As filed with the Securities and Exchange Commission on February 22, 1999
Registration No. 333-69751
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
DRS TECHNOLOGIES, INC.
-----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
----------
DELAWARE 132632319
- ------------------------------------------------ -------------------
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
----------
5 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(973) 898-1500
(Address, Including Zip Code, of Registrant's Principal Executive Offices)
----------
NAI TECHNOLOGIES, INC. 1991 STOCK OPTION PLAN
NAI TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN FOR DIRECTORS
NAI TECHNOLOGIES, INC. 1996 STOCK OPTION PLAN
(Full Title of Plans)
----------
NINA LASERSON DUNN, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DRS TECHNOLOGIES, INC.
5 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(973) 898-1500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
----------
Copies of all Communications to:
VIJAY S. TATA, ESQ. DAVID F. KROENLEIN, ESQ.
ARNOLD & PORTER WHITMAN BREED ABBOTT & MORGAN LLP
399 PARK AVENUE 200 PARK AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10166
(212) 715-1000 (212) 351-3000
================================================================================
<PAGE>
EXPLANATORY NOTE
DRS Technologies, Inc. ("DRS") hereby amends its Registration Statement on
Form S-4 (Registration No. 333-69751), effective as of January 25, 1999 (the
"Registration Statement"), by filing this post-effective amendment on Form S-8
(this "Post-Effective Amendment No. 1") relating to 179,980 shares of common
stock, par value $0.01 per share, of DRS (the "DRS Common Stock") issuable upon
exercise of outstanding stock options (the "Options") granted under NAI
Technologies, Inc. ("NAI") 1991 Stock Option Plan, 1993 Stock Option Plan for
Directors and 1996 Stock Option Plan.
The shares of DRS Common Stock issuable upon the exercise of the Options
were registered under the Registration Statement.
On February 19, 1999, DRS Merger Sub, Inc., a New York corporation and
wholly-owned subsidiary of DRS, merged with and into NAI (the "Merger"). As a
result of the Merger:
(i) NAI became a wholly-owned subsidiary of DRS;
(ii) Each then outstanding share of common stock, par value $0.10 per
share, of NAI (the "NAI Common Stock") was converted into the
right to receive 0.25 of a share of DRS Common Stock; and
(iii) Each then outstanding 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 shares of DRS Common Stock
equal to the product (rounded down to the nearest whole number)
of 0.25 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by DRS with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:
(a) DRS' Annual Report on Form 10-K for the year ended March 31,
1998.
(b) DRS' Quarterly Reports on Form 10-Q for the quarters ended June
30, 1998, September 30, 1998 and December 31, 1998.
(c) DRS' Current Report on Form 8-K dated as of November 4, 1998, as
amended by the Current Report on Form 8-K/A filed on January 4,
1999, and the Current Report on Form 8-K/A filed on January 6,
1999.
(d) The description of DRS Common Stock contained in a registration
statement on Form 8-A filed by DRS on July 13, 1983, and any
amendments or reports filed for the purpose of updating such
description.
All documents filed by DRS after the date of this Post-Effective Amendment
No. 1 pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all DRS Common
Stock offered hereby has been sold or which deregisters such DRS Common Stock
then remaining unsold, shall be deemed to be incorporated in this Post-Effective
Amendment No. 1 by reference and shall be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference in this Post-Effective Amendment No. 1 shall be
deemed to be modified or superseded for purposes of this Post-Effective
Amendment No. 1 to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this Post-Effective Amendment No. 1 modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Post-Effective
Amendment No. 1.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-2
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and consolidated financial statement
schedule of DRS as of March 31, 1998 and 1997, and for each of the years in the
three-year period ended March 31, 1998, have been incorporated by reference in
the Registration Statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. To the extent that
KPMG LLP audits and reports on financial statements of DRS issued in the future,
and consents to the use of its report thereon, such financial statements will be
incorporated by reference in the Registration Statement in reliance upon such
reports given upon said authority as experts in accounting and auditing.
The consolidated financial statements and schedule of NAI as of December
31, 1997 and 1996, and for each of the years in the three-year period ended
December 31, 1997, have been included in the Registration Statement in reliance
upon the report of KPMG LLP, independent certified public accountants, appearing
in the Registration Statement, and upon the authority of said firm as experts in
accounting and auditing.
