Attached files
file | filename |
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EX-3.1 - EX-3.1 - ARGON ST, Inc. | c59557exv3w1.htm |
EX-3.2 - EX-3.2 - ARGON ST, Inc. | c59557exv3w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2010
Argon ST, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
000-08193
(Commission File Number)
(Commission File Number)
38-1873250
(I.R.S. Employer Identification No.)
(I.R.S. Employer Identification No.)
12701 Fair Lakes Circle, Suite 800
Fairfax, Virginia 22033
(Address of Principal Executive Offices, Including Zip Code)
Fairfax, Virginia 22033
(Address of Principal Executive Offices, Including Zip Code)
(703) 322-0881
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
As a result of the transactions described in Item 5.01 hereof, incorporated herein by
reference, Argon ST, Inc., a Delaware corporation (the Company), no longer fulfills the numerical
listing requirements of the NASDAQ Stock Market (NASDAQ). Accordingly, on August 5, 2010, at the
Companys request, NASDAQ filed with the Securities and Exchange Commission a Notification of
Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of
1934, as amended (the Exchange Act), on Form 25, thereby effecting the delisting of the Companys
common stock, par value $0.01 per share (the Shares), from NASDAQ and the deregistration of such
common stock under Section 12(b) of the Exchange Act.
Item 3.02 Unregistered Sale of Equity Securities.
As previously disclosed on June 30, 2010, the Company, The Boeing Company, a Delaware
corporation (Parent), and Vortex Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (Purchaser), entered into an Agreement and Plan of Merger, dated as of June
30, 2010 (the Merger Agreement).
On July 8, 2010, pursuant to the Merger Agreement and upon the terms and subject to the
conditions thereof, Merger Sub commenced a tender offer to acquire all of the Shares, for $34.50
per Share to the seller in cash, without interest and less any applicable withholding taxes (the
Offer Price), upon the terms and subject to the conditions set forth in the Offer to Purchase
dated July 8, 2010, as amended, and in the related Letter of Transmittal (which, together with all
amendments and supplements thereto, collectively constitute the Offer).
On August 5, 2010, subsequent to the expiration of the Offer and pursuant to the Merger
Agreement, Purchaser exercised its option (the Top-Up Option) to purchase directly from the
Company 16,600,352 newly-issued Shares (the Top-Up Shares) at the Offer Price in exchange for a
non-negotiable and non-transferable promissory note, secured by the Top-Up Shares, issued by
Purchaser to the Company in the aggregate principal amount of $572,712,144, bearing interest
compounding at 5% per annum, with principal and interest due one year after the date of purchase of
the Top-Up Shares, prepayable in whole or in part without premium or penalty. The Top-Up Shares,
when combined with the number of Shares owned by Parent and Purchaser immediately prior to the
exercise of the Top-Up Option, represented at least 90% of the outstanding Shares
on a fully diluted basis. The Top-Up
Shares were issued without registration under the Securities Act of 1933, as amended (the
Securities Act), in reliance upon an exemption from registration pursuant to Section 4(2) of the
Securities Act, as a transaction by an issuer not involving a public offering.
Item 5.01 Changes in Control of Registrant.
The Offer expired at 12:00 midnight, New York City time, at the end of the day on August 4,
2010. Based on information provided by the depository for the Offer, an aggregate of 20,055,713
Shares (excluding Shares to be delivered pursuant to notices of guaranteed delivery) were validly
tendered and not validly withdrawn as of the expiration of the Offer, and Merger Sub accepted for
payment all such Shares.
The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated
herein by reference.
On August 5, 2010, pursuant to the Merger Agreement, Purchaser effected a short-form merger,
pursuant to which Purchaser was merged with and into the Company (the Merger), with the Company
surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger,
each remaining outstanding Share not tendered in the Offer (other than Shares held by Parent and
Purchaser and Shares for which appraisal rights are properly demanded and perfected in accordance
with Delaware law) was, by virtue of the Merger and without any action on the part of the holders
of Shares, converted into the right to receive the Offer Price.
The description of the Merger Agreement set forth above does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as
Exhibit 2.1 to the Companys Current Report on Form 8-K filed on June 30, 2010, and is incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, on August 5, 2010, each of Terry L. Collins, S. Kent
Rockwell, Victor F. Sellier, Thomas E. Murdock, David C. Karlgaard, Peter A. Marino, Robert
McCashin, John Irvin, Lloyd A. Semple, Maureen Baginski and Delores M. Etter resigned as directors
of the Company, and John M. Meersman, the sole director of Purchaser immediately prior to the
effective time of the Merger, became the sole director of the Company.
Pursuant to the Merger Agreement, on August 5, 2010, Kerry M. Rowe resigned as President and
Chief Operating Officer of the Company.
Terry L. Collinss title was changed to President and
Chief Executive Officer following the Merger.
Information about Mr. Meersman has been previously disclosed in the Companys Information
Statement contained in the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on July 8, 2010.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, at the effective time of the Merger, the Companys
certificate of incorporation was amended and restated in its entirety to be in the form of
Purchasers certificate of incorporation, except that the name of the company set forth therein is
Argon ST, Inc. (the Amended and Restated Certificate of Incorporation). A copy of the Amended and
Restated Certificate of Incorporation of the Company is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
Pursuant to the Merger Agreement, at the effective time of the Merger, the Companys bylaws
were amended and restated in their entirety to read as the bylaws of Purchaser, as in effect
immediately prior to such time, except that the name of the company set forth therein is Argon ST,
Inc. (the Amended and Restated By-Laws). A copy of the Amended and Restated By-Laws of the Company
is filed as Exhibit 3.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1
|
Amended and Restated Certificate of Incorporation of Argon ST, Inc. | |
3.2
|
Amended and Restated By-Laws of Argon ST, Inc. |
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 5, 2010 | ARGON ST, INC. |
|||
By: | /s/ Terry L. Collins | |||
Name: | Terry L. Collins | |||
Title: | President and Chief Executive Officer | |||
EXHIBIT INDEX
Exhibit | ||
No. | Description | |
3.1
|
Amended and Restated Certificate of Incorporation of Argon ST, Inc. | |
3.2
|
Amended and Restated By-Laws of Argon ST, Inc. |