UNITED
STATES 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
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December
23, 2008 (December 22, 2008)
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Date
of Report (Date of earliest event
reported)
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DRS
Technologies, Inc.
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(Exact
Name of Registrant as Specified in its
Charter)
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Delaware
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1-08533
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13-2632319
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(State
or Other
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(Commission
File No.)
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(I.R.S.
Employer
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Jurisdiction
of Incorporation)
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Identification
No.)
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5
Sylvan Way,
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Parsippany,
New Jersey
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07054
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(Address
of Principa
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(Zip
Code)
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Executive
Offices)
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(973)
898-1500
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(Registrant's
telephone number, including area
code)
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None
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
I
TEM 1
.01
ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
DRS
Technologies, Inc. (the "Company") and its parent, Finmeccanica S.p.A.
("Finmeccanica") entered into (i) a seventh supplemental indenture, dated as of
December 22, 2008 (the "6-7/8% Seventh Supplemental Indenture"), to the
indenture, dated as of October 3, 2003 (as amended or supplemented from time to
time, the "6-7/8% Indenture"), among the Company, the Guarantors (as defined
therein) and the Bank of New York Mellon (formerly known as The Bank of New
York), as trustee (the "Trustee"), pursuant to which the Company's 6-7/8% Senior
Subordinated Notes due 2013 (the "6-7/8% Notes") were issued, (ii) a seventh
supplemental indenture, dated as of December 22, 2008 (the "6-5/8% Seventh
Supplemental Indenture"), to the indenture, dated as of January 31, 2006 and
supplemented by a supplemental indenture dated as of the same date (as amended
or further supplemented from time to time, the "6-5/8% Indenture"), among the
Company, the Guarantors and the Trustee, pursuant to which the Company's 6-5/8%
Senior Notes due 2016 were issued (the "6-5/8% Notes"), and (iii) a seventh
supplemental indenture, dated as of December 22, 2008 (the "7-5/8% Seventh
Supplemental Indenture" and, together with the 6-7/8% Seventh Supplemental
Indenture and the 6-5/8% Seventh Supplemental Indenture, the "Seventh
Supplemental Indentures"), to the indenture, dated as of January 31, 2006 and
supplemented by a supplemental indenture dated as of the same date (as amended
or further supplemented from time to time, the "7-5/8% Indenture" and, together
with the 6-7/8% Indenture and 7-5/8% Indenture, the "Indentures"), among the
Company, the Guarantors and the Trustee, pursuant to which the Company's 7-5/8%
Senior Subordinated Notes due 2018 were issued (the "7-5/8% Notes" and, together
with the 6-7/8% Notes and 6-5/8% Notes, the "Notes").
The
Seventh Supplemental Indentures have modified the reporting covenant in the
Indentures that require the Company to provide information to the applicable
Trustee and Holders. As a result of the Seventh Supplemental Indentures, the
Company no longer will be required to file reports with the U.S. Securities and
Exchange Commission ("SEC"), but rather will provide the consolidated annual and
interim reports of Finmeccanica, as required under Italian laws and Commissione
Nazionale per le Società e la Borsa ("CONSOB") regulations applicable to
Finmeccanica, to the applicable Trustee and Holders (the "Amendments"). The
foregoing description of the Seventh Supplemental Indentures is not complete and
is qualified in its entirety by reference to the full text of each of the
Seventh Supplemental Indentures, copies of which are attached hereto as Exhibits
4.1 to 4.3 and incorporated herein by reference.
Additionally,
the Company and Finmeccanica have entered into (i) a sixth supplemental
indenture, dated as of December 17, 2008 (the "6-7/8% Sixth Supplemental
Indenture") to the 6-7/8% Indenture, (ii) a sixth supplemental indenture, dated
as of December 17, 2008 (the "6-5/8% Sixth Supplemental Indenture") to the
6-5/8% Indenture, and (iii) a sixth supplemental indenture, dated as of December
17, 2008 (the "7-5/8% Sixth Supplemental Indenture" and, together with the
6-7/8% Sixth Supplemental Indenture and the 6-5/8% Sixth Supplemental Indenture,
the "Sixth Supplemental Indentures") to the 7-5/8% Indenture.
The
Sixth Supplemental Indentures provide that Finmeccanica fully and
unconditionally will guarantee the payment of principal and interest and
premium, if any, on each series of Notes. The Sixth Supplemental Indentures
further provide that such guarantees will rank
pari passu
in right of
payment of principal, interest and premium, if any, with all existing and
future, in the case of the 6-5/8% Notes, unsubordinated, and, in the case of the
6-7/8% Notes and 7-5/8% Notes, senior subordinated, unsecured obligations of
Finmeccanica. The foregoing description of the Sixth Supplemental Indentures is
not complete and is qualified in its entirety by reference to the full text of
each of the Sixth Supplemental Indentures, copies of which are attached hereto
as Exhibits 4.4 to 4.6 and incorporated herein by reference.
ITEM
8.01 OTHER ITEMS
On
December 22, 2008, the Company issued a press release announcing that it
successfully had completed its consent solicitation for its Notes. As of 5:00
p.m. New York City time on December 19, 2008, the expiration time of the consent
solicitation, the Company had received consent from the holders of a majority in
aggregate principal amount of all three series of Notes to effect the
Amendments.
A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
As
a result of the execution of the Seventh Supplemental Indentures on December 22,
2008 to effect the Amendments, the Company will cease filing reports with the
SEC. Accordingly, this Form 8-K will constitute the last filing made by or on
behalf of the Company.
In
accordance with the Seventh Supplemental Indentures, the Company will provide
the consolidated annual and interim reports of Finmeccanica, as required under
Italian laws and CONSOB regulations applicable to Finmeccanica, to the
applicable Trustee and Holders. These reports, along with additional information
on Finmeccanica, can be found on Finmeccanica's website at
http://www.finmeccanica.com.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
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Exhibit
No.
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Description
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4
.1
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Seve
nth Supplemental
Indenture
, dated as
of
December
22
, 2008
.
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4
.2
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Seventh Supplemental Indenture,
dated as of December
22
, 2008.
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4
.3
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Seventh Supplemental Indenture,
dated as of December
22
, 2008.
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4
.4
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Sixth Supplemental Indenture,
dated as of December 17, 2
008.
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4
.5
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Sixth Supplemental Indenture,
dated as of December 17, 2008.
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4
.6
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Sixth Supplemental Indenture,
dated as of December 17, 2008.
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99.1
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Press Release
,
dated
D
ecember 22,
2008.
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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.
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DRS
TECHNOLOGIES, INC.
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By:
/s/ Richard A.
Schneider
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Richard
A. Schneider
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Executive
Vice President,
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Chief
Financial Officer
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Date:
December 23, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Description
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4
.1
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Seventh Supplemental
Indenture
,
dated as of December
22
, 2008.
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4
.2
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Seventh Supplemental Indenture,
dated as of December
22
, 2008.
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4
.3
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Seventh Supplemental Indenture,
dated as of December
22
, 2008.
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4
.4
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Sixth Supplemental Indenture,
dated as of December 17, 2008.
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4
.5
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Sixth Supplemental Indenture,
dated as of December 17, 2008.
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4
.6
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Sixth Supplemental Indenture,
dated as of December 17, 2008.
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99.1
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Press Release
,
dated December 22,
2008.
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