The report dated October 8, 1998, by PricewaterhouseCoopers LLP
incorporated by reference in the Report on Form 8-K of DRS dated January 4,
1999, as amended, has been incorporated by reference in the Registration
Statement in reliance upon the reports of PricewaterhouseCoopers LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
Nina Laserson Dunn, Esq., Executive Vice President, General Counsel and
Secretary of DRS, has delivered a legal opinion to the effect that the issuance
and sale of DRS Common Stock offered hereby was duly authorized by DRS and that
such DRS Common Stock will be validly issued, fully paid and nonassessable when
issued. As of February 22, 1999, Ms. Dunn beneficially owned shares of DRS
Common Stock and options to purchase additional shares of DRS Common Stock,
which in the aggregate constitute less than 0.5% of the DRS Common Stock
outstanding.
II-3
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of DRS' Amended and
Restated Certificate of Incorporation, as amended (the "Amended and Restated
Certificate of Incorporation"), DRS' Amended and Restated Bylaws (the "Bylaws")
and the General Corporation Law of the State of Delaware, as such provisions
relate to the indemnification of the directors and officers of DRS. This
description is intended only as a summary and is qualified in its entirety by
reference to the Amended and Restated Certificate of Incorporation, the Bylaws,
and the General Corporation Law of the State of Delaware.
The Registrant's Amended and Restated Certificate of Incorporation
provides that DRS shall, to the full extent permitted by Sections 102 and 145 of
the General Corporation Law of the State of Delaware, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto and
eliminates the personal liability of its directors to the full extent permitted
by Section 102(b)(7) of the General Corporation Law of the State of Delaware, as
amended from time to time.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify its directors and officers against expenses
(including attorney's fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties, if such directors or officers acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In a
derivative action, i.e., one by or in the right of the corporation,
indemnification may be made only for expenses actually and reasonably incurred
by directors and officers in connection with the defense or settlement of an
action or suit, and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if such person shall have been adjudged liable for negligence or
misconduct in the performance of his respective duties to the corporation,
although the court in which the action or suit was brought may determine upon
application that the defendant officers or directors are reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a corporation may eliminate or limit the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or limit
the ability of a director for any act or omission occurring prior to the date
when such provision becomes effective.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index on page II-8 of this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4
have been previously filed, are filed herewith or are incorporated herein by
reference to other filings.
II-4
<PAGE>
ITEM 9. UNDERTAKINGS.
DRS hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that the undertakings set forth in paragraphs 1(a)
and 1(b) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by DRS pursuant to Section 13 or
15(d) of the Exchange Act, which are incorporated by reference in
this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the Securities
Act, each filing of DRS' annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference
in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of DRS pursuant to the foregoing provisions, or
otherwise, DRS has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by DRS of expenses incurred or paid by a director, officer or
controlling person of DRS in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, DRS will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, DRS certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1
on Form S-8 to Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Parsippany, State of
New Jersey, on February 22, 1999.
Date: DRS TECHNOLOGIES, INC.
February 22, 1999 By: /s/ Nina Laserson Dunn
------------------------
Nina Laserson Dunn
Executive Vice President,
General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of DRS
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Mark S. Newman* Chairman of the Board February 22, 1999
- ------------------------ of Directors, President and
Mark S. Newman Chief Executive Officer
Nancy R. Pitek* Vice President, Finance and February 22, 1999
- ------------------------ Treasurer
Nancy R. Pitek
Stuart F. Platt* Director February 22, 1999
- ------------------------
Stuart F. Platt
Ira Albom* Director February 22, 1999
- ------------------------
Ira Albom
Steven S. Honigman* Director February 22, 1999
- ------------------------
Steven S. Honigman
Donald C. Fraser* Director February 22, 1999
- ------------------------
Donald C. Fraser
William F. Heitmann* Director February 22, 1999
- ------------------------
William F. Heitmann
II-6
<PAGE>
Mark N. Kaplan* Director February 22, 1999
- ------------------------
Mark N. Kaplan
Eric J. Rosen* Director February 22, 1999
- ------------------------
Eric J. Rosen
*By: /s/ Nina Laserson Dunn Attorney-in-fact February 22, 1999
-----------------------
Nina Laserson Dunn
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of DRS (previously filed as Exhibit 4.1 to the Registration
Statement on Form S-4).
4.2 Amended and Restated Certificate of Incorporation of DRS, as filed April
1, 1996 (incorporated by reference to Exhibit 3.4 to DRS' Registration
Statement No. 33-64641, Post-Effective Amendment No. 1).
4.3 Amended and Restated By-Laws of DRS, as of April 1, 1996 (incorporated by
reference to Exhibit 3.8 to DRS' Registration Statement No. 33-64641,
Post-Effective Amendment No. 1).
4.4 1991 Stock Option Plan of NAI.
4.5 1993 Stock Option Plan for Directors of NAI.
4.6 1996 Stock Option Plan of NAI.
