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):
November 9, 2000
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Primex Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Virginia
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(State or other jurisdiction of incorporation)
0-28942 06-1458069
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(Commission File Number) (IRS Employer Identification No.)
10101 Ninth Street North, St. Petersburg, FL 33716-3807
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(Address of principal executive offices) (Zip Code)
(727) 578-8100
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Primex Technologies, Inc., a Virginia Corporation (the "Company"), has
entered into an Agreement and Plan of Merger dated as of November 9, 2000 (the
"Merger Agreement"), among General Dynamics Corporation, a Delaware corporation
("General Dynamics"), Mars Acquisition Corporation, a Delaware corporation and a
wholly owned subsidiary of General Dynamics ("Merger Sub") and the Company.
Pursuant to the Merger Agreement and subject to the terms and conditions set
forth therein, Merger Sub will be merged with and into the Company, with the
Company being the surviving corporation of such merger (the "Merger"). As a
result of the Merger, the Company will become a wholly owned subsidiary of
General Dynamics. At the Effective Time (as defined in the Merger Agreement) of
the Merger, each issued and outstanding share of common stock, par value $1.00
per share, of the Company (the "Company Common Stock") will be converted into
the right to receive cash consideration in the amount of $32.10 without
interest.
The Merger is subject to termination or expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and to approval
by two-thirds of the Company's stockholders and certain other conditions.
On November 9, 2000, the Company and General Dynamics issued a joint press
release (the "Press Release") concerning the Merger and the execution of the
Merger Agreement.
On November 8, 2000, the Company and The Bank of New York entered into an
Amendment dated as of November 8, 2000, to the Rights Agreement dated as of
February 1, 2000 between the Company and The Bank of New York, in connection
with the Merger Agreement.
The foregoing description of the Merger and related transactions does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, the Rights Amendment and the Press Release, which are attached
hereto and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of November 9,
2000, among Primex Technologies, Inc., General
Dynamics Corporation and Mars Acquisition
Corporation.
4.1 Amendment dated as of November 8, 2000, to the Rights
Agreement dated as of February 1, 2000, between
Primex Technologies, Inc. and The Bank of New York.
99.1 Joint press release dated November 9, 2000 of Primex
Technologies, Inc. and General Dynamics Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
PRIMEX TECHNOLOGIES, INC.
Date: November 13, 2000 By /s/ George H. Pain
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Name: George H. Pain
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of November 9,
2000, among Primex Technologies, Inc., General
Dynamics Corporation and Mars Acquisition
Corporation.
4.1 Amendment dated as of November 8, 2000, to the Rights
Agreement dated as of February 1, 2000, between
Primex Technologies, Inc. and The Bank of New York.
99.1 Joint press release dated November 9, 2000 of Primex
Technologies, Inc. and General Dynamics Corporation.
