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 (Date of earliest event reported): June 27, 2000
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TECH-SYM CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State of Other Jurisdiction of Incorporation)
1-4371 74-1509818
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(Commission File Number) (IRS Employer
Identification No.)
10500 Westoffice Drive, Suite 200, Houston, Texas 77042
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(Address of Principal Executive Offices) (Zip Code)
(713) 785-7790
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 27, 2000, Tech-Sym Corporation, a Nevada corporation
("Tech-Sym" or the "Company") entered into a definitive Agreement and Plan of
Merger (the "Merger Agreement") with Integrated Defense Technologies, Inc., a
Delaware corporation ("Purchaser") and T-S Acquisition Corp., a Nevada
corporation and wholly owned subsidiary of Purchaser ("Sub"), pursuant to and
upon the terms of which and subject to the conditions set forth therein (i) Sub
shall merge with and into the Company, with the Company remaining as the
surviving corporation and an indirect wholly owned subsidiary of the Purchaser
(the "Merger") and (ii) simultaneous with the Merger, each issued and
outstanding share of common stock of the Company, par value $0.01 per share (the
"Common Stock"), not owned directly by the Company or Purchaser, shall be
converted into the right to receive cash consideration (the "Merger
Consideration") in the amount of $30.00 per share.
In addition, the Merger Agreement provides that each option to
purchase Common Stock under any Company stock option plan shall be converted
into the right to receive an amount in cash equal to the amount determined by
multiplying (i) the number of shares of Common Stock subject to such option by
(ii) the positive difference, if any, obtained by subtracting the exercise price
per share for such option from the Merger Consideration.
The consummation of the Merger is subject to certain customary
conditions, including the approval of the Merger by the stockholders of
Tech-Sym and receipt by the Company of regulatory approvals, including but not
limited to, those approvals required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
As a result of the Merger, it is anticipated that the Common Stock
of the Company will be delisted from the New York Stock Exchange.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and
is incorporated herein by reference.
A copy of the Press Release announcing the signing of the Merger
Agreement, issued by the Company on June 27, 2000, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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 and the Press Release, which are attached hereto and
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger by and among Tech-Sym
Corporation, Integrated Defense Technologies, Inc. and
T-S Acquisition Corp. dated June 27, 2000. In
accordance with the instructions of Item 601(b)(2) of
regulation S-K, the Schedules and Exhibits to the
Merger Agreement are not being filed as a part of this
Exhibit 2.1. The Company agrees to furnish
supplementally a copy of such Schedules and Exhibits
to the Securities and Exchange Commission upon request.
99.1 Press release dated June 27, 2000, issued by Tech-Sym
Corporation.
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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 hereunto duly authorized.
TECH-SYM CORPORATION
By: /s/ J. RANKIN TIPPINS
Name: J. Rankin Tippins
Dated: June 29, 2000 Title: Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
2.1 Agreement and Plan of Merger by and among Tech-Sym
Corporation, Integrated Defense Technologies, Inc. and T-S
Acquisition Corp., dated June 27, 2000. In accordance with
the instructions of Item 601(b)(2) of regulation S-K, the
Schedules and Exhibits to the Merger Agreement are not
being filed as a part of this Exhibit 2.1. The Company
agrees to furnish supplementally a copy of such Schedules
and Exhibits to the Securities and Exchange Commission upon
request.
99.1 Press release dated June 27, 2000, issued by Tech-Sym
Corporation.