5.1 Opinion of Nina Laserson Dunn, Esq. as to the legality of the securities
being registered pursuant to this Registration Statement (previously filed
as Exhibit 5.1 to the Registration Statement on Form S-4).
23.1 Consent of KPMG LLP, DRS' accountants.
23.2 Consent of KPMG LLP, NAI's accountants.
23.3 Consent of Nina Laserson Dunn, Esq. (included in the opinion previously
filed as Exhibit 5.1 hereto).
23.4 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney of the directors and certain officers of DRS (previously
filed as Exhibit 24.1 to the Registration Statement on Form S-4).
II-8
EXHIBIT 4.4
NORTH ATLANTIC INDUSTRIES, INC.
1991 STOCK OPTION PLAN
1. PURPOSE. The purpose of the North Atlantic industries, Inc. 1991
Stock Option Plan (the "Plan") is to advance the interests of North Atlantic
Industries, Inc. ("North Atlantic") and its subsidiaries and affiliates (all
such companies being hereinafter referred to collectively as the "Company") by
providing, through the grant of options to purchase shares of North Atlantic
common stock, a larger personal and financial interest in the success of the
Company to key management employees and directors upon whose judgment, interest
and special efforts the Company is largely dependent for the successful conduct
of its operations. It is believed that the acquisition of such interests will
stimulate the efforts of such key management employees, and directors on behalf
of the Company and strengthen their desire to remain in the employ of the
Company.
As used herein, the term "subsidiary" shall mean any corporation of
which North Atlantic or another subsidiary owns stock possessing 50% or more of
the total combined voting power of all classes of stock, and the term
"affiliate" shall mean any entity in which North Atlantic has a significant
equity interest or management control, as determined by the Board of Directors.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee"), no member of which shall be eligible for options under the Plan,
consisting of three members of the Board of Directors of North Atlantic (the
"Board"). The Committee shall be appointed, and vacancies shall be filled, by
the Board. The Committee shall have full power and authority to (i) select the
key management employees and directors of the Company to whom options may be
granted under the Plan; (ii) determine the number of shares subject to each
option and the terms and conditions, not inconsistent with the provisions of the
Plan, governing such option; (iii) interpret the Plan and any option granted
thereunder; (iv) establish such rules and regulations as it deems appropriate
for the administration of the Plan; and (v) take such other action as it deems
necessary or desirable for the administration of the Plan. The Committee's
interpretation and construction of any provision of the Plan or the terms of any
option shall be conclusive and binding on all parties.
3. PARTICIPANTS. Only directors and those key management employees of
the Company who carry important responsibilities in the management, growth, and
protection of the business of the Company and who are selected by the Committee
shall be eligible to be granted options under the Plan.
Nothing contained in the Plan, or in any option granted pursuant to the
Plan, shall confer upon any employee or director any right to the continuation
of his employment or directorship.
4. EFFECTIVENESS AND TERMINATION OF THE PLAN. The Plan shall become
effective on the date of its adoption by the Board, subject to the ratification
of the Plan at the 1991 Annual Meeting of Shareholders by the holders of a
majority of the issued and outstanding shares of Common Stock (as defined in
Section 5). The Plan shall terminate on March 10, 2001, or such earlier date as
the Board may determine. Any option outstanding under the Plan at the time of
its termination shall remain in effect in accordance with its terms and
conditions and those of the Plan.
5. THE SHARES. Options may be granted from time to time under the Plan
for the purchase, in the aggregate, of not more than 200,000 shares of common
stock, $.10 par value of the Company ("Common Stock") (subject to adjustment
pursuant to section 14). Such shares of Common Stock may be set aside out of the
authorized but unissued shares of Common Stock not reserved for any other
purpose or out of previously issued shares acquired by the Company and held in
its treasury. Any shares of
<PAGE>
Common Stock which, by reason of the termination or expiration of an option or
otherwise, are no longer subject to purchase pursuant to an option granted under
the Plan, may again be subjected to an option under the Plan.
6. STATUS OF OPTIONS. Options granted under the Plan are nonstatutory
options not intended to qualify as incentive stock options under Section 422 of
the Internal Revenue Code.
7. OPTION PRICE. The price at which shares of Common Stock may be
purchased upon the exercise of an option granted under the Plan shall be
determined by the Committee and set forth in the option agreement evidencing
such option; provided, however, that such price shall not be less than 50% of
the fair market value of such shares on the date of grant of such option.
8. TERM AND EXERCISABILITY OF OPTIONS. Options may be granted for terms
of not more than ten years and shall be exercisable in accordance with such
terms and conditions as are set forth in the option agreements evidencing the
grant of such options.
