUMBER: 0000950123-05-000911 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050126 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050131 DATE AS OF CHANGE: 20050131 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: 1934 Act SEC FILE NUMBER: 001-03985 FILM NUMBER: 05561486 BUSINESS ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 2127162000 MAIL ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 8-K 1 y05275e8vk.txt EDO CORPORATION 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 (Date of earliest event reported): January 26, 2005 EDO Corporation (Exact name of Registrant as specified in its charter) New York 3812 11-0707740 (State or Other (Primary Standard (I.R.S. Employer Jurisdiction of Incorporation Industrial Classification Identification No.) or Organization) Code Number) ------------------ 60 East 42nd Street 42nd Floor New York, NY 10165 212.716.2000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------------ 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] 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 5.02. ELECTION OF DIRECTORS On January 26, 2005, Paul J. Kern, General, U.S.A. (Ret.) was elected to EDO Corporation Board of Directors. There are no arrangements or understandings between Mr. Kern and any other person pursuant to which Mr. Kern was selected as a director. Mr. Kern has not been named to any committees of the Board as of the date of this disclosure. EXHBIT INDEX ITEM 99. PRESS RELEASE On January 26, 2005, EDO Corporation issued a press release announcing the election of Mr. Kern to the EDO Corporation Board of Directors. A copy of this press release is attached hereto as exhibit (99.). SIGNATURE Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 31, 2005 EDO CORPORATION By: /s/ Lisa M. Palumbo --------------------------------------- Name: Lisa M. Palumbo Title: Vice President and General Counsel EXHIBIT INDEX Exhibit Number Description of Exhibit 99 Press Release of EDO Corporation dated January 26, 2005 - -------------------------------------------------------------------------------- EX-99 2 y05275exv99.txt PRESS RELEASE EDO Corporation 60 East 42nd Street FOR IMMEDIATE RELEASE New York, NY 10165 212-716-2000 Contact: William A. Walkowiak, CFA Director of Investor Relations 212-716-2038 ir@edocorp.com General (Ret.) Paul J. Kern Joins EDO Board NEW YORK -- Jan. 26, 2005 -- The Board of Directors of EDO Corporation (NYSE: EDO) has elected General (Retired) Paul J. Kern to the company's Board, effective today. This brings the number of Board members to 13, of which 12 are independent directors. Until his retirement in January 2005, General Kern, 59, was commanding general of the U.S. Army Materiel Command. In this capacity, he was responsible for research and development, sustainment, and support to procurement for the entire U.S. Army. Prior to that, he served as the military deputy to the Assistant Secretary of the Army for Acquisition, Logistics and Technology and was the senior military advisor to the Army Acquisition Executive and the Army Chief of Staff on all research, development and acquisition programs and related issues. "Paul Kern brings a tremendous background of Army leadership, engineering expertise and practical procurement experience to our Board," said Chairman James M. Smith. "We are proud to welcome him to EDO, and look forward to his guidance in reaching our growth objectives and serving the needs of our military customers." General Kern, a native of New Jersey, was commissioned in 1967 following graduation from the United States Military Academy. In 1973 he earned master's degrees in mechanical and civil engineering from the University of Michigan. General Kern served two tours in Vietnam with the 11th Armored Cavalry Regiment as a platoon leader and troop commander, and was a battalion operations officer with the 3rd Armored Division in Germany. He commanded the second brigade of the 24th Infantry Division during Desert Shield/Desert Storm, and commanded the 4th Infantry Division (Mechanized) as it developed the Army's networked battlefield concepts. EDO Corporation designs and manufactures a diverse range of products for the defense industry and commercial markets, and provides related engineering and professional services. Major product groups include: Aircraft Armament, Defense Electronics, Communications, Undersea Warfare, and Integrated Structures. EDO's advanced systems are at the core of the transformation to lighter, faster, and smarter defense capabilities. EDO (www.edocorp.com) was founded in 1925 and is headquartered in New York City. The company had revenues of $461 million in 2003 and employs 2,700 people. * * * * * -----END PRIVACY-ENHANCED MESSAGE-----