-----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, LQsSx+OXhdKmetxgKwxuK/8mVbsuQBajw/57K5D/k4wp1C2ixQhR3VXl5oO6UjiS 8R5OgygxXXscrIBlBzj6gQ== 0000950123-06-011416.txt : 20060908 0000950123-06-011416.hdr.sgml : 20060908 20060908170223 ACCESSION NUMBER: 0000950123-06-011416 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060906 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060908 DATE AS OF CHANGE: 20060908 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: 061082391 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 y24959e8vk.txt FORM 8-K 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) September 6, 2006 COMMISSION FILE NUMBER: 001-03985 ----------------------------------------------------------------- EDO CORPORATION (Exact name of registrant as specified in its charter) New York 11-0707740 (State of incorporation) (I.R.S. Employer Identification No.) 60 East 42nd Street - 42nd Floor 10165 New York, New York (Zip Code) (Address of Principal Executive Offices) (212) 716-2000 (Registrant's Telephone Number, Including Area Code) Not applicable (Former name or 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 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 1.01 Entry into a Material Definitive Agreement. On September 6, 2006, EDO Corporation (the "Registrant") entered into a First Amendment to the Stock Purchase Agreement, dated as of September 6, 2006 (the "First Amendment"). The First Amendment amends certain provisions of the Stock Purchase Agreement, including the definition of "Net Book Value" and "Net Book Value Determination". A copy of the First Amendment to Stock Purchase Agreement is attached hereto as Exhibit 1(a) and incorporated herein by reference. ITEM 2.01 Completion of Acquisition or Disposition of Assets. On September 6, 2006, EDO Corporation completed the acquisition of CAS Inc, a privately-held company from William H. Stender, Jr., Frederic H. Clark and Elizabeth L. Boyer, as trustee of the William H. Stender, Jr. Estate Preservation Trust as Sellers. As previously announced the purchase price of $175.6 million was funded from EDO's current cash balance, plus a $100 million borrowing from the company's bank-credit facility provided by a bank group led by Citigroup Global Markets Inc. and Wachovia Capital Markets LLC. The cash payment of $170.7 million plus restricted EDO common shares valued at $4.9 million was used to acquire all of the issued and outstanding shares of CAS Inc from the Sellers. ITEM 9.01 Exhibits (c) Exhibits Exhibit Number Description of Exhibit - -------------- ---------------------- 1(a) First Amendment to Stock Purchase Agreement, dated September 6, 2006, by and among EDO Corporation, CAS, Inc. and William H. Stender, Jr., Frederic H. Clark and Elizabeth L. Boyer, as trustee of the William H. Stender, Jr. Estate Preservation Trust as Sellers 99.1 Press Release of EDO Corporation, dated September 6, 2006 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. EDO CORPORATION By /s/ Frederic B. Bassett -------------------------- Senior Vice President-Finance, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) - -------------------------------------------------------------------------------- Date: September 8, 2006 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EX-99.1.A 2 y24959exv99w1wa.txt FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT EXHIBIT 1(a) FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT This First Amendment (this "Amendment") is entered into as of September 6, 2006, by and among EDO Corporation, a New York corporation (the "Buyer"), CAS, Inc., a corporation organized under the laws of the State of Alabama (the "Company"), William H. Stender, Jr., an individual resident in Alabama ("WHS"), Fredric H. Clark, an individual resident in Tennessee ("FHC") and Elizabeth L. Boyer, as Trustee of the William H. Stender, Jr. Estate Preservation Trust, dated July 8, 2005 (the "Trust" and together with WHS and FHC, the "Sellers"). WITNESSETH ---------- WHEREAS, the Buyer, the Sellers and the Company are parties to that certain Stock Purchase Agreement, dated as of July 26, 2006 (the "Purchase Agreement"), pursuant to which the Sellers will sell, transfer and assign to the Buyer, and the Buyer will purchase and acquire from the Sellers, all of the issued and outstanding shares of capital stock of the Company on the terms and conditions set forth therein; and WHEREAS, in accordance with Section 11.11 of the Purchase Agreement, the Buyer, the Sellers and the Company desire to amend certain provisions of the Purchase Agreement in connection with the Closing of the transactions contemplated therein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows: Section 1. Capitalized Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Purchase Agreement. Section 2. Amendments to Purchase Agreement. -------------------------------- (a) The definition of "Net Book Value" in Article I of the Purchase Agreement is hereby amended and restated to read in its entirety as follows: "Net Book Value" means (i) total assets of the Company less good will, intangible assets, notes issued by the Company to Sellers and related party receivables minus (ii) total liabilities of the Company exclusive of any Debt or transaction expenses of the Company paid in full by or on behalf of the Company at or prior to the Closing as set forth in the Purchase Price flow of funds statement, each as determined in accordance with GAAP; provided, however, that the Company's target rates of expense for periods after March 31, 2006 rather than actual rates of expense shall be used in determining Net Book Value. (b) Section 2.4(g) of the Purchase Agreement is hereby amended by deleting such Section in its entirety and inserting the following new Section 2.4(g) in lieu thereof: All of the transactions to be concluded at the Closing shall be deemed concluded simultaneously at 11:59 p.m. Eastern Time on the Closing Date and the Estimated Closing Balance Sheet and the Closing Financial Statements and all components thereof shall be deemed to be prepared as of 11:59 p.m. on the Closing Date as if all payments to be made under the Purchase Agreement were made at 11:59 p.m. on the Closing Date. Unless waived, no transaction or delivery to be concluded at the Closing shall be deemed finally concluded unless and until all such transactions or deliveries are concluded. Section 4. Net Book Value Determination. For the avoidance of doubt, the parties acknowledge and agree that (a) the definition of Net Book Value, as amended pursuant to this Amendment, shall