Except as otherwise determined by the Committee pursuant to section 9,
no option granted under the Plan shall be exercisable by a participant during
the first year after the date of grant of such option. In no event shall an
option be exercised or shares be issued pursuant to an option if any requisite
approval or consent of any governmental authority having jurisdiction over the
exercise of options or the issue and sale of the Common Stock shall not have
been secured.
9. TERMINATION OF EMPLOYMENT. Except as otherwise provided in this
Section 9, no person may exercise an option more than 30 days (or such longer
period as the Committee may establish) after the first date on which he is
neither an employee nor a director of the Company. If a participant ceases to be
an employee or director of the Company by reason of death, disability, or an
employee's retirement at or after his normal retirement date under the Company's
pension plan in which he is a participant, he or his estate may exercise any
options held by him within 12 months after the later of the date he ceases to be
an employee or the date he ceases to be a director of the Company.
Except as otherwise determined by the Committee, options may be
exercised following the termination of a participant's employment or
directorship with respect only to such number of shares of Common Stock as to
which the right of exercise had accrued on or before the last day on which he
was either an employee or a director of the Company. In no event may an option
be exercised after the expiration of the term of such option.
10. PAYMENT. Full payment of the purchase price for shares of Common
Stock purchased upon the exercise, in whole or in part, of an option granted
under the Plan shall be made at the time of such exercise. The purchase price
may be paid in cash or in shares of Common Stock valued at the fair market value
thereof on the date of purchase, or in a combination thereof, or in such other
manner as may be approved by the Committee.
No shares of Common Stock shall be issued or transferred to a
participant until full payment therefor has been made, and a participant shall
have none of the rights of a stockholder until shares are issued or transferred
to him.
11. NONTRANSFERABILITY. Options granted under the Plan shall not be
transferable other than by will or by the laws of descent and distribution, and,
during a participant's lifetime, shall be exercisable only by him.
<PAGE>
12. SURRENDER OF OPTIONS. The Committee may require the surrender of
outstanding options as a condition to the granting of new options.
13. ISSUANCE OF SHARES. If a participant so requests, shares purchased
upon the exercise of an option may be issued or transferred in the name of the
participant and another person jointly with the right of survivorship.
14. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of any change in the
outstanding Common Stock by reason of any stock dividend, stock split,
combination of shares, recapitalization, or other similar change in the capital
stock of North Atlantic, or in the event of the merger or consolidation of North
Atlantic into or with any other corporation or the reorganization of North
Atlantic, the number of shares covered by each outstanding option granted under
the Plan, the price per share thereof, and the total number of shares for which
options may be granted under the Plan shall be adjusted by the Board in such
manner as it determines to be appropriate and equitable.
15. AMENDMENT. The Board may amend the Plan in any respect from time to
time; provided, however, that, except as provided in Section 14, without the
approval of the holders of a majority of the shares of Common Stock present and
entitled to vote at a meeting held within twelve months before or after the date
of such amendment, the number of shares of Common Stock for which options may be
granted and sold under the Plan may not be increased, the class of eligible
persons to whom options may be granted may not be modified, and the purchase
price at which shares may be offered pursuant to options granted under the Plan
may not be reduced. No amendment may, without the consent of a participant,
impair his rights under any option previously granted under the Plan.
The Board shall have the power, in the event of any disposition of
substantially all of the assets of the Company, its dissolution, any merger or
consolidation of the Company with or into any other corporation, or the merger
or consolidation of any other corporation into the Company, to amend all
outstanding options to permit their exercise prior to the effectiveness of any
such transaction and to terminate such options as of such effectiveness. If the
Board shall exercise such power, all options then outstanding shall be deemed to
have been amended to permit the exercise thereof in whole or in part by the
holder at any time or from time to time as determined by the Board prior to the
effectiveness of such transaction and such options shall be deemed to terminate
upon such effectiveness.
16. LEGAL AND REGULATORY REQUIREMENTS. No option shall be exercisable
and no shares will be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations including, without limitation,
compliance with withholding tax requirements and with the rules of all domestic
stock exchanges on which the Common Stock may be listed. Any share certificate
issued to evidence shares for which an option is exercised may bear such legends
and statements as the Committee shall deem advisable to assure compliance with
federal and state laws and regulations. No option shall be exercisable, and no
shares will be delivered under the Plan, until the Company has obtained consent
or approval from regulatory bodies, federal or state, having jurisdiction over
such matters as the Committee may deem advisable.
