UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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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Date of Report (Date of Earliest Event Reported): June 14, 2004
DRS TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-08533 13-2632319
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(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
5 Sylvan Way, Parsippany, New Jersey 07054
www.drs.com
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(Address of Principal Executive Offices and Internet Site)
(973) 898-1500
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(Registrant's telephone number, including area code)
Item 5. Other Events and Required FD Disclosure.
On February 2, 2004 DRS Technologies, Inc. (the "Company") filed
amended and restated by-laws (the "Amended and Restated By-Laws") as Exhibit
3.5 to its registration statement on Form S-4 (the "Registration Statement").
Inadvertently, the form of Amended and Restated By-Laws that was filed with
the Registration Statement omitted Sections 7 and 8 of Article II, the
so-called Advance Notice Provisions, which were adopted by the Board on
February 7, 1996. The Advance Notice Provisions have been summarized in each
of the Company's annual meeting proxy statements since the Advance Notice
Provisions were adopted.
The form of Amended and Restated By-Laws also inadvertently included,
among other things, Article VIII, which addressed the vote required by
stockholders to amend certain provisions of the Amended and Restated Bylaws,
but which was repealed by the Board on February 7, 1996.
The corrected Amended and Restated By-Laws, which include the
Advance Notice Provisions and do not include the above-described amendment
provisions, are attached as Exhibit 3 to this current report on Form 8-K.
Under the Advance Notice Provisions, the date by which stockholders
were required to give notice to the Company of any stockholder-proposed
director nomination or any business to be introduced by a stockholder at the
annual meeting was June 7, 2004. In light of the inadvertent omission of the
Advance Notice Provisions in the form of Amended and Restated By-Laws that was
filed as Exhibit 3.5 to the Registration Statement, for purposes of the 2004
Annual Meeting, the Company has determined to extend the deadline until July
6, 2004 by which stockholders are required to give advance notice to the
Company of any stockholder-proposed director nomination or any business to be
introduced by a stockholder at the 2004 Annual Meeting.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit 3 Amended and Restated By-Laws.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DRS TECHNOLOGIES, INC.
Date: June 14, 2004 By: /s/ Nina Laserson Dunn
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Name: Nina Laserson Dunn
Title: Executive Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit 3 Amended and Restated By-Laws.