-----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, Nuzw2fUCUNO8doKe6j0fBAfcgBsjFnfs6/G6IzX7GQTTJn+ouQ6Rv6mdCnBHthfS Cmv6+ig8TKgmunM/cPdBBw== 0001068800-05-000258.txt : 20050419 0001068800-05-000258.hdr.sgml : 20050419 20050419093855 ACCESSION NUMBER: 0001068800-05-000258 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050414 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050419 DATE AS OF CHANGE: 20050419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENGINEERED SUPPORT SYSTEMS INC CENTRAL INDEX KEY: 0000772891 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 431313242 STATE OF INCORPORATION: MO FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13880 FILM NUMBER: 05758196 BUSINESS ADDRESS: STREET 1: 201 EVANS LN CITY: ST LOUIS STATE: MO ZIP: 63121 BUSINESS PHONE: 3149935880 MAIL ADDRESS: STREET 1: 201 EVANS LN CITY: ST LOUIS STATE: MO ZIP: 63121 8-K 1 eng8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) April 14, 2005 ---------------- ENGINEERED SUPPORT SYSTEMS, INC. - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) MISSOURI 0-13880 43-1313242 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 201 Evans Lane, St. Louis, Missouri 63121 (Address of principal executive officer) (Zip Code) Registrant's telephone number including area code: (314) 553-4000 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) [ ] 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 7.01 Regulation FD Disclosure. On April 14, 2005 Engineered Support Systems, Inc. (the Company) announced that it has agreed to acquire Mobilized Systems, Inc. (MSI), an industry leader in the design, manufacture and testing of highly specialized trailers, shelters, and environmental control systems primarily for the defense industry located in Cincinnati, Ohio. The all cash deal involves the purchase of the outstanding equity of MSI. The Company will fund the transaction with available cash resources and/or borrowings under its unsecured credit facility. Item 9.01 Financial Statements and Exhibits. (c) The following exhibit is filed as part of this report: Exhibit Number Description -------------- ----------- 99 Press Release dated April 14, 2005, issued by Engineered Support Systems, Inc. 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. ENGINEERED SUPPORT SYSTEMS, INC. Date: April 19, 2005 BY: /s/ Gary C. Gerhardt -------------- --------------------------------------------- Gary C. Gerhardt Vice Chairman and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99 Press Release dated April 14, 2005, issued by Engineered Support Systems, Inc. EX-99 2 ex99.txt Exhibit 99 [ESSI logo] RELEASE -------------------------------------------------------- 201 Evans Lane o St. Louis, MO 63121-1126 For more information, contact: April 14, 2005 Larry Cox, Communications Mgr 314/553-4960, lcox@essihq.com ENGINEERED SUPPORT SYSTEMS TO ACQUIRE MOBILIZED SYSTEMS INC. ST. LOUIS, MO--ENGINEERED SUPPORT SYSTEMS, INC. (Nasdaq: EASI ) has agreed to acquire Mobilized Systems, Inc. (MSI), an industry leader in the design, manufacture and testing of highly specialized trailers, shelters and environmental control systems primarily for the defense industry. The all-cash deal involves the purchase of the outstanding equity of MSI. Terms of the pending transaction were not disclosed. The Company will fund the transaction with available cash resources and/or borrowings under its unsecured credit facility. The acquisition of MSI will be immediately accretive to earnings, according to Gerald A. Potthoff, Vice Chairman and CEO of Engineered Support Systems. The mobile systems manufactured by MSI play a critical role in providing environmentally-controlled, enclosures for personnel as well as sensitive military electronics, communications and simulation/training systems. MSI is particularly well-positioned to capitalize on the dynamic opportunities inherent in the market for mobile military shelters based on its diverse project experience in radar system shelters, mobile firearms training, missile transporters, simulators, warfare training and secure communications systems. MSI's 150 employees operate from office/manufacturing facilities encompassing 110,000 square feet in Cincinnati, Ohio, directly adjacent to those of Engineered Support Systems' wholly-owned subsidiary Engineered Environments, Inc. (EEi), acquired in 2003. MSI will be integrated into the Company's Support Systems Group. For calendar 2004, the privately-held MSI posted revenues of approximately $23 million. MSI's primary customers include many of the larger defense primes such as Raytheon, Lockheed Martin, Boeing and others. "MSI has been repeatedly recognized by major defense contractors as a top provider of highly-specialized, customized mobile enclosure solutions for complex applications and system requirements," Potthoff said. "MSI's strong engineering talent enables it to meet customers' increasingly demanding requirements," requirements that include EMI shielding, environmental control, acoustics and shock absorption, he explained. He added that increased emphasis in the defense community on mobile training, warfare simulation and secure communications systems is fueling robust demand for MSI's capabilities. - MORE - PROVIDING ADVANCED SUSTAINMENT SOLUTIONS TO THOSE WHO SERVE IN A CHANGING WORLD - ------------------------------------------------------------------------------- MSI 2-2-2 "With MSI's close proximity and similar market focus with Engineered Environments, we believe tremendous operational and business development synergies exist between the two organizations, Potthoff said. "Both firms will pursue strategic growth opportunities for defense and related industrial applications requiring customized mobile enclosure solutions. And adding MSI helps us leverage many of our long-standing working relationships with the major defense primes -- a key market focus area for our Company. "We welcome the MSI employees, especially their four operator-shareholders, to the Engineered Support Systems team and look forward to great success going forward," he said. Engineered Support Systems, Inc. provides advanced sustainment solutions including the design, manufacture and supply of integrated military electronics, support equipment and technical and logistics services for all branches of America's armed forces and certain foreign militaries, homeland security forces and selected government and intelligence agencies. The company also produces specialized equipment and systems for commercial and industrial applications. For additional information, please visit the Company's website at http://www.engineeredsupport.com. Certain statements in this press release are forward looking in nature and, accordingly, are subject to risks and uncertainties. The actual results may differ materially from those described or contemplated. * * * * PROVIDING ADVANCED SUSTAINMENT SOLUTIONS TO THOSE WHO SERVE IN A CHANGING WORLD - ------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----