have no effect on the baseline number of $8,601,834 set forth in Section 2.6 of the Purchase Agreement for purposes of determining the Adjustment Amount in accordance with Section 2.6 of the Purchase Agreement and (b) the Note Principal (as defined in Exhibit 2.2 of the Purchase Agreement) shall not be considered an asset of the Company for purposes of determining Net Book Value with respect to the Estimated Closing Balance Sheet and the Closing Financial Statements, since the Note Principal is being paid off in full out of the Purchase Price. Section 5. No Other Amendments. Except as expressly provided in this Amendment, each of the terms and provisions of the Purchase Agreement shall remain in full force and effect in accordance with their terms. The amendments set forth herein are limited precisely as written and shall not be deemed to be an amendment or waiver to any other term or condition of the Purchase Agreement or any of the documents referred to therein. From and after the date of this Amendment, all references in the Purchase Agreement, or in any of the schedules, instruments or agreements executed in connection therewith, to the "Agreement" shall be deemed to be references to the Purchase Agreement, as amended by this Amendment. Section 6. Amendment. This Amendment may not be amended except by a written agreement executed by each party to this Amendment. This Amendment (i) may not be assigned by either party without the prior written consent of the other parties, and (ii) shall be binding upon, and inure to the benefit of, the parties' respective successors and permitted assigns. Section 7. Governing Law. This Amendment shall be construed and regulated in all respects under the laws of the State of New York, without regard to its conflicts of law principles. Section 8. Counterparts; Facsimile Signatures. This Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures shall be acceptable and binding. [Balance of page intentionally left blank] IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. BUYER: EDO CORPORATION By: /s/ Frederic B. Bassett ----------------------- Frederic B. Bassett Senior Vice President - Finance, Treasurer and Chief Financial Officer COMPANY: CAS, INC. By: /s/ William J. Mutryn --------------------- William J. Mutryn Designee of the President and CEO of CAS, Inc. SELLERS: William H. Stender, Jr. By: /s/ William J. Mutryn --------------------- William J. Mutryn His Attorney-in-Fact, duly authorized Fredric H. Clark By: /s/ William J.Mutryn -------------------- William J. Mutryn His Attorney-in-Fact, duly authorized By: /s/ Elizabeth L. Boyer ---------------------- Elizabeth L. Boyer, as Trustee of the William H. Stender Estate Preservation Trust EX-99.1 3 y24959exv99w1.txt EX-99.1: PRESS RELEASE EXHIBIT 99.1 [GRAPHIC OMITTED] 60 East 42nd Street FOR IMMEDIATE RELEASE New York, NY 10165 212-716-2000 EDO Completes Acquisition of CAS Inc Triples Revenue from Professional and Engineering Services NEW YORK - Sept. 6, 2006 - EDO Corporation (NYSE: EDO) today completed the acquisition of CAS Inc, a privately-held company that provides engineering services, logistics support, and weapons-systems analysis to the Department of Defense. The previously announced purchase price of $175.6 million was funded from EDO's current cash balance, plus a $100 million borrowing from the company's bank-credit facility, and 214,574 shares of restricted common shares. The acquisition will be immediately accretive to EDO's earnings. "With the acquisition of CAS, we are tripling the size of our professional and engineering services business and substantially increasing our scope of work with the Army," said EDO Chief Executive Officer James M. Smith. "We are adding an excellent, well-respected work force and management team, with a shared commitment to excellence. Like EDO, CAS has products and services that are highly engineering driven, and will greatly strengthen our position in strategically important markets." For example, CAS provides system engineering and analysis support for theater missile defense, air defense, aviation, and land-combat missile systems, such as the PATRIOT missile program. The current PATRIOT support contract, valued at $377 million, was awarded in October 2003 and extends until October 2008. CAS is a premier full service provider based in Huntsville, Ala., a growing center for the missile-defense, aviation, and logistics programs of its largest customer, the United States Army. It has approximately 1,000 employees operating in 13 states, as well as on military bases worldwide. Revenue for the 12 months ended March 31, 2006 was $184.3 million. Revenue has grown steadily since the company's founding in 1979, with annual growth averaging more than 18 percent over the past five fiscal years. "We expect the CAS team to play a major role along side our current Professional and Engineering Services team in executing our combined professional services operational strategy," continued Smith. The combined operation will be headed by Charles Vaughn, who has been president of the Tactical Systems Group at CAS. The company will become part of EDO's Engineered Systems and Services reporting segment. About EDO Corporation - --------------------- EDO Corporation designs and manufactures a diverse range of products for defense, intelligence, and commercial markets. Major product groups include: Professional and Engineering Services, Defense Electronics, Communications, Aircraft Armament Systems, Undersea Warfare, and Integrated Composite Structures. EDO's advanced systems are at the core of the transformation to lighter, faster, and smarter defense capabilities. With headquarters in New York, EDO Corporation (www.edocorp.com) employs 4,000 people worldwide. The company was founded in 1925 and had revenues of $648 million in 2005. Forward-Looking Statements Certain statements made in this release, including statements about future revenue and revenue growth, future earnings, and anticipated financing arrangements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and the following: changes in demand for the company's products and services, product mix, the timing of customer orders and deliveries, the impact of competitive products and services and pricing, and other risks discussed from time to time in the company's Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. Contacts: William A. Walkowiak, CFA Sara Banda Director of Investor Relations Media Relations (212) 716-2038 (212) 716-2071 ir@edocorp.com media@edocorp.com ******** -----END PRIVACY-ENHANCED MESSAGE-----