SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: September 20, 2000
ESSEX CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File No. 0-10772
Virginia 54-0846569
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
9150 Guilford Road
Columbia, Maryland 21046-1891
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (301) 939-7000
<PAGE>
ESSEX CORPORATION
Item 1. Changes in Control of Registrant
On September 7, 2000, the Company entered into a Securities Purchase
Agreement with Networking Ventures L.L.C. and GEF Optical Investment Company
L.L.C. ("Investors"). Under the Agreement, the Investors agreed to acquire, in a
private placement direct from the Company, 500,000 shares of newly designated
Series B Preferred Stock for $2 million. The preferred stock is convertible into
2 million shares of common stock within the next 2 years. The preferred stock
has voting rights, subject to certain terms and conditions, equivalent to 51% of
all common shares voting on all stockholder matters during this 2-year period.
The transaction closed on September 12, 2000, at which time the Investors paid
the initial investment amount of $1 million. The remaining $1 million of the
purchase price will be paid in installments over the next 12 months.
In addition, the Investors were issued warrants for an additional 2 million
shares of common stock, which can be acquired at a nominal price. The warrants
become exercisable under certain terms and conditions, such as the market price
of the stock exceeding $10 per share for 5 consecutive trading days, or the
occurrence of an additional private placement of $10 million where the valuation
of the company exceeds $50 million. The warrants also would become exercisable
if there were a sale of all or substantially all of the assets of the company or
a merger or acquisition of the company. The warrants have a term of 5 years.
Pursuant to the terms of the Registraton Rights Agreement the Investors have
registration rights with respect to common shares they receive by reason of
conversion of the preferred shares and/or exercise of the warrants.
As contemplated by the Agreement, the Company's existing directors
elected Mr. John G. Hannon, Ms. Caroline S. Pisano and Mr. H. Jeffrey Leonard to
the Board to fill existing vacancies. Even though the Investors' nominees do not
constitute a majority of the Board, the Company believes that a change in
control has occurred because the 51% voting rights of the Series B Preferred
Stock would allow the Investors to elect the entire board of directors.
The description of the Agreement and the transactions contemplated
thereby set forth herein does not purport to be complete and is qualified in its
entirety by reference to the Agreement, the Registration Rights Agreement and
the Warrant, which are filed as exhibits hereto and incorporated by reference
herein.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Registrant's Certifying Accountant
None.
2
<PAGE>
Item 5. Other Events
None.
Item 6. Resignations of Registrant's Directors
None.
Item 7. Financial Statements and Exhibits
Exhibit 99: a) Securities Purchase Agreement dated September 7,
2000
b) Registration Rights Agreement dated September 7,
2000
c) Common Stock Purchase Warrants dated September 12,
2000
d) Articles of Amendment dated September 6, 2000
Item 8. Change in Fiscal Year
Not Applicable.
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.
ESSEX CORPORATION
(Registrant)
/s/ Joseph R. Kurry, Jr.
------------------------
DATE: September 20, 2000 Joseph R. Kurry, Jr.
Sr. Vice President, Treasurer and Chief
Financial Officer
3
