0001209191-11-062774.txt : 20111222 0001209191-11-062774.hdr.sgml : 20111222 20111222132940 ACCESSION NUMBER: 0001209191-11-062774 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111217 FILED AS OF DATE: 20111222 DATE AS OF CHANGE: 20111222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FORCE PROTECTION INC CENTRAL INDEX KEY: 0001032863 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 841383888 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O GENERAL DYNAMICS CORPORATION STREET 2: 2941 FAIRVIEW PARK DRIVE, SUITE 100 CITY: FALLS CHURCH STATE: VA ZIP: 22042-4513 BUSINESS PHONE: (843) 740-7015 MAIL ADDRESS: STREET 1: C/O GENERAL DYNAMICS CORPORATION STREET 2: 2941 FAIRVIEW PARK DRIVE, SUITE 100 CITY: FALLS CHURCH STATE: VA ZIP: 22042-4513 FORMER COMPANY: FORMER CONFORMED NAME: SONIC JET PERFORMANCE INC DATE OF NAME CHANGE: 19981216 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER CAPITAL OPPORTUNITIES III INC DATE OF NAME CHANGE: 19970210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL DYNAMICS CORP CENTRAL INDEX KEY: 0000040533 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33253 FILM NUMBER: 111276863 BUSINESS ADDRESS: STREET 1: 2941 FAIRVIEW PARK DRIVE STREET 2: SUITE 100 CITY: FALLS CHURCH STATE: VA ZIP: 22042-4513 BUSINESS PHONE: 7038763000 MAIL ADDRESS: STREET 1: 2941 FAIRVIEW PARK DRIVE STREET 2: SUITE 100 CITY: FALLS CHURCH STATE: VA ZIP: 22042-4513 3 1 c26156_3x0.xml MAIN DOCUMENT DESCRIPTION X0204 3 2011-12-17 0 0001032863 FORCE PROTECTION INC FRPT 0000040533 GENERAL DYNAMICS CORP 2941 FAIRVIEW PARK DRIVE SUITE 100 FALLS CHURCH VA 22042-4513 0 0 1 0 Common Stock 1000 D In accordance with the Agreement and Plan of Merger, dated as of November 7, 2011 (as amended, the "Merger Agreement"), among General Dynamics Corporation, a Delaware corporation ("General Dynamics"), Falcon Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of General Dynamics ("Merger Sub"), and Force Protection, Inc. ("Force Protection"), on November 18, 2011, Merger Sub commenced a tender offer to acquire all of the outstanding shares common stock, par value $0.001 per share ("Shares") of Force Protection, at a price of $5.52 per Share, in cash without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated November 18, 2011, and the related letter of transmittal, included as exhibits to the Tender Offer Statement on Schedule TO filed by General Dynamics and Merger Sub with the SEC on November 18, 2011 (such offer to purchase together with such letter of transmittal, in each case as amended or supplemented, the "Offer"). The Offer expired at 12:00 midnight, New York City time, at the end of Friday, December 16, 2011 (the "Expiration Date"), as scheduled, and was not extended. Computershare Trust Company, N.A., the depositary for the Offer, informed General Dynamics that, as of the Expiration Date, a total of 51,667,698 Shares (including 3,681,524 Shares subject to guaranteed delivery procedures as described in the Offer) were validly tendered and not validly withdrawn, representing approximately 81.7% of the Shares then outstanding on a fully diluted basis (as determined pursuant to the Merger Agreement). On December 17, 2011, Merger Sub accepted for payment and, on December 19, 2011, paid for all such Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Date. On December 19, 2011, Merger Sub exercised its option (the "Top-Up Option") to purchase, at a per Share price equal to $5.52 per Share, 89,316,099 Shares (the "Top-Up Shares"), which, when added to the number of Shares owned by Merger Sub immediately prior to the exercise of the option (which for these purposes did not include Shares that had been tendered subject to guaranteed delivery procedures), resulted in Merger Sub owning one Share more than 90% of the outstanding Shares. See Remarks. After the exercise of the Top-Up Option, on December 19, 2011, General Dynamics and Merger Sub effected a short-form merger with Force Protection under Nevada law, pursuant to which Force Protection became a wholly-owned subsidiary of General Dynamics (the "Merger"). As a result of the Merger, each of the remaining outstanding Shares (except for Shares that were owned by any of General Dynamics, Merger Sub, Force Protection or any of their direct or indirect wholly-owned subsidiaries) was converted into the right to receive the same $5.52 in cash per Share, without interest and less any applicable withholding taxes, that was paid in the Offer, and each of the 1,000 shares of common stock, par value $0.01, of Merger Sub that was issued and outstanding immediately prior to the Merger was converted into one share of common stock, par value $0.001 per share, of Force Protection, as the surviving corporation of the Merger. General Dynamics now owns 1,000 shares of common stock of Force Protection, representing 100% of the issued and outstanding shares of common stock of Force Protection. /s/ Gregory S. Gallopoulos, on behalf of General Dynamics Corporation 2011-12-22