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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1998
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COMMISSION FILE NUMBER 1-8533
DRS TECHNOLOGIES, INC.
DELAWARE 13-2632319
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054
(973) 898-1500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $.01 par value American Stock Exchange
8-1/2% Convertible Subordinated Debentures
due August 1, 1998 American Stock Exchange
9% Senior Subordinated Convertible Debentures
due October 1, 2003 American Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES _X_ NO ___
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
THE MARKET VALUE OF SHARES OF COMMON STOCK HELD BY NON-AFFILIATES, BASED ON
THE CLOSING PRICES FOR SUCH STOCK ON THE AMERICAN STOCK EXCHANGE ON JUNE 22,
1998, WAS APPROXIMATELY $78,000,000. THE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING AS OF JUNE 22, 1998 WAS 6,201,976 (EXCLUSIVE OF 402,461 SHARES OF
COMMON STOCK HELD IN THE TREASURY.)
DOCUMENTS INCORPORATED BY REFERENCE
1. 1998 Annual Report (for the fiscal year ended March 31, 1998), incorporated
in Part II.
2. Definitive Proxy Statement, dated July 2, 1998, for the Annual Meeting of
Stockholders, incorporated in Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
The registrant, DRS Technologies, Inc. (hereinafter the "Company" or "DRS")
was incorporated in 1968 and is a diversified, high-technology company serving
government and commercial niche markets worldwide. DRS develops and manufactures
a variety of leading edge systems and components used for the processing,
display and storage of data. These include combat display workstations,
electronic sensor systems, mission recording systems, digital imaging systems,
electro-optical systems, ship communications and flight safety systems. The
Company also provides a wide range of technical support and depot level
services. DRS's defense electronics products serve all branches of the U.S.
Armed Services and certain international military forces. The Company's
commercial and industrial products are used by the airline, banking, computer
disk drive, security, transportation, retail sales and broadcast industries.
STRATEGY
The Company believes that the nature of modern warfare has changed,
dictating increasing reliance on real-time, accurate battlefield information
derived from increasingly sophisticated defense systems and electronics.
Additionally, the nature of military procurement programs has changed, requiring
suppliers to become more efficient and adaptable to current and future market
needs. In recent years, the Company has implemented strategies to exploit the
changing nature of military procurement programs brought on by the end of the
Cold War and military budget constraints. In response to a 1992 mandate by the
Joint Chiefs of Staff, the Company focuses on "Commercial Off-The-Shelf"
("COTS") product designs, whereby commercial electronic components are
integrated, adapted, upgraded and "ruggedized "for application in harsh military
environments. In addition to winning contracts for new programs and supporting
existing military programs, the Company's strategies include:
o designing new products and adapting existing products for use by all
branches of the military;
o transferring technologies developed in the defense sector to
commercial and industrial markets; and
o acquiring businesses that provide a strategic complement to the
Company's existing products, services and technological capabilities
in both the defense and commercial marketplaces.
To effect these strategies, the Company has (i) made several acquisitions
in recent years, adding complementary military and commercial products and
technologies; (ii) entered into strategic relationships with other defense
suppliers, such as Lockheed Martin Tactical Defense Systems and
Northrop-Grumman, among others; (iii) emphasized the development of COTS-based
products, as well as products and systems that are easily adapted to similar
weapons platforms used by all branches of the military; and (iv) implemented
cost reduction initiatives to reduce its fixed-cost base to allow for growth and
to maintain the flexibility of its operations. The implementation of these
strategies has resulted in increased revenues and profits over the last five
fiscal years. Acquisitions and Related Activities: In July 1995, the Company
acquired substantially all of the assets of Opto-Mechanik, Inc., now known as
DRS Optronics, Inc. ("DRS Optronics"), located in Palm Bay, Florida. This
acquisition enabled the Company to expand its electro-optical targeting
products, add backlog in complementary product areas and consolidate certain
manufacturing activities in a lower-cost facility.
In February 1996, the Company acquired a 90% interest in DRS Medical
Systems, a partnership formed to develop, manufacture and market medical
ultrasound imaging equipment. Due to the fact that DRS Medical Systems did not
complement the Company's on-going strategies, on September 12, 1997, the Company
sold substantially all the net assets of DRS Medical Systems to United States
Surgical Corporation.
As part of the Company's strategy to diversify into non-defense markets,
the Company made four acquisitions that expanded its presence and existing
capabilities in the magnetic head marketplace. In February 1996, the Company
acquired substantially all of the assets of Mag-Head Engineering Company, Inc.,
a manufacturer of audio and flight recorder heads. In addition, in June 1996,
the Company acquired substantially all of the assets of Vikron, Inc. ("Vikron").
Located in St. Croix Falls, Wisconsin, Vikron manufactures data and recording
heads. In October 1996, the Company acquired certain assets of Nortronics
Company, Inc. ("Nortronics"), which also manufactures magnetic data recording
head products. Nortronics is located in Dassel, Minnesota. Effective February
26, 1997,
2
these operations were merged with and into DRS Ahead Technology, Inc. to form a
single legal entity. In May 1997, the Company acquired 80% of the outstanding
equity of Magnetic Heads Company Ltd. ("MHC"). Located in Razlog, Bulgaria, MHC,
now known as DRS Ahead Technology--Bulgaria, is a manufacturer and supplier of
magnetic recording heads used primarily for commercial applications. The Company
currently is integrating these operations to further streamline its
manufacturing operations.
