SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: November 4, 2003
(Date of earliest event reported)
DRS Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-08533 13-2632319
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
5 Sylvan Way, Parsippany, New Jersey 07054
(Address of Principal Executive Offices)
(973) 898-1500
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On November 4, 2003, the registrant completed the previously announced
merger of MMC3 Corporation, a wholly-owned subsidiary of the registrant ("Merger
Sub"), into Integrated Defense Technologies, Inc. ("IDT"), pursuant to the
Agreement and Plan of Merger dated as of August 15, 2003 among the registrant,
Merger Sub and IDT (the "Merger Agreement"). As a result of the acquisition, IDT
has become the registrant's wholly-owned subsidiary. IDT is a developer and
provider of advanced electronics and technology products to the defense and
intelligence industries.
Under the terms of the Merger Agreement, the total consideration for
the acquisition, including $175 million of IDT's net debt which was refinanced,
was approximately $543 million before transaction expenses. Each share of IDT
common stock outstanding at the effective time of the merger has been converted
into the right to receive $12.25 in cash and 0.2027 of a share of the
registrant's common stock. The registrant will issue approximately 4,323,172
shares of common stock to former IDT stockholders.
To finance the acquisition, the registrant entered into a new credit
facility and issued senior subordinated notes. The credit facility was entered
into on November 4, 2003 with Wachovia Bank, National Association and Bear,
Stearns Corporate Lending, Inc. The credit facility provides the registrant with
$411 million in cash. The credit facility consists of (1) a seven-year term loan
in an aggregate principal amount of $236 million, with principal repayable in
quarterly installments at a rate of 1.00% per year and the balance to be repaid
in equal quarterly installments beginning on December 31, 2009 and (2) a
five-year revolving credit facility in an aggregate principal amount of $175
million, to be repaid in full on the fifth anniversary of the closing date of
the facility. The registrant issued $350 million aggregate principal amount
senior subordinated notes due 2013 (the "Notes") on October 30, 2003. The Notes
were issued pursuant to Rule 144A and Regulation S of the Securities Act of
1933, as amended. The notes bear interest at 6 7/8% and are guaranteed by
certain of DRS's wholly-owned U.S. subsidiaries.
The foregoing summary of the merger is qualified in its entirety by the
specific terms and provisions of the Merger Agreement. The Merger Agreement was
filed as Exhibit 2.1 to the Current Report on Form 8-K filed on August 19, 2003
and is incorporated herein by reference.
On November 4, 2003, the registrant issued a press release regarding
the closing of the merger contemplated by the Merger Agreement. The press
release is included herewith as Exhibit 99.1
Item 7. Financial Statements and Exhibits
(a) In reliance on instruction B.3 of Form 8-K, the financial
statements of IDT required under this Item 7(a) have not been
provided. These financial statements were previously filed
with the SEC in the registrant's Amendment No. 1 to
Registration Statement on Form S-4, dated October 9, 2003.
(b) DRS will file the required unaudited pro forma financial
information in connection with the transaction by amendment to
this Form 8-K not later than 60 days after the date that this
Form 8-K must be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated August 15, 2003 among the
registrant, Merger Sub and IDT (Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by the
registrant on August 19, 2003).
99.1 Press release issued on November 4, 2003 by the registrant.
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.
DRS TECHNOLOGIES, INC.
Dated as of: November 4, 2003 By: /s/ Nina L. Dunn
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Name: Nina L. Dunn
Title: Executive Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger dated August 15, 2003, among the registrant,
Merger Sub and IDT (Registration Statement No. 333-108704, Amendment No. 1
to Form S-4, Exhibit 2.1).
99.1 Press release issued on November 4, 2003 by the registrant.