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 20, 2010
Applied Signal Technology, Inc.
(Exact name of registrant as specified in its charter)
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| California
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000-21236
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77-0015491 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 460 West California Avenue |
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| Sunnyvale, California
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94086 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 408-749-1888
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Applied Signal Technology, Inc., a California corporation (the “Company” or “Applied Signal”),
entered into an Agreement and Plan of Merger dated as of December 18, 2010 (the “Merger Agreement”)
with Raytheon Company, a Delaware corporation (“Parent”), and RN Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger
Agreement, and upon the terms and subject to the conditions thereof, Parent has agreed to cause
Merger Sub to commence a tender offer (the “Offer”) to purchase all of the outstanding shares of
Common Stock, without par value, of the Company (the “Shares”), for $38.00 per Share (the “Offer
Price”), net to the seller in cash, without interest thereon and subject to applicable withholding
taxes. As soon as practicable after the consummation of the Offer, Merger Sub will merge with and
into the Company (the “Merger”) and the Company will become a wholly owned subsidiary of Parent.
The Merger Agreement also provides that a single-step merger of Merger Sub with and into the
Company may be consummated regardless of whether the Offer is completed, but if the Offer is not
completed, the merger will only be able to be consummated after the shareholders of the Company
have adopted the Merger Agreement at a meeting of shareholders. In the Merger, each outstanding
share of the Company, other than shares owned by Parent or Merger Sub or by the Company’s
shareholders who have validly exercised their appraisal rights under California law, will be
converted into the right to receive cash in an amount equal to the Offer Price. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
On December 20, 2010, the Company sent an e-mail to the employees of the Company, which is
attached hereto as Exhibit 99.2 and is incorporated herein by reference. The Company also
distributed
On December 20, 2010, a slide
presentation was distributed to the employees of the Company, a copy of which is furnished with this
report as Exhibit 99.3.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit |
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Description |
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99.1 |
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Press Release dated December 20, 2010 |
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99.2 |
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E-mail communication transmitted to Applied Signal employees on December 20, 2010 |
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99.3 |
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Presentation distributed to
employees of Applied Signal Technology, Inc., on December 20, 2010 (incorporated by reference to Exhibit 99.2 to
the Schedule TO-C filed by Raytheon Company with the Securities and Exchange Commission on December 20, 2010) |
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.
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Applied Signal Technology, Inc.
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| December 20, 2010 |
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/s/ William Van Vleet III
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Name: |
William Van Vleet III |
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Title: |
President and Chief Executive Officer |
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