In October 1996, Pacific Technologies, Inc. merged with and into a
subsidiary of the Company. Based in San Diego, California, and renamed DRS
Technical Services, Inc., it provides systems and software engineering support
to the U.S. Navy for the testing of shipboard combat systems.
In October 1997, the Company acquired the assets of the Applied Systems
Division of Spar Aerospace Limited, a Canadian corporation, and 100% of the
stock of Spar Aerospace (UK) Limited, incorporated under the laws of England and
Wales. Headquartered in Carleton Place, Ontario, Canada, and operating under the
name DRS Flight Safety and Communications, the Applied Systems Division has been
an international provider of aviation and defense systems for over 30 years. It
designs, manufactures and markets sophisticated flight safety systems, naval
communications systems and other advanced electronics for government and
commercial customers around the world. It also provides custom manufacturing
services for complex electronic assemblies and systems.
In March 1998, the Company acquired Hadland Photonics Ltd., headquartered
in Tring, Hertfordshire, the United Kingdom, currently known as DRS Hadland Ltd.
("DRS Hadland"). The company has been a leader in ultra high-speed image capture
and analysis for over 40 years. It designs, manufactures and markets ultra
high-speed digital imaging cameras and avionics systems, including airborne
video recording and ground replay systems, for government and commercial
customers worldwide.
Cost-Reduction and Other Initiatives. During fiscal 1998 the Company integrated
the administrative and support functions of its magnetic head manufacturing
facilities into an operation in Plymouth, Minnesota. In addition, the Company
restructured certain operations by moving various display workstation product
lines from the Company's facility in Oakland, New Jersey to its operation in
Gaithersburg, Maryland and by relocating its multi-platform boresighting
equipment product lines, formerly located in Hauppauge, New York, to Oakland,
New Jersey. In connection with this restructuring, the Company sold the land and
building owned in Hauppauge, New York. The Company continues to focus on
opportunities to streamline its operations.
COTS Designs. The COTS concept was developed and mandated in response to both
decreasing military budgets and the increasing pace of technology. The use of
COTS designs entails the purchasing, refitting, upgrading and "ruggedization"
(repackaging, remounting and stress testing to ensure readiness for use in harsh
military environments) of available commercial components. Using COTS designs,
the Company develops and delivers its products with significantly less
development time and expense compared with traditional military product cycles,
generally resulting in shorter lead times, lower costs and the employment of the
latest information and computing technologies. The Company strives to apply COTS
designs to most of its new products. Management believes that the adaptation of
available commercial components to existing and newly developed military systems
offers three primary advantages over traditional military systems development
and procurement cycles: (i) it has the potential to save significant amounts of
time and cost with respect to product research and development; (ii) the
adaption of commercial technology to battlefield systems has the potential to
shorten military product cycles, as commercial product development and
production cycles are shorter than their military equivalents; and (iii) use of
COTS designs should ensure that the latest information and computing
technologies are employed in the design and manufacture of defense electronics
systems.
Adaptable Product Designs. The Company has focused on the design and development
of new products and the redesign of existing products for use by all branches of
the military. This has enabled the Company to increase revenues using its
existing product and technology base, reduce overall product development costs
and decrease reliance on U.S. Navy procurement programs. For instance, the
Company's display systems, originally designed under a U.S. Navy development
contract, are open-architecture information processing workstations that can be
adapted for use in other branches of the military. Similarly, the Company's
boresight products, originally designed for use with the U.S. Army's Apache
attack helicopter, were designed to be adaptable to other air, sea or land-based
weapons platforms. The boresight system has been applied successfully to the
U.S. Marine Corps' Cobra helicopter and to the U.S. Air Force's AC-130 Spectre
Gunship platforms.
3
COMPANY ORGANIZATION
DRS is organized into four principal operating segments on the basis of
products and services offered: the Electronic Systems Group ("ESG"), the Data
Systems Group ("DSG"), the Electro-Optical Systems Group ("EOSG"), and Flight
Safety and Communications ("FS&C"). See Note 12 of Notes to Consolidated
Financial Statements for selected financial information by segment.
Electronic Systems Group
ESG consists of DRS Electronic Systems, Inc. ("DRS ESI"), located in
Gaithersburg, Maryland, DRS Laurel Technologies ("DRS Laurel"), located in
Johnstown, Pennsylvania, DRS Technical Services, Inc., based in San Diego,
California and a division of DRS ESI known as DRS Technical Services, located in
Chesapeake, Virginia.
ESI designs, manufactures and integrates complex systems using advanced
commercial technology to meet the performance and environmental requirements of
military customers. Current products include tactical processing and display
systems for military ships and aircraft, surveillance systems for coastal and
harbor regions, radar and acoustic sensor systems, and low-cost emulators of
legacy military systems for test and training support. ESG also provides
manufacturing services and technical support services for both DRS products and
those of other suppliers. Major products and contracts include:
o AN/UYQ-65: The AN/UYQ-65 is the first COTS-based tactical workstation
to be qualified by the U.S. Navy and was designed to comply with the
stringent requirements of the Aegis (DDG-51) shipbuilding program.
