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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 28, 2000
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(Date of earliest event reported)
EDO Corporation
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(Exact name of registrant as specified in its charter)
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New York 1-3985 11-0707740
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
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60 East 42nd Street, Suite 5010, New York, New York 10165
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 716-2000
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Item 2. Acquisition or Disposition of Assets.
On April 28, 2000, pursuant to an Amended and Restated Agreement and
Plan of Merger dated as of January 2, 2000 (the "Merger Agreement") among EDO
Corporation, a New York corporation ("EDO"), EDO Acquisition III Corporation, a
Delaware corporation and a wholly owned subsidiary of EDO ("Merger Sub"), and
AIL Technologies Inc., a Delaware corporation ("AIL"), AIL merged with and into
Merger Sub, causing AIL to become a wholly owned subsidiary of EDO (the
"Merger"). In connection with the Merger, each outstanding share of AIL common
stock (other than shares owned by EDO or held in AIL's treasury, which were
canceled and retired without any conversion therefor) was converted into the
right to receive 1.3296 EDO common shares and cash in lieu of any fractional EDO
common shares.
The terms of the Merger were described in the Joint Proxy
Statement/Prospectus of EDO dated March 23, 2000, which was included in EDO's
Registration Statement (the "Registration Statement") on Form S-4 (No.
333-33080). Also, a copy of the Merger Agreement was included as Exhibit 2.1 to
the Registration Statement and is incorporated herein by reference.
Immediately prior to the Merger, EDO purchased 754,598 shares of AIL
common stock and 5,873 shares of AIL preferred stock from Defense Systems
Holding Co. for an aggregate purchase price in the amount of $11,438,160 and
225,000 shares of AIL common stock directly from some members of AIL's senior
management for an aggregate purchase price in the amount of $ 1,869,750. The
terms of the Management Stock Purchase Agreement and the Amended and Restated
Stock Purchase Agreement were described in the Registration Statement on. Also,
a copy of the Management Stock Purchase Agreement and of the Amended and
Restated Stock Purchase Agreement were included as Exhibit 2(b) and Exhibit
2(c), respectively, to the EDO Annual Report on Form 10-K for the Year Ended
December 31, 1999 and are incorporated herein by reference.
Copies of joint press releases announcing the results of the shareholder
votes and the completion of the merger are filed as exhibits hereto and are
incorporated herein by reference.
EDO manufactures and designs advanced electronic and mechanical systems
and engineered materials for domestic and international defense and industrial
markets products.
AIL manufactures and integrates high-technology electronic space,
antenna and environmental products for defense and commercial applications in
domestic and
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international markets.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of AIL required pursuant to Rule 3-05 of Regulation S-X
were previously reported in the Registration Statement and are incorporated
herein by reference. Also, the consent of Ernst & Young LLP was previously given
in the Registration Statement and is incorporated herein by reference.
(b) The unaudited pro forma combined balance sheet as of December 31, 1999 and
the unaudited pro forma combined statements of earnings for the year ended
December 31, 1999 were previously reported in the Registration Statement and are
incorporated herein by reference.
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
January 2, 2000, among EDO Corporation, EDO Acquisition III
Corporation and AIL Technologies Inc. (incorporated by reference to
Exhibit 2.1 of EDO's Registration Statement on Form S-4 (No.
333-33080) filed on March 22, 2000).
2.2 Management Stock Purchase Agreement, dated as of January 2, 2000,
among EDO Corporation and certain members of the management of AIL
Technologies Inc. (incorporated by reference to Exhibit 2(b) of the
EDO Annual Report on Form 10-K for the Year Ended December 31, 1999,
filed on March 1, 2000).
2.3 Amended and Restated Stock Purchase Agreement, dated as of January
2, 2000, among EDO Corporation and Defense Systems Holding Co.
(incorporated by reference to Exhibit 2(c) of the EDO Annual Report
on Form 10-K for the Year Ended December 31, 1999, filed on March 1,
2000).
23.2 Consent of Ernst & Young LLP, Independent Auditors (incorporated by
reference to Exhibit 23.2 of EDO's Registration Statement on Form
S-4 (No. 333-33080) filed on March 22, 2000).
99.1 Joint Press Release, dated April 27, 2000.
99.2 Joint Press Release, dated April 28, 2000.
99.3 Joint Press Release, dated May 1, 2000.
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SIGNATURE
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.
EDO CORPORATION
(Registrant)
/s/ Darrell L. Reed
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Darrell L. Reed
Vice President & Chief Financial Officer
Date: May 12, 2000
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of
January 2, 2000, among EDO Corporation, EDO Acquisition III
Corporation and AIL Technologies Inc. (incorporated by reference to
Exhibit 2.1 of EDO's Registration Statement on Form S-4 (No.
333-33080) filed on March 22, 2000).
