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: August 17, 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 Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) 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 5. Other events
The registrant has entered into an Agreement and Plan of Merger, dated
as of August 15, 2003, with Integrated Defense Technologies, Inc. ("IDT") and
a wholly-owned subsidiary of registrant ("Merger Sub"), which provides for the
merger of Merger Sub with and into IDT. As a result of the merger, the
registrant will acquire all of the outstanding common stock of IDT and each
share of IDT common stock, par value $0.01 per share ("IDT Stock") will be
converted into the right to receive $12.25 in cash and 0.1875 shares of the
registrant's common stock, par value $0.01 per share ("DRS Stock"). If the
average closing price of DRS Stock prior to the closing of the merger
decreases, the stock component of the consideration will proportionally
increase, provided that such component will be no greater than 0.2027 shares
of DRS Stock. The closing of the merger is subject to certain conditions,
including approval of IDT's stockholders and completion of review under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Agreement and Plan of Merger is attached hereto as Exhibit 2.1 and is
incorporated herein as reference.
The registrant has entered into a voting agreement, dated as of
August 15, 2003, with Veritas Capital Management, L.L.C. ("Veritas") and
certain of Veritas' affiliates, which beneficially own 55% of the outstanding
IDT Stock. Subject to certain conditions, the Veritas entities have agreed to
vote in favor of the merger at the special meeting of IDT's stockholders to
consider the proposed merger, and to be subject to certain standstill and
no-solicitation limitations with respect to their IDT Stock. Such entities
have sufficient shares of IDT Stock to approve the merger at the special
meeting. The registrant, Veritas, certain of Veritas' affiliates and Robert B.
McKeon, Chairman of IDT, have also entered into a standstill agreement, dated
as of August 15, 2003, which includes certain standstill limitations with
respect to DRS Stock. The voting agreement and the standstill agreement are
attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of August 15, 2003, among DRS
Technologies, Inc., MMC3 Corporation and Integrated Defense
Technologies, Inc.
10.1 Voting Agreement, dated as of August 15, 2003, by and among DRS
Technologies, Inc., IDT Holding, L.L.C., The Veritas Capital Fund,
L.P. and Veritas Capital Management, L.L.C.
10.2 Standstill Agreement, dated as of August 15, 2003, by and among DRS
Technologies, Inc., The Veritas Capital Fund, L.P., Veritas Capital
Management, L.L.C. and Robert B. McKeon.
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: August 18, 2003 By: /s/ Richard A. Schneider
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Name: Richard A. Schneider
Title: Executive Vice President,
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of August 15, 2003,
among DRS Technologies, Inc., MMC3 Corporation and Integrated
Defense Technologies, Inc.
10.1 Voting Agreement, dated as of August 15, 2003, by and among DRS
Technologies, Inc., IDT Holding, L.L.C., The Veritas Capital
Fund, L.P. and Veritas Capital Management, L.L.C.
10.2 Standstill Agreement, dated as of August 15, 2003, by and among
DRS Technologies, Inc., Veritas Capital Fund, L.P., Veritas
Capital Management, L.L.C. and Robert B. McKeon.