Replacing the sensor displays in the SQQ-89 ASW combat suite, it
employs dual processors enabling simultaneous I/O and graphics
processing. This new approach allows for required high bandwidth
processing, while maintaining response times for operator/machine
interfaces. The system architecture can be adapted to meet various
interface, cooling, memory, storage and processing requirements.
o AN/SQR-17A(V)3: The Mobile In-shore Undersea Warfare (MIUW) system is
deployed in land-based vans, utilizing sonobuoys and anchored passive
detectors for harbor defense, coastal defense and amphibious
operations surveillance, as well as for the enhancement of drug
interdiction efforts. This system currently is being procured for
utilization in 22 field installations. The Company is under contract
to provide various upgrades to these field installations.
DRS ESI also produces tactical (e.g., combat/attack) information systems
and training systems. Major products and contracts include:
o AN/UYQ-70: The AN/UYQ-70 is an advanced, open-architecture display
system designed for widespread application through software and
hardware modification, and for deployment on Aegis and other surface
ships, submarines and airborne platforms. This system was developed
for the U.S. Navy under subcontract with Lockheed Martin Tactical
Defense Systems. The AN/UYQ-70 is a self-contained,
microprocessor-based unit complete with mainframe interface software
and offers advanced computing and graphic capabilities. These units
replace previous generation units that are dependent upon a shipboard
mainframe computer at approximately 25% of the cost of the older
units. Based upon the size of the Naval surface fleet and the average
number of workstations to be deployed on each ship, the Company
believes that the potential market for this workstation product may be
in excess of 5,000 units over the next decade.
o Military Display Emulators: These workstations are functionally
identical to existing U.S. Navy shipboard display consoles built to
military specifications, but are manufactured using low-cost COTS
components suitable for land-based laboratory environments. These
Military Display Emulators are used in U.S. Navy development, test and
training sites as plug-compatible replacements for the more expensive
shipboard qualified units. The Company currently is delivering these
Military Display Emulators for use at land-based training sites for
the Aegis and other U.S. Navy programs.
o AN/SPS-67: The AN/SPS-67 Radar Systems are deployed on the U.S. Navy's
new DDG-51 Aegis class ships and provide ocean surveillance and
navigation data, including detection and tracking of low flying
aircraft and other targets. An integral part of the ships' command and
control combat system, the AN/SPS-67 is a below-deck system which the
Company believes has a potential market application on other surface
ships in the Navy's fleet, as well as on aircraft carriers and
amphibious operation assault ship platforms.
4
DRS ESI also produces a line of Lightweight Portable Display Workstations
for the collection, display, storage and communication of data in the field,
Replacement Data Storage Systems for program loading and data archiving on P-3C
aircraft, and Flat Panel Display products, display subsystems and other computer
peripherals for integration primarily with military tactical display
workstations.
DRS Laurel, which is 80% owned by DRS through a partnership formed in
December 1993 with Sunburst Management, Inc., serves as a cost-efficient
manufacturing operation for the Company. DRS Laurel primarily manufactures and
integrates electronic systems, providing turn-key production, and performs
related electronic and electromechanical assembly and associated test services.
In addition, DRS Laurel specializes in cable and wire harness interconnect
products, primarily for large industrial customers that are involved in the
military and commercial aerospace industries. DRS Laurel currently produces both
the AN/UYQ-65 and AN/UYQ-70 workstations.
DRS Technical Services, Inc. and DRS Technical Services perform field
service and depot level repairs for ESG products, as well as other
manufacturers' systems, and also provide systems and software engineering
support to the U.S. Navy for the testing of shipboard combat systems. Both
facilities are located in close proximity to U.S. Naval bases in Norfolk,
Virginia and San Diego, California. Services, including equipment and field
change installation, configuration audit, repair, testing and maintenance, are
performed for the U.S. Navy and, to a lesser extent, commercial customers. DRS
Technical Services also has performed work for foreign navies, including those
of Australia, Egypt, Greece, the Republic of China and Turkey.
Data Systems Group
DSG consists of DRS Precision Echo, Inc. ("DRS Precision Echo"), located in
Santa Clara, California, and DRS Ahead Technology, Inc. ("DRS Ahead
Technology"), with locations in San Jose, California, Plymouth, Minnesota, St.
Croix Falls, Wisconsin, Dassel, Minnesota, and Razlog, Bulgaria.
DSG utilizes advanced commercial technology to design and manufacture
multisensor digital, analog and video data capture and recording products, as
well as high-capacity data storage devices for the harsh environments of
aerospace and defense applications. Through its commercial operations, DSG also
provides a variety of magnetic head products and services used in the commercial
aviation, airline, television and audio broadcast, computer disk drive,
security, transportation and retail sales industries that test or write and read
information on magnetic data storage media.
DRS Precision Echo manufactures a variety of digital and analog recording
systems utilized for military applications, including reconnaissance,
antisubmarine warfare (ASW) and other information warfare data storage
requirements and is a predominant U.S. manufacturer of Hi-8 millimeter military
recorders supplied to the U.S. armed forces. DRS Precision Echo's products
include:
o AN/USH-42: DRS Precision Echo is currently under contract to
manufacture these recording systems for use on the Navy's S-3B ASW
aircraft. The AN/USH-42 are used to record radar, infrared, bus,
navigation and voice data.
o WRR-818: This ruggedized video recorder uses certain components from
commercial video recording equipment and has been selected for use on
the U.S. Navy's F/A-18 and on the U.S. Air Force's A/OA-10 aircraft.