2.2 Management Stock Purchase Agreement, dated as of January 2, 2000,
among EDO Corporation and certain members of the management of AIL
Technologies Inc. (incorporated by reference to Exhibit 2 (b) of the
EDO Annual Report on Form 10-K for the Year Ended December 31, 1999,
filed on March 1, 2000).
2.3 Amended and Restated Stock Purchase Agreement, dated as of January
2, 2000, among EDO Corporation and Defense Systems Holding Co.
(incorporated by reference to Exhibit 2 (c) of the EDO Annual Report
on Form 10-K for the Year Ended December 31, 1999, filed on March
1, 2000).
23.2 Consent of Ernst & Young LLP, Independent Auditors (incorporated by
reference to Exhibit 23.2 of EDO's Registration Statement on Form
S-4 (No. 333-33080) filed on March 22, 2000).
99.1 Joint Press Release, dated April 27, 2000.
99.2 Joint Press Release, dated April 28, 2000.
99.3 Joint Press Release, dated May 1, 2000.
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EXHIBIT 99.1
SHAREHOLDERS OF AIL TECHNOLOGIES INC. OVERWHELMINGLY APPROVE MERGER WITH EDO
CORP.
DEER PARK, N.Y.-(BUSINESS WIRE)-- April 27, 2000--EDO Corp. (NYSE: EDO - news)
and AIL Technologies Inc. today announced that shareholders of AIL
overwhelmingly approved AIL's proposed merger with EDO, casting 88 percent of
the outstanding shares of AIL common stock in favor of the combination.
At a shareholders' meeting to be held tomorrow at 11 a.m., EDO shareholders will
consider and vote, among other things, on the approval of the issuance of
6,553,229 EDO common shares in the merger.
If EDO shareholders approve the issuance of the EDO common shares in the merger,
as well as certain other proposals relating to the merger, the companies expect
to complete the merger by no later than Monday, May 1, 2000.
About AIL Technologies
AIL Technologies (www.ail.com) manufactures and integrates high-technology
electronic space, antenna and environmental products for defense and commercial
applications in domestic and international markets. AIL Technologies has
approximately 1,000 employees and operates manufacturing facilities in Deer Park
and Westlake and Lancaster, Calif.
About EDO Corp.
With headquarters in New York City, EDO Corp. (www.edocorp.com) designs and
manufactures advanced electronic and mechanical systems and engineered materials
for domestic and international defense and industrial markets. EDO employs
approximately 650 people at facilities in North Amityville, N.Y.; Chesapeake and
Falls Church, Va.; Huntingdon, Pa.; Salt Lake City; and Baton Rouge, La.
The statements contained in this release that are not historical facts may be
deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, demand and competition for the company's products, and other risks
or uncertainties detailed in the company's Securities and Exchange Commission
filings.
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Contact:
EDO Corp., New York
Frank A. Fariello, 212/716-2000
www.edocorp.com
or
AIL Technologies Inc., Deer Park
James M. Smith, 631/595-5083
www.ail.com
or
Neil G. Berkman Associates, Los Angeles
Neil Berkman or Melanie Beeler, 310/277-5162
[email protected]
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EXHIBIT 99.2
SHAREHOLDERS OF EDO CORP. APPROVE PROPOSALS IN CONNECTION WITH MERGER WITH AIL
TECHNOLOGIES INC.
NEW YORK--(BUSINESS WIRE)--April 28, 2000--EDO Corp. (NYSE:EDO - news) and AIL
Technologies Inc. today announced that shareholders of EDO approved proposals
for the merger of the two companies.
The merger, which will create an integrated defense and aerospace technology
company with current annualized revenue of approximately $240.0 million, is
expected to be completed no later than Monday, May 1, 2000.
EDO and AIL announced their intention to merge on Jan. 3, 2000.
EDO shareholders approved, among other things, the issuance of 6,553,229 EDO
common shares in the merger. AIL shareholders gave their approval to the merger
yesterday, casting 88 percent of their shares in favor of the combination.
Upon completion of the merger, each outstanding share of AIL common stock (other
than those owned by EDO or held in AIL's treasury) will be converted into the
right to receive 1.33 EDO common shares and cash in lieu of any fractional EDO
common shares.
EDO and AIL will have a combined market capitalization of approximately $83
million and combined shareholders' equity of approximately $65 million. The
transaction will be accounted for as a purchase and is structured to be tax-free
to AIL shareholders to the extent that EDO common shares are delivered in the
transaction. EDO common shares will continue to be listed on the New York Stock
Exchange.
About AIL Technologies
AIL Technologies (www.ail.com) manufactures and integrates high-technology
electronic space, antenna and environmental products for defense and commercial
applications in domestic and international markets. AIL Technologies has
approximately 1,000 employees and operates manufacturing facilities in Deer
Park, N.Y., and Westlake and Lancaster, Calif.
