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
Date of Report (Date of Earliest Event Reported):
December 15, 2004 (December 15, 2004)
DRS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-08533 13-2632319
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
5 Sylvan Way, Parsippany, New Jersey 07054
(Address of principal executive offices)
(973) 898-1500
(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)
[ ] 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))
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ITEM 8.01. OTHER EVENTS
On December 14, 2004, DRS Technologies, Inc. (DRS) issued a press release
announcing that it is planning to offer an additional $150 million aggregate
principal amount of 6-7/8 percent senior subordinated notes due 2013. The notes
are being offered as additional debt securities under the indenture dated as of
October 30, 2003, pursuant to which DRS, on that date, issued $350 million
aggregate principal amount of 6-7/8 percent senior subordinated notes due 2013.
DRS is obligated, pursuant to its senior credit facility, to offer the lenders
under its senior credit facility their pro rata share of the net proceeds of the
offering. DRS intends to use any remaining net proceeds of the offering to
replenish cash balances, following a $42.5 million cash payment for its
previously announced acquisition of Night Vision Equipment Company completed on
December 14, 2004, and for working capital and general corporate purposes, which
may include future acquisitions. The offering is subject to market and other
customary conditions.
The notes will be offered in the United States to qualified institutional
buyers, pursuant to Rule 144A under the Securities Act of 1933, as amended, and
outside the United States in reliance on Regulation S under the Securities Act.
The notes have not been registered under the Securities Act and may not be
offered or sold in the United States without registration or an applicable
exemption of registration requirements. No assurance can be given that the
offering will be completed or, if completed, as to the terms on which it is
completed.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following press release is included as an exhibit to this report:
Exhibit No. Description
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99.1 DRS Technologies, Inc. Press Release dated December 14, 2004.
DRS TECHNOLOGIES, 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 thereunto duly authorized.
DRS TECHNOLOGIES, INC.
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(Registrant)
Date: December 15, 2004 By: /s/ RICHARD A. SCHNEIDER
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Richard A. Schneider
Executive Vice President,
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 DRS Technologies, Inc. Press Release dated December 14, 2004.