UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: August 17, 2003
(Date of earliest event reported)
INTEGRATED DEFENSE TECHNOLOGIES, INC.
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(Exact name of Registrant as Specified in its Charter)
DELAWARE 001-31235 13-4027646
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 Wynn Drive
HUNTSVILLE, ALABAMA 35805
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (256) 895-2000
NO CHANGE
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On August 18, 2003, Integrated Defense Technologies, Inc. ("IDT") and
DRS Technologies, Inc. ("DRS") announced that they had entered into an Agreement
and Plan of Merger (the "Merger Agreement"), dated as of August 15, 2003, by and
among IDT, DRS and MMC3 Corporation, a wholly-owned subsidiary of DRS ("Merger
Sub"). Pursuant to the Merger Agreement, among other things, Merger Sub will be
merged with and into IDT, with IDT to survive the merger (the "Merger"). The
consummation of the Merger is contingent upon adoption of the Merger Agreement
and approval of the Merger by the IDT stockholders, regulatory approvals and
other customary closing conditions set forth in the Merger Agreement. If the
merger transaction is completed, each share of IDT common stock will be
converted into the right to receive (i) $12.25 in cash without interest and (ii)
0.1875 of a share of DRS common stock. A collar on the merger consideration
provides that if DRS's average common stock closing price prior to the closing
of the transaction decreases below $28.00 per share, the exchange ratio will
increase proportionally, but will not increase above 0.2027 of a share of DRS
common stock.
In connection with the Merger Agreement, certain beneficial owners of
IDT common stock have entered into a voting agreement with DRS (the "Voting
Agreement"). The Voting Agreement provides that these beneficial owners have,
among other matters, (i) granted to DRS an irrevocable proxy to vote their
shares of IDT common stock in favor of the Merger and the transactions
contemplated by the Merger Agreement and (ii) agreed to refrain from selling or
purchasing additional securities of IDT during the term of the Merger Agreement.
The Voting Agreement prevents the parties thereto from conducting certain
activities, such as soliciting proxies and submitting stockholder proposals with
respect to IDT's stock. The Voting Agreement will terminate upon the earliest to
occur of the termination of the Voting Agreement by mutual written consent of
the parties, the Effective Time (as defined in the Merger Agreement) and the
termination of the Merger Agreement in accordance with its terms.
Also in connection with the execution of the Merger Agreement, certain
beneficial owners of IDT common stock have entered into a standstill agreement
with DRS (the "Standstill Agreement"). The Standstill Agreement provides that
these beneficial owners have agreed to generally refrain from acquiring
securities of DRS and conducting certain activities, such as soliciting proxies
and submitting stockholder proposals with respect to DRS. The Standstill
Agreement will terminate upon the earliest to occur of the termination of the
Standstill Agreement by mutual written consent of the parties, the 7th
anniversary of the date of the Standstill Agreement and the termination of the
Merger Agreement in accordance with its terms.
The foregoing descriptions of the Merger Agreement, the Voting Agreement
and the Standstill Agreement do not purport to be complete and are qualified in
their entirety by the terms and conditions of the Merger Agreement, the Voting
Agreement and the Standstill Agreement, which are filed as Exhibit 2.1, Exhibit
99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.
On August 18, 2003, IDT and DRS issued a joint press release announcing
the merger transaction. The joint press release is attached as Exhibit 99.3
hereto and is incorporated herein
by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of August 15, 2003, among DRS
Technologies, Inc., MMC3 Corporation and Integrated Defense
Technologies, Inc.
99.1 Voting Agreement, entered into as of August 15, 2003, by and
among DRS Technologies, Inc., Veritas Capital Management, L.L.C.,
The Veritas Capital Fund, L.P. and IDT Holding, L.L.C.
99.2 Standstill Agreement, entered into as of August 15, 2003, by and
among DRS Technologies, Inc., Veritas Capital Management, L.L.C.,
The Veritas Capital Fund, L.P., Robert B. McKeon and
IDT Holding, L.L.C.
99.3 Joint press release of Integrated Defense Technologies, Inc. and
DRS Technologies, Inc., issued on August 18, 2003
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.
Date: August 19, 2003
INTEGRATED DEFENSE TECHNOLOGIES, INC.
By: /s/ ROBERT B. MCKEON
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Name: Robert B. McKeon
Title: Chairman