It also has been selected by the U.S. Army for use in its Kiowa
Warrior reconnaissance helicopters. A similar recorder, the WRR-812,
has been adapted for use in the Canadian Army's Light Armored
Reconnaissance Vehicles.
DRS Precision Echo also provides a line of high-capacity digital tape
drives and automated library systems for the archiving and back-up of very large
amounts of digital data, ranging from 378 GigaBytes to 2.6 PetaBytes of
uncompressed data.
DRS Ahead Technology manufactures burnish, glide and test heads used in the
production of computer disk drives. These consumable products are used by many
U.S. disk drive manufacturers to hone the surface and ensure the quality of
magnetic disks used in computer hard drives. In addition, DRS Ahead Technology
specializes in the manufacture and refurbishment of broadcast video and audio
heads, heads used in commercial flight data recorders and in a variety of
industries for reading, writing and verifying data on magnetic cards, tapes and
inks.
5
Electro-Optical Systems Group
EOSG consists of DRS Photronics, Inc. ("DRS Photronics"), located in
Oakland, New Jersey, DRS Optronics, located in Palm Bay, Florida, and DRS
Hadland, based in Tring, Hertfordshire, the United Kingdom.
EOSG integrates advanced commercial technology with military requirements
to design and manufacture advanced electro-optical sighting, targeting, weapons
and aircraft optical alignment systems, assemblies and components used primarily
in the aerospace and defense industries. The Group is a leader in aircraft
boresighting equipment and high-speed digital imaging systems. EOSG also
produces night vision and directional devices, as well as eye-safe, laser-based
products for military applications.
DRS Photronics produces boresighting equipment used to align and harmonize
the navigation, targeting and weapons systems on rotary- and fixed-wing
aircraft. Multiple Platform Boresighting Equipment (MPBE) is DRS Photronics'
main product line. MPBE currently is used on the Army's Apache helicopters and
Apache Longbow helicopters, the Marine Corps' Cobra helicopters, and the Air
Force's AC-130 Spectre gunship radar. This technology is proprietary to the
Company.
In fiscal 1996, the Company was selected as the prime contractor on a
tri-service (Army, Navy and Air Force) program to develop the Advanced Digital
Imaging System ("ADIS") for the test and evaluation of weapons separation events
on board various fixed- and rotary-wing military aircraft. The system includes
an electronically-shuttered, fast-frame, high-resolution, digital imaging camera
and a high-density, digital data storage device. Upon completion of development,
the ADIS will incorporate a color readiness capability and will include a
miniaturized high-speed electronic camera to assure compatibility with multiple
air platforms, such as the Air Force's F-16.
DRS Optronics designs and manufactures electro-optical targeting and
sighting systems and various missile components. Major programs of DRS Optronics
include:
o Night Vision Binoculars: DRS Optronics is currently under contract to
develop and manufacture these units for the Israeli military. The
Night Vision Binocular is a hand-held viewing binocular that
incorporates an image intensifier tube, laser range finder and digital
compass in a compact lightweight system suited for infantry units,
special forces and night operations involving forward observers and
reconnaissance patrols. The Night Vision Binocular displays range and
azimuth data in the soldier's eyepiece, allowing identification of
targets and providing essential fire support data for nighttime
engagement. These units have a range of 20 to 2,000 meters.
o Gunners' Auxiliary Sight: This is an electro-optical device used as a
primary or back-up sighting system on M-1 Abrams battle tanks and
contains a very sophisticated electro-optical train and a laser
protective filter. DRS Optronics has produced more than 2,000 of these
instruments and continues to operate as a repair and retrofit facility
for the M-1A2 upgrade program. Options for additional units under this
program may be exercised through fiscal 2000.
o TOW Optical Sight: DRS Optronics is currently the only U.S. qualified
producer of two of the three critical assemblies in this device. This
complex electro-optical system is the main component of the U.S.'s
premier antitank weapons system.
o TOW Traversing Unit: This unit provides target tracking accuracy for
the TOW antitank weapon, acting as the mount for the TOW Optical Sight
and the associated missile launch tube. DRS Optronics currently is the
only qualified manufacturer of this tightly toleranced assembly, and
currently is working on modification and retrofit programs. DRS
Optronics also has been contracted to modify a version for use by an
overseas customer.
o Eye-Safe Laser Range Finder: DRS Optronics competed against the U.S.
Army's historical primary laser supplier for this contract and was
awarded an initial contract for preproduction units. DRS Optronics
also is currently manufacturing a laser range finder/target designator
for airborne use in the MILES AGES program. This effort includes
redesigning the target designator unit to accommodate DRS Optronics'
laser components.
o Missile Components: EOSG originally provided only the primary mirrors
used in the nose-mounted infrared seeker of Sidewinder and Stinger
missiles. Development efforts have resulted in the ability to provide
increased content to include the secondary, tertiary and fold mirrors,
housing and nose dome. The Company is currently under contract to
produce infrared components and subassemblies on many of the
next-generation infrared missile systems.