In the case of the exercise of an option by a person or estate acquiring
the right to exercise the option by bequest or inheritance, the Committee may
require reasonable evidence as to the ownership of the option and may require
consents and releases of taxing authorities that it may deem advisable.
EXHIBIT 4.5
NAI TECHNOLOGIES, INC.
1993 STOCK OPTION PLAN FOR DIRECTORS
(AS AMENDED)
1. PURPOSE. The purpose of the NAI TECHNOLOGIES, INC. 1993 Stock Option
Plan for Directors (the "Plan") is to advance the interests of NAI TECHNOLOGIES,
INC. (the "Company") by providing non-employee directors of the Company, through
the grant of options to purchase shares of common stock of the Company, with a
larger personal and financial interest in the Company's success.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee") consisting of three members of the Board of Directors of the
Company (the "Board"). The Committee shall be appointed, and vacancies shall be
filled, by the Board. The Committee shall have full power and authority to (i)
determine the terms and conditions, not inconsistent with the provisions of the
Plan, governing each option granted under the Plan; (ii) interpret the Plan and
any option granted thereunder; (iii) establish such rules and regulations as it
deems appropriate for the administration of the Plan; and (iv) take such other
action as it deems necessary or desirable for the administration of the Plan.
The Committee's interpretation and construction of any provision of the Plan or
the terms of any option shall be conclusive and binding on all parties.
3. PARTICIPANTS. Only directors who are not full-time employees of the
Company or an affiliate of the Company shall be eligible to be granted options
under the Plan.
Nothing contained in the Plan, or in any option granted pursuant to the
Plan, shall confer upon any director any right to the continuation of his
directorship or limit in any way the right of the Company to terminate his
directorship at any time.
4. EFFECTIVENESS AND TERMINATION OF PLAN. The Plan shall become
effective on the date of its adoption by the Board, subject to the ratification
of the Plan at the 1993 Annual Meeting of Shareholders by the holders of a
majority of the issued and outstanding shares of Common Stock (as defined in
Section 5). The Plan shall terminate on February 11, 2003, or such earlier date
as the Board may determine. Any option outstanding under the Plan at the time of
its termination shall remain in effect in accordance with its terms and
conditions and those of the Plan.
5. THE SHARES. Options may be granted from time to time under the Plan
for the purchase, in the aggregate, of not more than 156,000 (AS ADJUSTED)
shares of common stock, $.10 par value, of the Company ("Common Stock") (subject
to adjustment pursuant to Section 14). Such shares of Common Stock may be set
aside out of the authorized but unissued shares of Common Stock not reserved for
any other purpose or out of previously issued shares acquired by the Company and
held in its treasury. Any shares of Common Stock which, by reason of the
termination or expiration of an option or otherwise, are no longer subject to
purchase pursuant to an option granted under the Plan may again be subjected to
an option under the Plan.
6. OPTION GRANTS. Commencing with the election of directors at the
Company's 1996 Annual Meeting of Shareholders, each non-employee director
elected or reelected as a director of the Company shall receive on the date of
each such election or reelection a grant of an option to purchase 5,000 shares
of Common Stock (subject to adjustment pursuant to Section 14).
<PAGE>
1. OPTION PRICE. The price at which shares of Common Stock may be
purchased upon the exercise of an option granted under the Plan shall be the
fair market value of such shares on the date of grant of such option.
2. TERM AND EXERCISABILITY OF OPTIONS. Options shall be granted for
terms of ten years and shall be exercisable in accordance with such terms and
conditions not inconsistent herewith as are set forth in the option agreements
evidencing the grant of such options.
Options shall become exercisable 1 YEAR after their date of grant and
may not be exercised prior to that date. In no event shall an option be
exercised or shares be issued pursuant to an option if any requisite approval or
consent of any governmental authority having jurisdiction over the exercise of
options or the issue and sale of the Common Stock shall not have been secured.
3. TERMINATION OF DIRECTORSHIP. Except as otherwise provided in this
Section 9, no person may exercise an option more than 30 days after the first
date on which he ceases to be a director of the Company. If a participant ceases
to be a director of the Company by reason of death or disability, he or his
estate may exercise any options held by him within 12 months after the date he
ceases to be a director of the Company.
An option may be exercised following the termination of a participant's
directorship only if the right of exercise had accrued on or before the last day
on which he was a director of the Company. In no event may an option be
exercised after the expiration of the term of such option.
