-----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, OjurSVZYYKDhx88OkzGbie4fuT6wwA9WSV/LtfDT07dxeIaf6qNpMKFOYX7Au81J yjZj/qMrh7o3vHU1/hRRvg== 0000950123-06-011721.txt : 20060918 0000950123-06-011721.hdr.sgml : 20060918 20060918170716 ACCESSION NUMBER: 0000950123-06-011721 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060915 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060918 DATE AS OF CHANGE: 20060918 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: 061096210 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 y25223e8vk.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 15, 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On September 15, 2006, EDO Corporation completed the acquisition of Impact Science & Technology Inc., a privately-held New Hampshire corporation ("IST") from all of the shareholders of IST. As previously announced under the terms of the IST Stock Purchase Agreement, EDO paid an aggregate purchase price of $124 million for the IST shares, consisting of $106 million in cash and a promissory note in the principal amount of $18 million payable over three years. In addition, nine key employees received retention payments in the form of 405,103 restricted EDO Common Shares valued at $9 million. Taking into account IST's cash balance at the time of the offer, the net purchase price of $113 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. ITEM 9.01 EXHIBITS (c) Exhibits
Exhibit Number Description of Exhibit 99.1 Press Release of EDO Corporation, dated September 15, 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 18, 2006
EX-99.1 2 y25223exv99w1.txt EX-99.1: PRESS RELEASE EXHIBIT 99.1 [EDO LOGO] 60 East 42nd Street FOR IMMEDIATE RELEASE New York, NY 10165 212-716-2000 EDO COMPLETES ACQUISITION OF IST CONSOLIDATES INTELLIGENCE-RELATED OPERATIONS NEW YORK - SEPT. 15, 2006 - EDO Corporation (NYSE: EDO) today completed the acquisition of Impact Science & Technology Inc (IST), a privately-held company that provides Signals Intelligence (SIGINT) systems and analysis support to the intelligence community, and advanced countermeasures and electronic-attack systems to the Department of Defense and other government agencies. As previously disclosed, EDO has acquired all of the outstanding shares of the company for $124 million, consisting of a cash payment of $106 million and an $18 million promissory note to be paid over three years. Taking into account IST's cash balance at the time of the offer, the net purchase price was $113 million, subject to a customary adjustment based on the final determination of the company's net book value at the time of the closing. In addition, nine key employees received retention payments in the form of 405,103 restricted common shares. The purchase was funded from EDO's current cash balance, plus a $100 million borrowing from the company's bank-credit facility. The acquisition will be immediately accretive to EDO's earnings. "The acquisition of IST doubles the scope of our business with the intelligence community and adds important new technologies," said EDO Chief Executive Officer James M. Smith. "These include advanced radar countermeasures, electronic attack and electronic intelligence systems, software products, and systems engineering and analysis services." IST is EDO's third acquisition in the area of intelligence systems and countermeasures since mid 2005. It will be integrated with the already-combined business of EVI-NexGen to form a new business sector named Intelligence and Information Warfare. Warren B. Murrin, who was president of IST, will remain with EDO as head of this new business sector. The Intelligence and Information Warfare sector will become part of EDO's Electronic Systems and Communications reporting segment. IST has approximately 200 employees and is based in Nashua, N.H., with additional operations in Maryland and Colorado. Revenue for the 12 months ended March 31, 2006 was $63 million. Over the past five years, revenue has grown at a compound annual growth rate of 60 percent. "We welcome the outstanding, highly-skilled IST team of professionals, and look forward to serving the intelligence community with dynamic and powerful new capabilities," Mr. Smith concluded. 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 4,200 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
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