SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO
SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X ] Soliciting Material Pursuant to Rule 14a-12.
DRS Technologies, Inc.
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
(5) Total fee paid:
_________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
Form, Schedule or Registration Statement No.:
__________________________________________________________________________
(3) Filing Party:
__________________________________________________________________________
(4) Date Filed:_________________________________________________________
As filed with the Commission on December 10, 2003
[DRS Technologies logo]
DRS Technologies Inc.
Corporate Headquarters
5 Sylvan Way
Parsippany, NJ 07054
973.898.1500
NEWS RELEASE
For information contact:
Patricia M. Williamson
DRS Technologies, Inc.
(973) 898-1500
FOR IMMEDIATE RELEASE
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Wednesday, December 10, 2003
DRS TECHNOLOGIES TO HOLD SPECIAL MEETING OF STOCKHOLDERS
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PARSIPPANY, N.J., December 10 -- DRS Technologies, Inc. (NYSE: DRS)
today announced that it has filed preliminary proxy materials with the
Securities and Exchange Commission in connection with a special meeting of
stockholders.
The special meeting will be held for the purposes of amending DRS's
certificate of incorporation to increase the number of authorized shares of
common stock from 30 million to 50 million, and amending and restating the
company's 1996 Omnibus Plan to increase the maximum number of shares available
for stock option awards by 2 million, in addition to making certain other
changes. The company stated that it has no current plans to use the additional
authorized shares in connection with an acquisition, noting that certain
significant issuances would require additional stockholder approval under the
rules of the New York Stock Exchange or Delaware law.
DRS said that it would announce the time and place of the special
meeting after it is established and will mail a notice of meeting and proxy
statement to its stockholders.
Because of the recent issuance of shares in connection with the
company's acquisition of Integrated Defense Technologies, Inc., there is an
insufficient number of shares available for stock option grants and other future
uses. The company said that it believes this limitation on DRS's flexibility is
not prudent or desirable.
Stock options awarded under DRS's 1996 Omnibus Plan are part of the
company's executive compensation program and are intended to attract, retain and
motivate key executives who are critical to the success of DRS's business. The
company recognizes the importance of maintaining compensation policies and
practices that encourage and reward executive efforts to create stockholder
value through the achievement of corporate objectives, business strategies and
performance goals. DRS provides compensation opportunities that are comparable
to those offered by similar companies.These opportunities consist of cash,
certain benefits and equity-based compensation.
DRS Technologies, headquartered in Parsippany, New Jersey, provides
leading edge products and services to defense, government intelligence and
commercial customers. Focused on defense technology, DRS develops and
manufactures a broad range of mission critical systems. The company employs
5,700 people worldwide.
For more information about DRS Technologies, please visit the company's
web site at www.drs.com.
This news release is not a proxy statement. On December 10, 2003, DRS
Technologies, Inc. filed a preliminary proxy statement in connection with the
solicitation of proxies relating to a special meeting of stockholders.
Stockholders of the company will receive a definitive proxy statement and a
proxy card in connection with the solicitation. STOCKHOLDERS OF THE COMPANY ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other
relevant documents also may be obtained, free of charge, on the Securities and
Exchange Commission's web site at http://www.sec.gov or by contacting the
Company's proxy solicitors, Innisfree M&A Incorporated, at 1.888.750.5834.
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