-----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, Q5ZKTud5DtOpTxqoQkiwLciTJPEV0F921kVV5wkIz8TWNkqquF8sb0S9El2O1E+r q0X009K4sveniwJzGkDRTA== 0001157523-07-012094.txt : 20071212 0001157523-07-012094.hdr.sgml : 20071212 20071212103030 ACCESSION NUMBER: 0001157523-07-012094 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071212 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071212 DATE AS OF CHANGE: 20071212 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: 071300695 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 a5566307.txt EDO CORPORATION 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 December 12, 2007 Date of Report (Date of earliest event reported): EDO Corporation (Exact name of registrant as specified in its charter) New York 3812 11-0707740 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 60 East 42nd Street, 42nd Floor New York, New York 10165] (Address of principal executive offices) (212) 716-2000 (Registrant's telephone number, including area code) 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |X| 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 8.01. Other Events. Supplemental Proxy Materials ---------------------------- On December 12, 2007, EDO Corporation issued a press release announcing an $86 million award from the Department of Defense for "CREW 2.1" counter-IED systems. This award had been anticipated in the financial projections included in EDO's proxy materials filed with the SEC on November 5. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION These supplemental proxy materials contain forward-looking statements, including information relating to the merger, which are qualified in their entirety by the "Cautionary Statement Concerning Forward-Looking Information" section of the Definitive Proxy Statement. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit 99.1. Press release issued by EDO Corporation on December 12, 2007. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: December 12, 2007 EDO CORPORATION By: /s/ Lisa M. Palumbo ------------------------------ Name: Lisa M. Palumbo Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description 99.1. Supplemental Proxy Material-- Press release issued by EDO Corporation on December 12, 2007. EX-99.1 2 a5566307ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 EDO Receives $86 Million Order for CREW 2.1 Counter-IED Systems NEW YORK--(BUSINESS WIRE)--Dec. 12, 2007--On December 10, the Department of Defense announced that EDO Corporation (NYSE: EDO) has received orders for 1,136 additional "CREW 2.1" vehicle-mounted electronic jammers, to be delivered by April, 2008. This fixed-price award of $86.5 million is for the EDO model known as the CVRJ (CREW Vehicle Receiver/Jammer) system. In making this award, the Naval Sea Systems Command and the Program Executive Office for Littoral and Mine Warfare exercised options included in the original contract competitively awarded to EDO on April 6. That contract includes options for up to 10,000 units, of which 8,736 have now been exercised. On September 7, the Department of Defense announced their intention to award an additional contract with options for up to 15,000 CVRJ units. If awarded, this would bring the potential CVRJ units to 25,000. In addition, on April 13 EDO received a contract for up to 10,000 units of its MMBJ (Mobile Multi-Band Jammer) version, of which 1,100 have been ordered to date. On November 5, in connection with the pending merger of EDO with ITT Corporation (NYSE: ITT), EDO filed proxy materials containing financial projections through the year 2011. These projections included the estimated revenue for all 35,000 possible units described above. However, no guarantee can be made that the DoD will order all 35,000 units. EDO Corporation (www.edocorp.com) 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 $715 million in 2006. On September 17, EDO announced that it has reached an agreement to be acquired by ITT Corporation. Disclaimer This communication is being made in respect of the proposed merger involving EDO and ITT Corporation. In connection with the proposed merger, EDO filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the "SEC"), a copy of which was mailed to the shareholders of EDO. Before making any voting decision, EDO'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BY EDO WITH THE SEC REGARDING THE MERGER CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. EDO's shareholders may obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC from the SEC's website at www.sec.gov. EDO's shareholders may obtain, without charge, a copy of the proxy statement and other relevant documents by directing a request by mail or telephone to EDO Corporation, 60 East 42nd Street, 42nd Floor, New York, NY 10165, telephone: 212-716-2000, or from EDO's website, www.edocorp.com. EDO and its directors and executive officers may be deemed to be participants in the solicitation of proxies from EDO's shareholders with respect to the proposed merger. Information regarding EDO's directors and executive officers and their ownership of EDO common stock is set forth in EDO's annual report on Form 10-K for the fiscal year ended December 31, 2006, which was filed on March 8, 2007, and EDO's proxy statement for EDO's 2007 Annual Meeting of Shareholders, which was filed on April 30, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, in the proposed merger is contained in the definitive proxy statement and other relevant documents filed with the SEC regarding the proposed merger. CONTACT: EDO Corporation William A. Walkowiak, CFA, 212-716-2038 Vice President of Investor Relations ir@edocorp.com or Media Relations: Sara Banda, 212-716-2071 media@edocorp.com -----END PRIVACY-ENHANCED MESSAGE-----