4. PAYMENT. Full payment of the purchase price for shares of Common
Stock purchased upon the exercise, in whole or in part, of an option granted
under the Plan shall be made at the time of such exercise. The purchase price
may be paid in cash or in shares of Common Stock valued at the fair market value
thereof on the date of purchase, or in a combination thereof. ALTERNATIVELY, AN
OPTION MAY BE EXERCISED IN WHOLE OR IN PART BY DELIVERING A PROPERLY EXECUTED
EXERCISE NOTICE TOGETHER WITH IRREVOCABLE INSTRUCTIONS TO A BROKER TO DELIVER
PROMPTLY TO THE COMPANY THE AMOUNT OR SALE OR LOAN PROCEEDS NECESSARY TO PAY THE
PURCHASE PRICE AND APPLICABLE WITHHOLDING TAXES, AND SUCH OTHER DOCUMENTS AS THE
COMMITTEE MAY DETERMINE.
No shares of Common Stock shall be issued or transferred to a
participant until full payment therefor has been made, and a participant shall
have none of the rights of a stockholder until shares are issued or transferred
to him.
5. NONTRANSFERABILITY. Options granted under the Plan shall not be
transferable other than by will or by the laws of descent and distribution, and,
during a participant's lifetime, shall be exercisable only by him.
6. ISSUANCE OF SHARES. If a participant so requests, shares purchased
upon the exercise of an option may be issued or transferred in the name of the
participant and another person jointly with the right of survivorship.
<PAGE>
7. STATUS OF OPTIONS. Options granted under the Plan are nonstatutory
options not qualifying as incentive stock options under Section 422 of the
Internal Revenue Code.
8. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of any change in the
outstanding Common Stock by reason of any stock dividend, stock split,
combination of shares, recapitalization, or other similar change in the capital
stock of the Company, or in the event of the merger or consolidation of the
Company into or with any other corporation or the reorganization of the Company,
there shall be substituted for or added to each Share theretofore appropriated
for the purposes of the Plan or thereafter subject, or which may become subject,
to an option under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock shall be so changed
or for which each such share shall be exchanged or to which each such share
shall be entitled, as the case may be. Outstanding options shall be
appropriately amended as to price and other terms in a manner consistent with
the aforementioned adjustment to the Shares subject to the Plan.
9. AMENDMENT. The Board may amend the Plan in any respect from time to
time; provided, however, that no amendment shall become effective unless
approved by affirmative vote of the Company's shareholders if such approval is
necessary or desirable for the continued validity of the Plan or if the failure
to obtain such approval would adversely affect the compliance of the Plan with
Rule 16b-3 or any successor rule under the Securities Exchange Act of 1934 or
any other rule or regulation; and provided, further, that the Plan shall not be
amended more than once in any six-month period. No amendment may, without the
consent of a participant, impair his rights under any option previously granted
under the Plan.
The Board shall have the power, in the event of any disposition of
substantially all of the assets of the Company, its dissolution, any merger or
consolidation of the Company with or into any other corporation, or the merger
or consolidation of any other corporation into the Company, to amend all
outstanding options to permit their exercise prior to the effectiveness of any
such transaction and to terminate such options as of such effectiveness. If the
Board shall exercise such power, all options then outstanding shall be deemed to
have been amended to permit the exercise thereof in whole or in part by the
holder at any time or from time to time as determined by the Board prior to the
effectiveness of such transaction and such options shall be deemed to terminate
upon such effectiveness.
10. LEGAL AND REGULATORY REQUIREMENTS. No option shall be exercisable
and no shares will be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations including, without limitation,
compliance with withholding tax requirements and with the rules of all domestic
stock exchanges on which the Common Stock may be listed. Any share certificate
issued to evidence shares for which an option is exercised may bear such legends
and statements as the Committee shall deem advisable to assure compliance with
federal and state laws and regulations. No option shall be exercisable and no
shares will be delivered under the Plan, until the Company has obtained consent
or approval from regulatory bodies, federal or state, having jurisdiction over
such matters as the Committee may deem advisable.
In the case of the exercise of an option by a person or estate acquiring
the right to exercise the option by bequest or inheritance, the Committee may
require reasonable evidence as
<PAGE>
to the ownership of the option and may require consents and releases of taxing
authorities that it may deem advisable.
EXHIBIT 4.6
NAI TECHNOLOGIES, INC.
1996 STOCK OPTION PLAN
1. PURPOSE. The purpose of the NAI Technologies, Inc. 1996 Stock Option
Plan (the "Plan") is to advance the interests of NAI Technologies, Inc. ("NAI")
and its subsidiaries and affiliates (all such companies being hereinafter
referred to collectively as the "Company") by providing, through the grant of
options to purchase shares of NAI common stock, a larger personal and financial
interest in the success of the Company to key management employees and directors
upon whose judgment, interest and special efforts the Company is largely
dependent for the successful conduct of its operations. It is believed that the
acquisition of such interests will stimulate the efforts of such key management
employees and directors on behalf of the Company and strengthen their desire to
remain in the employ of the Company.