About EDO
With headquarters in New York City, EDO (www.edocorp.com) designs and
manufactures advanced electronic and mechanical systems and engineered materials
for domestic and international defense and industrial markets. EDO employs
approximately
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650 people at facilities in North Amityville, N.Y.; Chesapeake and Falls Church,
Va.; Huntingdon, Pa.; Salt Lake City; and Baton Rouge, La.
The statements contained in this release that are not historical facts may be
deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, demand and competition for the company's products, and other risks
or uncertainties detailed in the company's Securities and Exchange Commission
filings.
Contact:
EDO Corp., New York
Frank A. Fariello, 212/716-2000
www.edocorp.com
or
AIL Technologies Inc., Deer Park
James M. Smith, 631/595-5083
www.ail.com
or
Neil G. Berkman Associates, Los Angeles
Neil Berkman or Melanie Beeler, 310/277-5162
[email protected]
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EXHIBIT 99.3
EDO CORP. COMPLETES MERGER WITH AIL TECHNOLOGIES INC.
JAMES M. SMITH NAMED CEO
DARRELL REED NAMED CFO
NEIL A. ARMSTRONG AND RONALD L. LEACH JOIN BOARD OF DIRECTORS
NEW YORK--(BUSINESS WIRE)--May 1, 2000--EDO Corp. (NYSE: EDO - news) and AIL
Technologies Inc. today announced the completion of the merger between AIL and
EDO's wholly owned subsidiary, EDO Acquisition III Corp.
The merger creates an integrated defense and aerospace technology company with
current annualized revenue of approximately $240.0 million.
EDO also announced that James M. Smith, president and chief executive officer of
AIL and a director of EDO, has been named president and chief executive officer
of EDO, and that Darrell Reed, chief financial officer of AIL, has been
appointed chief financial officer of EDO. In addition, the company announced
that Neil A. Armstrong and Ronald L. Leach, directors of AIL, have been
appointed to the EDO board of directors.
Frank A. Fariello, formerly chairman and chief executive officer of EDO, will
continue as chairman during the period of integration of the two companies. "I
am pleased to announce that Neil Armstrong has expressed his willingness to
become chairman of EDO upon my retirement, subject to approval by the board of
directors," Fariello said.
Fariello added: "This merger more than doubles EDO's revenue, providing the
scale of operations we need to compete effectively in today's environment, and
gives us a solid foundation for the future with funded backlog of approximately
$264.9 million at the end of 1999. We are excited by the many opportunities
created by the merger to build value for our employees, our customers and our
shareholders."
Smith said: "Both EDO and AIL supply high-technology, mission- critical products
to strong niche markets and common, loyal customers. We also share a dedication
to the aggressive pursuit of customer satisfaction. The merger enhances EDO's
leadership in a variety of mission-critical defense and aerospace technologies.
"Combining EDO's strengths in marine command and control and undersea sonar
systems, airborne mine countermeasures, aircraft stores suspension and release
equipment and related technologies with AIL's strengths in the design and
manufacture of RF sensors and
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systems for defense and aerospace applications, positions EDO to address a
broader range of markets and customers and to participate in larger programs
than ever before.
"Our expanded product line and enhanced technical capabilities will create new
opportunities for cross marketing that should improve the productivity of our
sales force. Our manufacturing technologies also are similar, which we believe
will allow us to increase the efficiency of our manufacturing, quality control
and administrative functions. With our experienced management team, we are
prepared to move quickly to take full advantage of these growth opportunities in
our core defense and aerospace markets."
Pursuant to the merger, each outstanding share of AIL common stock (other than
those owned by EDO or held in AIL's treasury) was converted into the right to
receive 1.33 EDO common shares and cash in lieu of any fractional EDO common
shares. EDO issued 6,553,229 common shares in the merger, raising the total
number of EDO common shares outstanding to approximately 13.3 million.
About AIL Technologies
AIL Technologies (www.ail.com) manufactures and integrates high-technology
electronic space, antenna and environmental products for defense and commercial
applications in domestic and international markets. AIL Technologies has
approximately 1,000 employees and operates manufacturing facilities in Deer
Park, N.Y., and Westlake and Lancaster, Calif.
About EDO Corp.
With headquarters in New York City, EDO Corp. (www.edocorp.com) designs and
manufactures advanced electronic and mechanical systems and engineered materials
for domestic and international defense and industrial markets. EDO employs
approximately 650 people at facilities in North Amityville, N.Y.; Chesapeake and
Falls Church, Va.; Huntingdon, Pa.; Salt Lake City; and Baton Rouge, La.
The statements contained in this release that are not historical facts may be
deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, demand and competition for the company's products, and other risks
or uncertainties detailed in the company's Securities and Exchange Commission
filings.
Contact:
EDO Corp., New York
Frank A. Fariello, 212/716-2000
www.edocorp.com
or
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AIL Technologies Inc., Deer Park
James M. Smith, 631/595-5083
www.ail.com
or
Neil G. Berkman Associates, Los Angeles
Neil Berkman or Melanie Beeler, 310/277-5162
[email protected]
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