6
DRS Hadland designs, manufactures and markets products for high-speed image
capture and analysis. Products include a comprehensive range of equipment for
the visual analysis of events lasting from hundreds of femtoseconds to
milliseconds. Many of these systems are used for multiple applications by
international military forces, ballistic test ranges, university and other
research institutes, laboratories and large corporations. DRS Hadland also
provides qualified airborne monitors, CCD cameras and airborne video tape
recording devices. Major products include:
o Framing Cameras: Framing cameras have the ability to take a sequence
of pictures at the same location at very high speeds. These cameras
are designed to produce images at equivalent speeds of several million
pictures per second, although in practice 4-8 frames are taken.
Framing cameras are used primarily for research in the areas of
electrical breakdown/discharge, ballistics, detonics and combustion.
o Electronic Ballistic Range Cameras: These cameras use digital imaging
to capture a single picture of a projectile in flight. Slower than
framing cameras but with better resolution, these cameras are used in
the development and proof testing of ballistics.
o Streak Cameras: These cameras are designed to capture quick events
analyzed over a very short, continuous period. Faster than framing or
range cameras, streak cameras are used to produce continuous cross
section images in one dimension, rather than full images, and are used
for such applications as laser development and testing.
Flight Safety and Communications
FS&C is headquartered in Carleton Place, Ontario, Canada, with locations in
Nepean, Ontario, Canada and Hayes, Middlesex, the United Kingdom. FS&C designs
and manufactures advanced flight safety systems, naval communications systems
and other advanced electronics primarily for defense and commercial aerospace
applications. Major products and services include:
o Aircraft Flight Incident Recorders: Designed to withstand the intense
destructive forces associated with an aircraft crash, deployable
flight incident recorders are flush-mounted to or located beneath the
airframe skin. Deployment commands provided by switch activation
trigger release of the unit and activation of the recorder. These
systems have been installed successfully on fighter aircraft such as
the German Tornado and the U.S. Navy F/A-18 Hornet and are used to
record both flight and voice data.
o Aircraft Crash Locator Beacons: Consisting of a composite airfoil
which encloses a radio transmitter and power source, crash locator
beacons are designed to deploy and activate either before or upon
impact. Used primarily on fixed-wing military aircraft, these crash
position locators enable rapid location of downed aircraft and the
timely rescue of survivors. FS&C also produces complete emergency
avionics systems, combining the functionality of a crash locator
beacon with a flight incident recorder for search, recovery and crash
analysis.
o Integrated Shipboard Communications Systems: Using the latest
available technology and COTS-based designs, FS&C produces integrated
digital shipboard communications systems which provide single-button
access to tactical interior, exterior and secured channels for joint
operations. These Shipboard Integrated Communications ("SHINCOM")
systems improve communication efficiency by eliminating the need for
multiple single-purpose communications systems, thus providing a
comprehensive system solution. FS&C's SHINCOM systems are capable of
handling shipboard interior communications; communications with other
aircraft, surface and undersea vessels; and satellite, UHF/VF, HF and
broadband communications with shore stations and cooperating units.
o Electronic Manufacturing and Systems Integration Services: FS&C is an
experienced provider of manufacturing, test and product support
services and currently performs contract manufacturing services for
various aerospace and military applications. FS&C's manufacturing
expertise and capabilities include: surface mount and through-hole
multi-layer CCA assembly; harness fabrication; power supply assembly
and testing; motherboard assembly and testing; and systems integration
services.
CUSTOMERS
A significant portion of the Company's products are sold to agencies of the
U.S. Government, primarily the Department of Defense, to foreign government
agencies or to prime contractors or subcontractors thereof. Approximately 74%,
71% and 78% of total consolidated revenues for fiscal 1998, 1997 and 1996,
respectively, were derived directly or indirectly from defense contracts for end
use by the U.S. Government and its agencies, principally the U.S. Navy. See
"Foreign Operations and Export Sales" below for information concerning sales to
foreign governments.
7
BACKLOG
The following table sets forth the Company's backlog by major product group
(including enhancements, modifications and related logistics support) at the
dates indicated:
MARCH 31, 1998 MARCH 31, 1997 MARCH 31, 1996
-------------- -------------- --------------
Government Products:
U.S. Government ............ $141,500,000 $ 85,900,000 $120,000,000
Foreign Government ......... 24,900,000 23,000,000 21,200,000
------------ ------------ ------------
166,400,000 108,900,000 141,200,000
Commercial Products ......... 11,000,000 9,500,000 4,400,000
------------ ------------ ------------
$177,400,000 $118,400,000 $145,600,000
============ ============ ============
"Backlog" refers to the aggregate revenues remaining to be earned at a
specified date under contracts held by the Company, including, for U.S.
Government contracts, the extent of the funded amounts thereunder which have
been appropriated by Congress and allotted to the contract by the procuring
Government agency. Backlog also includes all firm orders for commercial
products. Fluctuations in backlog generally relate to the timing and amount of
defense contract awards.
At March 31, 1998, the Company's backlog of orders was approximately $177.4
million compared with $118.4 million at March 31, 1997. The increase in backlog
was due primarily to a significant increase in bookings, most notably for
display workstations, offset, in part, by the effect of increased revenues. The
change in backlog also reflects approximately $23.4 million of acquired backlog
from the FS&C and DRS Hadland acquisitions. New contract awards of approximately
$228.6 million were booked during the fiscal year ended March 31, 1998.
Approximately 80% of backlog as of March 31, 1998 is expected to result in
revenues during fiscal 1999.
