AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DRS TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 13-2632319
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization)
5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054
(973) 898-1500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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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COPIES TO:
DAVID J. GOLDSCHMIDT, ESQ. PAUL JACOBS, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP STEVEN I. SUZZAN, ESQ.
Four Times Square Fulbright & Jaworski L.L.P.
New York, New York 10036 666 Fifth Avenue
(212) 735-3000 New York, New York 10103
(212) 318-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-73912
If this form is a post-effective amendment filed pursuant to rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE CHART
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE (2) PRICE(2) REGISTRATION FEE
Common Stock,
par value $.01 par value...... 575,000 $32.00 $18,400,000 $4,397.60
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(1) Includes 525,000 shares of Common Stock to be sold upon exercise of an
over-allotment option granted to the Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933 based upon the public
offering price of $32.00.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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This registration statement is being filed with respect to the registration
of additional shares of common stock, $.01 par value per share, of DRS
Technologies, Inc., for an offering pursuant to Rule 462(b) under the Securities
Act of 1933, as amended. The contents of the registrant's earlier effective
registration statement on Form S-3 (File No. 333-73912) are incorporated into
this registration statement by reference. The form of prospectus contained in
the earlier effective registration statement will reflect the aggregate amount
of securities registered in this registration statement and the earlier
effective registration statement.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
II-1
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 the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Parsippany, in the state of New Jersey, on December 14, 2001.
DRS TECHNOLOGIES, INC.
By: /s/ NINA LASERSON DUNN
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Name: Nina Laserson Dunn
Title: Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
* Chairman of the Board,
------------------------------------------- President, Chief Executive December 14,
Mark S. Newman Officer and Director 2001
Executive Vice President,
* Chief Financial Officer
------------------------------------------- and Treasurer (Principal December 14,
Richard A. Schneider Financial and Accounting 2001
Officer)
*
------------------------------------------- Director December 14,
Ira Albom 2001
*
------------------------------------------- Director December 14,
Donald C. Fraser 2001
*
------------------------------------------- Director December 14,
William F. Heitmann 2001
*
------------------------------------------- Director December 14,
Steven S. Honigman 2001
II-2
NAME TITLE DATE
---- ----- ----
*
------------------------------------------- Director December 14,
C. Shelton James 2001
*
------------------------------------------- Director December 14,
Mark N. Kaplan 2001
*
------------------------------------------- Director December 14,
Stuart F. Platt, RADM, USN (Ret.) 2001
*
------------------------------------------- Director December 14,
General Dennis J. Reimer, USA (Ret.) 2001
*
------------------------------------------- Director December 14,
Eric J. Rosen 2001
*By: /s/ NINA LASERSON DUNN
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Attorney in Fact
II-3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of KPMG LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1)
23.4 Power of Attorney (incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File
No. 333-73912)).