As filed with the Securities and Exchange Commission on March 4, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DRS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 132632319
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
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5 Sylvan Way
Parsippany, New Jersey 07054
(973) 898-1500
(Address, Including Zip Code, of Registrant's Principal Executive Offices)
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DRS Technologies, Inc. 1996 Omnibus Plan
(Full Title of Plan)
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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)
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CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) (2) Offering Price per Aggregate Offering Registration Fee (5)
Share (3) (4) Price (4)
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Common Stock, par value 1,875,000 $38.255 $71,728,125.00 $6,598.99
$.01 per share
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(1) Plus such additional number of shares of the Registrant's Common Stock as
may be issuable pursuant to the antidilution provisions of the Registrant's 1996
Omnibus Plan.
(2) On November 20, 1998 and May 18, 2000, the Registrant's Board of Directors
resolved to increase by 900,000 and 975,000, respectively, the shares of the
Registrant's Common Stock available for issuance pursuant to the Registrant's
1996 Omnibus Plan. A Registration Statement on Form S-8 with respect to a total
of 500,000 of such shares of the Registrant's Common Stock was previously filed
(Registration No. 333-14487). Such amendments to the Registrant's 1996 Omnibus
Plan were approved by the Registrant's stockholders at the February 11, 1999
Special Meeting of Stockholders and the August 9, 2000 Annual Meeting of
Stockholders, respectively.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the basis of the
average of the high and low sale prices for a share of the Registrant's Common
Stock on the American Stock Exchange on February 26, 2002, which date is within
five business days of the filing of this Registration Statement.
(4) Estimated solely for the purpose of calculating the registration fee.
(5) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act as follows: .000092 of $71,728,125.00, the proposed maximum
aggregate offering price.
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Pursuant to General Instruction E to Form S-8 under the Securities Act,
this Registration Statement is filed for the purpose of registering additional
securities of the same class as those registered under the currently effective
Registration Statement on Form S-8 (Registration No. 333-14487) relating to the
1996 Omnibus Plan of DRS Technologies, Inc. (formerly named Diagnostic/Retrieval
Systems, Inc.) (the "Registrant"), and the contents of that Registration
Statement, including any amendments thereto or filings incorporated therein, are
incorporated herein by this reference.
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant 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) the Registrant's Annual Report on Form 10-K for the year ended March
31, 2001.
(b) the Registrant's Quarterly Reports on Form 10-Q for the quarters ended
June 30, 2001 and December 31, 2001, and the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2001, as
amended by the Registrant's Quarterly Report on Form 10-Q/A filed on
November 21, 2001.
(c) the Registrant's Current Report on Form 8-K filed on October 12, 2001,
as amended by the Current Report on Form 8-K/A filed on November 21,
2001.
(d) The description of the common stock, par value $.01 per share, of the
Registrant (the "Common Stock") set forth as Item 1 under the caption
"Description of the Registrant's Securities to be Registered" in the
Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12(b) of the Exchange Act on March 21, 1996, as amended by
Amendment No. 1 thereto, dated March 27, 1996, filed on March 28, 1996
and declared effective by the Commission on April 1, 1996, and any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant after the date of this Registration
Statement pursuant to Sections 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
shares of the Common Stock offered hereby has been sold or which deregisters
such shares of the Common Stock then remaining unsold, shall be deemed to be
incorporated in this Registration Statement 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
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement 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 Registration Statement 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
Registration Statement.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index of this Registration Statement are
filed herewith or are incorporated herein by reference to other filings.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Parsippany, State of New Jersey, on March 4,
2002.
Date: DRS TECHNOLOGIES, INC.
March 4, 2002 By: /s/ Mark S. Newman
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Mark S. Newman
Chairman of the Board,
President and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark S. Newman and Nina L. Dunn, jointly
and severally, his true and lawful attorneys-in-fact, each with the full power
of substitution and resubstitution, for them in any and all capacities, to sign
any amendments to this Registration Statement (including post-effective
amendments), and to file the same, with exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact full power and authority to perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Mark S. Newman Chairman of the Board March 4, 2002
------------------------ of Directors, President,
Mark S. Newman Chief Executive Officer and Director
/s/ Richard A. Schneider Executive Vice President, March 4, 2002
------------------------ Chief Financial Officer and Treasurer
Richard A. Schneider
/s/ Ira Albom Director March 4, 2002
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Ira Albom
/s/ Donald C. Fraser Director March 4, 2002
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Donald C. Fraser
II-3
/s/ William F. Heitmann Director March 4, 2002
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William F. Heitmann
/s/ Steven S. Honigman Director March 4, 2002
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Steven S. Honigman
/s/ C. Shelton James Director March 4, 2002
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C. Shelton James
/s/ Mark N. Kaplan Director March 4, 2002
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Mark N. Kaplan
/s/ Stuart F. Platt Director March 4, 2002
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Stuart F. Platt
/s/ Dennis J. Reimer Director March 4, 2002
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Dennis J. Reimer
/s/ Eric J. Rosen Director March 4, 2002
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Eric J. Rosen
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Registrant, as filed August 8, 2001 in the office
of the Secretary of State of Delaware (incorporated by reference to
Exhibit 3.9 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001).
4.2 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Registrant, as filed August 8, 1997 in the office
of the Secretary of State of Delaware (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-4,
Registration No. 333-69751).
4.3 Amended and Restated Certificate of Incorporation of the Registrant, as
filed April 1, 1996 in the office of the Secretary of State of Delaware
(incorporated by reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form 8-A, Registration No. 33-64641,
Post-Effective Amendment No. 1).
4.4 Amended and Restated By-Laws of the Registrant, as of April 1, 1996
(incorporated by reference to Exhibit 3.8 to the Registrant's
Registration Statement on Form 8-A, Registration No. 33-64641,
Post-Effective Amendment No. 1).
4.5 Form of Certificate of the Registrant's Common Stock, par value $.01 per
share (incorporated by reference to Exhibit 4.11 to the Registrant's
Registration Statement on Form S-8, Registration No. 333-14487).
5.1 Opinion of Nina Laserson Dunn, Esq., regarding legality of the
securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Nina Laserson Dunn, Esq. (included in the opinion filed as
Exhibit 5.1 hereto).
24.1 Powers of Attorney of the directors and certain officers of the
Registrant (included in the signature pages to this Registration
Statement).
99.1 1996 Omnibus Plan (incorporated by reference to Exhibit 99.1 to the
Registrant's Registration Statement on Form S-8, Registration No.
333-14487).
99.2 1996 Omnibus Plan, as amended (incorporated by reference to Annex A to
the Registrant's Definitive Proxy Statement on Schedule 14A dated June
28, 2000).
99.3 Form of stock option agreement relating to options granted under the
1996 Omnibus Plan (incorporated by reference to Exhibit 99.2 to the
Registrant's Registration Statement on Form S-8, Registration No.
333-14487).