RESEARCH AND DEVELOPMENT
The defense electronics sector is subject to rapid technological changes,
and the Company's future success will depend in large part upon its ability to
improve existing product lines and to develop new products and technologies in
the same or related fields. Thus, the Company's technological expertise is an
important factor affecting its growth. A portion of its research and development
activities has taken place in connection with customer-sponsored research and
development contracts. Revenues recorded by the Company for customer-sponsored
research and development were approximately $12,000,000, $13,000,000 and
$12,100,000 for fiscal 1998, 1997 and 1996, respectively. All such
customer-sponsored activities are the result of contracts directly or indirectly
with the U.S. Government. The Company also invests in internal research and
development ("IR&D"). Such expenditures were approximately $4,000,000,
$3,900,000 and $600,000 for fiscal 1998, 1997 and 1996, respectively. The
increase in IR&D expenditures in fiscal 1998 and 1997 reflects the Company's
investment in new technology and the diversification of its products.
CONTRACTS
The Company's contracts are normally for production, service or
development. Production and service contracts are typically of the fixed-price
variety with development contracts currently of the cost-type variety. Because
of their inherent uncertainties and consequent cost overruns, development
contracts historically have been less profitable than production contracts.
Fixed-price contracts may provide for a firm-fixed price or they may be
fixed-price-incentive contracts. Under the firm-fixed-price contracts, the
Company agrees to perform for an agreed-upon price and, accordingly, derives
benefits from cost savings, but bears the entire risk of cost overruns. Under
the fixed-price-incentive contracts, if actual costs incurred in the performance
of the contracts are less than estimated costs for the contracts, the savings
are apportioned between the customer and the Company. However, if actual costs
under such a contract exceed estimated costs, excess costs are apportioned
between the customer and the Company up to a ceiling. The Company bears all
costs that exceed the ceiling.
Cost-type contracts typically provide for reimbursement of allowable costs
incurred plus a fee (profit). Unlike fixed-price contracts in which the Company
is committed to deliver without regard to performance cost, cost-type contracts
normally obligate the Company to use its best efforts to accomplish the scope of
work within a specified
8
time and a stated contract dollar limitation. In addition, U.S. Government
procurement regulations mandate lower profits for cost-type contracts because of
the Company's reduced risk. Under cost-plus-incentive-fee contracts, the
incentive may be based on cost or performance. When the incentive is based on
cost, the contract specifies that the Company is reimbursed for allowable
incurred costs plus a fee adjusted by a formula based on the ratio of total
allowable costs to target cost. Target cost, target fee, minimum and maximum fee
and adjustment formula are agreed upon when the contract is negotiated. In the
case of performance-based incentives, the Company is reimbursed for allowable
incurred costs plus an incentive, contingent upon meeting or surpassing stated
performance targets. The contract provides for increases in the fee to the
extent that such targets are surpassed and for decreases to the extent that such
targets are not met. In some instances, incentive contracts also may include a
combination of both cost and performance incentives. Under cost-plus-fixed-fee
contracts, the Company is reimbursed for costs and receives a fixed fee, which
is negotiated and specified in the contract. Such fees have statutory limits.
The percentages of revenues during fiscal 1998, 1997 and 1996 attributable
to the Company's contracts by contract type were as follows:
FISCAL YEARS ENDED MARCH 31,
------------------------------------------
1998 1997 1996
------ ------ -----
Firm-fixed-price ................... 85% 85% 87%
Cost-plus-incentive-fee ............ 4% 5% --
Cost-plus-fixed-fee ................ 11% 10% 13%
The consistent percentage and continued predominance of firm-fixed-price
contracts are reflective of the fact that production contracts comprise a
significant portion of the Company's U.S. Government contract portfolio.
The Company negotiates for and generally receives progress payments from
its customers of between 75-90% of allowable costs incurred on the previously
described contracts. Included in its reported revenues are certain amounts which
the Company has not billed to customers. These amounts, approximately $7.6
million, $3.8 million and $8.7 million as of March 31, 1998, 1997 and 1996,
respectively, consist of costs and related profits, if any, in excess of
progress payments for contracts on which sales are recognized on a
percentage-of-completion basis.
Under generally accepted accounting principles, all U.S. Government
contract costs, including applicable general and administrative expenses, are
charged to work-in-progress inventory and are written off to costs and expenses
as revenues are recognized. The Federal Acquisition Regulations ("FAR"),
incorporated by reference in U.S. Government contracts, provide that internal
research and development costs are allowable general and administrative
expenses. To the extent that general and administrative expenses are included in
inventory, research and development costs also are included. Unallowable costs,
pursuant to the FAR, have been excluded from costs accumulated on U.S.
Government contracts. Work-in-process inventory included general and
administrative costs (which include internal research and development costs) of
$10.1 million and $9.4 million at March 31, 1998 and 1997, respectively.
Defense contracts and subcontracts to which the Company is a party are
subject to audit, various profit and cost controls, and standard provisions for
termination at the convenience of the customer. Multiyear U.S. Government
contracts and related orders are subject to cancellation if funds for contract
performance for any subsequent year become unavailable. In addition, if certain
technical or other program requirements are not met in the developmental phases
of the contract, then the follow-on production phase may not be realized. Upon
termination other than for a contractor's default, the contractor normally is
entitled to reimbursement for allowable costs, but not necessarily all costs,
and to an allowance for the proportionate share of fees or earnings for the work
completed.