As used herein, the term "subsidiary" shall mean any corporation of
which NAI or another subsidiary owns stock possessing 50% or more of the total
combined voting power of all classes of stock, and the term "affiliate" shall
mean any entity in which NAI has a significant equity interest or management
control as determined by the Board of Directors.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee"), no member of which shall be eligible for options under the Plan,
consisting of three members of the Board of Directors of NAI (the "Board"). The
Committee shall be constituted in such a manner as to satisfy the requirements
of applicable law, the provisions of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or any successor rule. The
Committee shall be appointed, and vacancies shall be filled, by the Board. The
Committee shall have full power and authority to (i) select the key management
employees and directors of the Company to whom options may be granted under the
Plan; (ii) determine the number of shares subject to each option and the terms
and conditions, not inconsistent with the provisions of the Plan, governing such
option; (iii) interpret the Plan and any option granted thereunder; (iv)
establish such rules and regulations as it deems appropriate for the
administration of the Plan; and (v) take such other action as it deems necessary
or desirable for the administration of the Plan. The Committee's interpretation
and construction of any provision of the Plan or the terms of any option shall
be conclusive and binding on all parties.
3. PARTICIPANTS. Only directors and key management employees of the
Company shall be eligible to be granted options under the Plan.
Nothing contained in the Plan, or in any option granted pursuant to the
Plan, shall confer upon any employee or director any right to the continuation
of his employment or directorship.
<PAGE>
4. EFFECTIVENESS AND TERMINATION OF THE PLAN. The Plan is effective as
of March 11, 1996, the date of its adoption by the Board of Directors, and will
terminate on March 11, 2001 or such earlier time as the Board of Directors may
determine. Any option outstanding under the Plan at the time of its termination
shall remain in effect in accordance with its terms and conditions and those of
the Plan.
5. THE SHARES. Options may be granted from time to time under the Plan
for the purchase, in the aggregate, of not more than 400,000 shares of common
stock, $.10 par value of the Company ("Common Stock") (subject to adjustment
pursuant to section 14). Such shares of Common Stock may be set aside out of the
authorized but unissued shares of Common Stock not reserved for any other
purpose or out of previously issued shares acquired by the Company and held in
its treasury. Any shares of Common Stock which, by reason of the termination or
expiration of an option or otherwise, are no longer subject to purchase pursuant
to an option granted under the Plan, may again be subjected to an option under
the Plan.
6. STATUS OF OPTIONS. Options granted under the Plan are nonstatutory
options not intended to qualify as incentive stock options under Section 422 of
the Internal Revenue Code.
7. OPTION PRICE. The price at which shares of Common Stock may be
purchased upon the exercise of an option granted under the Plan shall be the
fair market value of such shares on the date of grant of such option.
8. TERM AND EXERCISABILITY OF OPTIONS. Options may be granted for terms
of not more than ten years and shall be exercisable in accordance with such
terms and conditions as are set forth in the option agreements evidencing the
grant of such options.
Except as otherwise determined by the Committee pursuant to Section 9,
no option granted under the Plan shall be exercisable by a participant during
the first year after the date of grant of such option. In no event shall an
option be exercised or shares be issued pursuant to an option if any requisite
approval or consent of any governmental authority having jurisdiction over the
exercise of options or the issue and sale of the Common Stock shall not have
been secured.
9. TERMINATION OF EMPLOYMENT. Except as otherwise provided in this
Section 9, no person may exercise an option more than 30 days (or such longer
period as the Committee may establish) after the first date on which he is
neither an employee nor a director of the Company. If a participant ceases to be
an employee or director of the Company by reason of death, disability, or an
employee's retirement at or after his normal retirement date under the Company's
pension plan in which he is a participant, he or his estate may exercise any
options held by him within 12 months after the later of the date he ceases to be
an employee or the date he ceases to be a director of the Company.
Except as otherwise determined by the Committee, options may be
exercised following the termination of a participant's employment or
directorship with respect only to such number of shares of Common Stock as to
which the right of exercise had accrued
<PAGE>
on or before the last day on which he was either an employee or a director of
the Company. In no event may an option be exercised after the expiration of the
term of such option.
10. PAYMENT. Full payment of the purchase price for shares of Common
Stock purchased upon the exercise, in whole or in part, of an option granted
under the Plan shall be made at the time of such exercise. The purchase price
may be paid in cash or in shares of Common Stock valued at the fair market value
thereof on the date of purchase, or in a combination thereof. Alternatively, an
option may be exercised in whole or in part by delivering a properly executed
exercise notice together with irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds necessary to pay the
purchase price and applicable withholding taxes, and such other documents as the
Committee may determine.
