-----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, HZLiQQaYVR9j7FVWtanJEA79aP378mraHSfRJcJIugzDKnBmLK2S2+yKCzRM5AVj K8uBrZ64LZSj8//bmJhABA== 0001157523-07-012267.txt : 20071218 0001157523-07-012267.hdr.sgml : 20071218 20071218164454 ACCESSION NUMBER: 0001157523-07-012267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071218 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071218 DATE AS OF CHANGE: 20071218 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: 071313602 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 a5570746.txt EDO CORP. 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 18, 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 communication 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 8.01. Other Events. On December 18, 2007, EDO Corporation issued a press release announcing that shareholders of EDO Corporation voted to approve the merger with ITT Corporation. The shareholder vote satisfies the final condition for completion of the transaction. As a result, the merger is expected to be completed and become effective on December 20. The final tally of shares voted was 78.81% "For"; 1.18% "Against"; and 0.28% "Abstain"; for a total of 80.26% of the outstanding shares. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit 99.1. Press release issued by EDO Corporation on December 18, 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 18, 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 Press release issued by EDO Corporation on December 18, 2007. EX-99.1 2 a5570746ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 EDO Shareholders Approve Merger with ITT Closing Date Set for December 20 NEW YORK--(BUSINESS WIRE)--Dec. 18, 2007--Shareholders of EDO Corporation (NYSE: EDO) today voted overwhelmingly to approve the merger with ITT Corporation (NYSE: ITT). The shareholder vote satisfies the final condition for completion of the transaction. As a result, the merger is expected to be completed and become effective on December 20. Under the terms of the merger, EDO shareholders will receive $56 in cash for each share of common stock. Based on the preliminary share count, more than 77 percent of the outstanding shares were voted in favor of the merger. Under New York State law, 66.7 percent of the shares were needed for approval. The special meeting of shareholders was held at 10:00 a.m. in New York City. EDO Corporation designs and manufactures a diverse range of products for aerospace, 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 employs 4,000 people worldwide. The company was founded in 1925 and had revenues of $715 million in 2006. CONTACT: EDO Corporation William A. Walkowiak, CFA, 212-716-2038 Vice President of Investor Relations ir@edocorp.com or Sara Banda, 212-716-2071 Media Relations media@edocorp.com -----END PRIVACY-ENHANCED MESSAGE-----