COMPETITION
The defense electronics sector is characterized by rapid technological
change. The Company's products are sold in markets containing a number of
competitors which are substantially larger than the Company, devote
substantially greater resources to research and development and generally have
greater financial resources. Certain competitors also are customers of and
suppliers to the Company. The extent of competition for any single project
generally varies according to the complexity of the product and the dollar
volume of the anticipated award. The Company believes that
9
it competes on the basis of the performance of its products, its reputation for
prompt and responsive contract performance, and its accumulated technical
knowledge and expertise. The Company's future success will depend in large part
upon its ability to improve existing product lines and to develop new products
and technologies in the same or related fields.
In the military sector, the Company competes with many large and mid-tier
defense contractors on the basis of product performance, cost, overall value,
delivery and reputation. As the size of the overall defense industry has
decreased in recent years, there has been an increase in the number of
consolidations and mergers of defense suppliers, and this trend is expected to
continue. As the industry consolidates, the large defense contractors are
narrowing their supplier base and awarding increasing portions of projects to
strategic mid- and lower-tier suppliers, and, in the process, are becoming
oriented more toward system integration and assembly. Management believes that
the Company has benefited from this trend, as evidenced by the formation of
strategic alliances with several large suppliers.
PATENTS
The Company has patents on certain of its commercial and data recording
products. The Company does not believe patent protection to be significant to
its current operations; however, future products and programs may generate the
need for patent protection. Similarly, the Company and its subsidiaries have
certain registered trademarks, none of which are considered significant to
current operations. Further, the Company does not believe that the loss,
impairment or expiration of any existing patents would have a material effect on
the Company's financial position or future results of operations.
MANUFACTURING AND SUPPLIERS
The Company's manufacturing process for its products, excluding optical
products, consists primarily of the assembly of purchased components and testing
of the product at various stages in the assembly process. Purchased components
include integrated circuits, circuit boards, sheet metal fabricated into
cabinets, resistors, capacitors, semiconductors, silicon wafers and other
conductive materials, insulated wire and cables. In addition, many of the
Company's products use machined castings and housings, motors and recording and
reproducing heads. Many of the purchased components are fabricated to Company
designs and specifications. The manufacturing process for the Company's optics
products includes the grinding, polishing and coating of various optical
materials and machining of metal components.
Although materials and purchased components generally are available from a
number of different suppliers, several suppliers are the Company's sole source
of certain components. If a supplier should cease to deliver such components,
other sources probably would be available; however, added cost and manufacturing
delays might result. The Company has not experienced significant production
delays attributable to supply shortages, but occasionally experiences quality
and other related problems with respect to certain components, such as
semiconductors and connectors. In addition, with respect to the Company's
optical products, certain exotic materials, such as germanium, zinc sulfide and
cobalt, may not always be readily available.
FOREIGN OPERATIONS AND EXPORT SALES
The Company currently sells several of its products and services in the
international marketplace to countries such as Canada, Israel, the Republic of
China and Spain. Foreign sales are derived under export licenses granted on a
case-by-case basis by the United States Department of State. The Company's
foreign contracts generally are payable in United States dollars. Export sales
were 10% or less of total revenues in each of the fiscal years in the three-year
period ended March 31, 1998.
Through the FS&C, the Company operates outside the United States, primarily
in Canada. Information on revenues, operating income and identifiable assets is
presented in Note 12 of Notes to Consolidated Financial Statements. Foreign
operations other than those of FS&C are not material to the financial position
or results of operations of the Company.
The addition of international businesses involve additional risks for the
Company, such as exposure to currency fluctuations, future investment
obligations and changes in foreign economic and political environments. In
addition, international transactions frequently involve increased financial and
legal risks arising from stringent contractual terms and conditions and widely
different legal systems, customs and practices in foreign countries (see
Management's Discussion & Analysis of Financial Condition and Results of
Operations--Business Considerations).
10
EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the executive officers of the Company, their positions
and offices with the Company, and their ages are set forth below:
NAME POSITIONS WITH THE COMPANY AGE
---- -------------------------- ---
Mark S. Newman ........ Chairman of the Board, President, Chief Executive 48
Officer and Director
Nina L. Dunn .......... Executive Vice President, General Counsel 51
and Secretary
Nancy R. Pitek ........ Vice President, Finance and Treasurer 41
Paul G. Casner, Jr. ... Vice President; President of DRS Electronic 60
Systems Group
Stuart F. Platt ....... Vice President and Director; President of DRS Data 64
Systems Group
Richard Ross .......... Vice President; President of DRS Electro-Optical 43
Systems Group
Mark S. Newman has been employed by the Company since 1973, was named Vice
President, Finance, Chief Financial Officer and Treasurer in 1980 and Executive
Vice President in 1987. Mr. Newman became a Director of the Company in 1988. In
May 1994, Mr. Newman became the President and Chief Executive Officer of the
Company and in August 1995 became Chairman of the Board.
Nina L. Dunn joined the Company as Executive Vice President, General
Counsel and Secretary in July 1997. Prior to joining DRS, Ms. Dunn was a
director in the corporate law department of Hannoch Weisman, a Professional
Corporation, since 1993, where she served as the Company's outside legal
counsel. Ms. Dunn is admitted to practice law in New York and New Jersey and is
a member of the American, New York State and New Jersey State Bar Associations.