No shares of Common Stock shall be issued or transferred to a
participant until full payment therefor has been made, and a participant shall
have none of the rights of a stockholder until shares are issued or transferred
to him.
11. NONTRANSFERABILITY. Options granted under the Plan shall not be
transferable other than by will or by the laws of descent and distribution, and,
during a participant's lifetime, shall be exercisable only by him.
12. SURRENDER OF OPTIONS. The Committee may require the surrender of
outstanding options as a condition to the granting of new options.
13. ISSUANCE OF SHARES. If a participant so requests, shares purchased
upon the exercise of an option may be issued or transferred in the name of the
participant and another person jointly with the right of survivorship.
14. CHANGES IN CAPITAL STRUCTURE, ETC. In the event of any change in the
outstanding Common Stock by reason of any stock dividend, stock split,
combination of shares, recapitalization, or other similar change in the capital
stock of NAI, or in the event of the merger or consolidation of NAI into or with
any other corporation or the reorganization of NAI, the number of shares covered
by each outstanding option granted under the Plan, the price per share thereof,
and the total number of shares for which options may be granted under the Plan
shall be adjusted by the Board in such manner as it determines to be appropriate
and equitable.
15. AMENDMENT. The Board may amend the Plan in any respect from time to
time; provided, however, that, no amendment shall become effective unless
approved by affirmative vote of the Company's shareholders if such approval is
necessary for the continued validity of the Plan or if the failure to obtain
such approval would adversely affect the compliance of the Plan with Rule 16b-3
under the Exchange Act or any other rule or regulation. No amendment may,
without the consent of a participant, impair his rights under any option
previously granted under the Plan.
The Board shall have the power, in the event of any disposition of
substantially all of the assets of the Company, its dissolution, any merger or
consolidation of the
<PAGE>
Company with or into any other corporation, or the merger or consolidation of
any other corporation into the Company, to amend all outstanding options to
permit their exercise prior to the effectiveness of any such transaction and to
terminate such options as of such effectiveness. If the Board shall exercise
such power, all options then outstanding shall be deemed to have been amended to
permit the exercise thereof in whole or in part by the holder at any time or
from time to time as determined by the Board prior to the effectiveness of such
transaction and such options shall be deemed to terminate upon such
effectiveness.
16. LEGAL AND REGULATORY REQUIREMENTS. No option shall be exercisable
and no shares will be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations including, without limitation,
compliance with withholding tax requirements and with the rules of all domestic
stock exchanges on which the Common Stock may be listed. Any share certificate
issued to evidence shares for which an option is exercised may bear such legends
and statements as the Committee shall deem advisable to assure compliance with
federal and state laws and regulations. No option shall be exercisable, and no
shares will be delivered under the Plan, until the Company has obtained consent
or approval from regulatory bodies, federal or state, having jurisdiction over
such matters as the Committee may deem advisable.
In the case of the exercise of an option by a person or estate acquiring
the right to exercise the option by bequest or inheritance, the Committee may
require reasonable evidence as to the ownership of the option and may require
consents and releases of taxing authorities that it may deem advisable.
Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
DRS Technologies, Inc.:
We consent to the use of our reports incorporated by reference in the
Registration Statement (No. 333-69751) and to the reference to our firm under
the heading "Interests of Named Experts and Counsel" in the registration
statement.
KMPG LLP
Short Hills, New Jersey
February 18, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
NAI Technologies, Inc.:
We consent to the use in this Post-Effective Amendment No. 1 on Form S-8 to Form
S-4 of DRS Technologies, Inc. of our report on NAI Technologies, Inc. financial
statements and schedule dated February 9, 1998, except for Note 2 which is as of
November 6, 1998, and to the reference to our firm under the heading "Experts"
and "Selected Financial Data" in the Prospectus.
KPMG LLP
Melville, New York
February 17, 1999
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statements of
DRS Technologies, Inc. on Form S-8 (No. 333-69751) of our report dated October
8, 1998, on our audits of the Statement of Assets to be Acquired and Liabilities
to be Assumed as of December 31, 1997 of the EOS Business of Raytheon Company
and the Statement of Direct Revenues and Direct Operating Expenses for the year
ended December 31, 1997, which report is incorporated by reference in the Report
on Form 8-K of DRS Technologies, Inc. dated January 4, 1999, as amended. We also
consent to the references to our firm under the caption "Experts".
PricewaterhouseCoopers LLP
February 18, 1999
