================================================================================
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
FEBRUARY 19, 1999
------------------
(Date of earliest event reported)
Commission file number 1-8533
DRS TECHNOLOGIES, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-2632319
-------------------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054
----------------------------------------- ------
(Address of principal executive offices) (Zip Code)
(973) 898-1500
-----------------------------
(Registrant's telephone number, including area code)
================================================================================
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 19, 1999, DRS Merger Sub, Inc., a New York corporation and
wholly-owned subsidiary of DRS Technologies, Inc., a Delaware Corporation
("DRS"), merged (the "Merger") with and into NAI Technologies, Inc., a New York
corporation ("NAI"), with NAI being the surviving corporation and continuing as
a direct wholly-owned subsidiary of DRS. As a result of the Merger: holders of
NAI common stock received 0.25 of a share of DRS common stock for each share of
NAI common stock; each NAI 12% Convertible Subordinated Promissory Note due
January 15, 2001 is convertible into 0.25 of a share of DRS common stock; each
issued and outstanding NAI warrant to purchase NAI common stock at an exercise
price of $2.50 per share was converted into DRS warrants at a conversion ratio
of .025 shares of DRS common stock to one share of NAI common stock; each NAI
stock option outstanding under the NAI 1991 Stock Option Plan, 1993 Stock Option
Plan for Directors, and 1996 Stock Option Plan ("Option"), whether vested or
unvested, was assumed by DRS and now constitutes an option to acquire, on the
same terms and conditions as were applicable under such Option prior to the
Merger, the number of DRS common stock equal to the product (rounded down to the
nearest whole number) of .025 and the number of shares of NAI common stock,
subject to such Option prior to the merger at a per share exercise price equal
to four times the exercise price of such Option prior to the Merger.
The terms of the Merger were described in the Joint Proxy Statement/
Prospectus of DRS and NAI dated January 25, 1999, which was included in DRS'
Registration Statement on Form S-4 (No. 333-69751).
ITEM 7. INFORMATION AND EXHIBITS
(A) Financial Statements:
The financial information otherwise required to be included with this
Form 8-K is included in DRS' Registration Statement on Form S-4 (No.
333-69751), filed with the Securities and Exchange Commission on
January 25, 1999.
(B) Exhibits:
1. Agreement and Plan of Merger dated as of August 26, 1998, as
amended, among DRS Technologies, Inc., DRS Merger Sub, Inc. and
NAI Technologies, Inc. (attached as Annex A to the Joint Proxy
Statement/Prospectus included as part of DRS' Registration
Statement on Form S-4 (No. 333-69751) and incorporated herein by
reference [Registration Statement No. 333-69751, Post Effective
Amendment No. 1, Exhibit 2.1]).
<PAGE>
2. Amendment to Agreement and Plan of Merger, dated as of February
17, 1999, among DRS Technologies, Inc., DRS Merger Sub, Inc. and
NAI Technologies, Inc.
3. Press release dated February 19,1999.
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.
Registrant
Date: March 5, 1999
/s/ RICHARD A. SCHNEIDER
-------------------------
Richard A. Schneider
Executive Vice President,
Finance and Chief Financial Officer
2
February 17,1999
MAI Technologies, Inc.
282 New York Avenue
Huntington, New York 11743
Dear Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of August
26, 1998 (the "Merger Agreement"), among DRS Technologies, Inc., a Delaware
corporation ("DRS"), DRS Merger Sub, Inc., a New York corporation ("Merger
Sub"), and NAI Technologies, Inc. ("NAI"), as amended by the letter agreement,
dated December 22, 1998, and the letter agreement dated January 21, 1999, among
DRS, Merger Sub and NAI. Initially capitalized terms used herein without
definition shall have the meanings assigned to them in the Merger Agreement.
DRS, Merger Sub and NAI wish to extend the date for the consummation of the
Merger from February 17, 1999 to February 22, 1999. Accordingly, DRS, Merger Sub
and NAI each hereby agrees that the Merger Agreement be and hereby is amended as
follows:
1. Section 10.1(b)(i) of the Merger Agreement is hereby amended so that the
reference to "February 17, 1999" appearing in the first sentence of clause
(i) is replaced with "February 22, 1999"; and
2. Section 10.2(c) of the Merger Agreement is hereby amended so that the
reference to "February 17, 1999" appearing in clause (i) of the proviso at
the end of subsection (c) is replaced with "February 22, 1999."
Except as specifically amended hereby, the Merger Agreement shall, in all
respects, remain in full force and effect.
<PAGE>
NAI Technologies, Inc.
February 17, 1999
Page 2
Please sign where noted below to confirm the foregoing agreement.
Very Truly Yours,
DRS TECHNOLOGIES, INC.
By: /s/ NINA L. DUNN
---------------------------------
Name: Nina L. Dunn, Esq.
Title: Executive Vice President and
General Counsel
ACCEPTED AND AGREED:
NAI TECHNOLOGIES, INC. DRS MERGER SUB, INC.
By: /s/ RICHARD A. SCHNEIDER By: /s/ NINA LASERSON DUNN
------------------------- ---------------------------------
Name: Richard A. Schneider Name: Nina Laserson Dunn
Title: Executive Vice President, Title: Vice President & Secretary
Chief Financial Officer,
Secretary & Treasurer
NEWS RELEASE
For information contact:
Patricia M. Williamson
DRS Technologies, Inc.
(973) 898-1500
FOR IMMEDIATE RELEASE
Friday, February 19, 1999
DRS ACQUIRES NAI TECHNOLOGIES
PARSIPPANY, N.J., February 19 -- DRS Technologies, Inc. (ASE; DRS) announced
that it has completed the acquisition of NAI Technologies (Nasdaq: NATL) in a
stock transaction involving approximately 3.7 million shares of DRS common
stock, NAI stockholders received 0.25 of a share of DRS common stock for each
share of NAI common stock held. NAI's 12 percent convertible subordinated
promissory notes and warrants to purchase NAI common stock are convertible into
or exercisable for DRS common stock at the same one quarter-to-one ratio.
NAI Technologies, based in Huntington, New York, is a diversified, international
electronics company and a leading provider of rugged computers, peripherals and
integrated systems primarily for military and special government applications.
The company has other office locations in Columbia, Maryland; Longmont,
Colorado; Farnham, England; and Fyshwick, Australian Capital Territory,
Australia and employs approximately 200 people. NAI reported revenues of
approximately $52 million for the fiscal year ended December 31, 1997 and $35
million for the nine-month period ended September 30, 1998.
Commenting on the transaction, Mark S. Newman, chairman, president and chief
executive officer, said: "As a diversified, international electronics company,
NAI's business strongly complements the defense electronics products and systems
integration technologies of our Electronics Systems Group. This acquisition is
in line with our goal to expand DRS's market share in ruggedized computers and
peripheral equipment for military applications and enhance our competitive
position within the U.S. Army, government intelligence and international defense
communities, We consider NAI a strategic fit for DRS's plans for growth to
become a mid-tier defense technology leader. This acquisition is expected to be
accretive next fiscal year."
DRS Technology provides leading edge products and services to government and
commercial markets worldwide. Focused on defense electronics, the company
develops and manufactures a broad range of mission critical products, from
rugged
<PAGE>
computers and peripherals to systems and components in the areas of
communications, data storage, digital imaging, electro-optics, flight safety and
space. The company offers a full complement of technical support and advanced
manufacturing services.
Additional information is available on the company's web site at www.drs.com.