Nancy R. Pitek joined the Company in 1984 as Manager of Accounting. She
became Assistant Controller in 1985 and Director of Internal Audit in 1988. Ms.
Pitek became Director of Corporate Finance in 1990 and Controller in 1993. In
May 1994, she was appointed to the position of Treasurer and in May 1996 was
named Vice President, Finance.
Paul G. Casner, Jr. joined the Company in 1993 as President of Technology
Applications and Service Company ("TAS"), now DRS Electronic Systems, Inc. In
1994, he also became President of the DRS Electronic Systems Group and a Vice
President of the Company. Mr. Casner has over 30 years of experience in the
defense electronics industry and has held positions in engineering, marketing
and general management.
Stuart F. Platt has been a director of the Company since 1991 and became
the President of DRS Precision Echo, Inc. in July 1992. He was named Vice
President of the Company in May 1994 and also serves as President of the DRS
Data Systems Group. Rear Admiral Platt held various high level positions as a
military officer in the Department of the Navy, retiring as Competition Advocate
General of the Navy in 1987.
Richard Ross joined the Company as Assistant Vice President and Director of
Sales in 1986 and Assistant Vice President, Corporate Development in 1987. In
1988, he became a Vice President of the Company, and in 1990, he became
President of DRS Photronics, Inc. Mr. Ross also serves as President of the DRS
Electro-Optical Systems Group.
EMPLOYEES
As of March 31, 1998, the Company had approximately 1,470 employees, 1,045
of which were located in the United States. None of the Company's employees are
represented by labor unions, and the Company has experienced no work stoppages.
There is a continuing demand for qualified technical personnel, and the Company
believes that its future growth and success will depend upon its ability to
attract, train and retain such personnel.
11
ITEM 2. PROPERTIES
The Company leases the following properties:
SUBSIDIARY APPROXIMATE
OR SQUARE
DIVISION LOCATION ACTIVITIES FOOTAGE EXPIRATION
-------- -------- ---------- ------- ----------
Corporate
DRS Technologies, Inc. Parsippany, New Jersey Corporate Headquarters 10,800 Fiscal 2003
ESG
DRS Electronic Systems, Inc. Gaithersburg, Maryland Administrative, 40,000 Fiscal 2000
Engineering and
Manufacturing
DRS Technologies, Inc. Arlington, Virginia Administrative and 2,000 Fiscal 2000
Marketing
DRS Laurel Technologies Johnstown, Pennsylvania Administrative and 38,000 Fiscal 1999
Manufacturing
DRS Laurel Technologies Davidsville, Pennsylvania Manufacturing 65,800 Fiscal 1999
DRS Technical Services, Inc. San Diego, California Engineering Support 5,000 Fiscal 2000
Services
DRS Technical Services Chesapeake, Virginia Field Service and 20,600 Fiscal 2005
Engineering Support
EOSG
DRS Photronics, Inc. Oakland, New Jersey Administrative and 25,400 Fiscal 2003
Engineering
DRS Photronics, Inc. Oakland, New Jersey Administrative and 36,000 Fiscal 2003
Manufacturing
DRS Optronics, Inc. Palm Bay, Florida Administrative, 53,900 Fiscal 2006
Engineering and
Manufacturing
DRS Hadland, Inc. Cupertino, California Sales and Field Service 500 Fiscal 1999
DRS Hadland GmbH Munich, Germany Sales and Field Service 500 (1)
DSG
DRS Precision Echo, Inc. Santa Clara, California Administrative, 55,000 Fiscal 2001
Engineering and
Manufacturing
DRS Ahead Technology, Inc. San Jose, California Administrative, 32,000 Fiscal 2001
Product Development
and Manufacturing
DRS Ahead Technology, Inc. Plymouth, Minnesota Administrative and 13,700 Fiscal 2003
Manufacturing
DRS Ahead Technology, Inc. St. Croix Falls, Wisconsin Administrative and 24,000 Fiscal 2000
Manufacturing
DRS Ahead Technology, Inc. Dassel, Minnesota Administrative and 23,100 Fiscal 2002
Manufacturing
DRS Ahead Technology, Inc. Bloomington, Illinois Manufacturing 5,400 Fiscal 2000
FS&C
DRS Flight Safety and Kanata, Ontario, Canada Administrative, 70,000 Fiscal 1999
Communications Manufacturing and
Engineering
DRS Technologies (UK) Ltd. Middlesex, United Kingdom Administrative and 6,800 Fiscal 2001
Manufacturing
- ----------
Note: (1) Lease has no set expiration date. Three months notice is required to terminate lease.
12
During July 1998, in connection with the expiration of the lease for the
Kanata, Ontario, Canada facility, FS&C will relocate a substantial portion of
the Kanata operations to its facility in Carleton Place, Ontario, Canada and the
remainder to a leased facility in Nepean, Ontario, Canada.
The Company leases the building in Oakland, New Jersey from LDR Realty Co.,
a partnership wholly-owned by Leonard Newman and David E. Gross, co-founders of
the Company. The Company believes that this lease was consummated on terms no
less favorable than those that could have been obtained by the Company from an
unrelated third party in a transaction negotiated on an arms-length basis.
The Company owns the following properties:
SUBSIDIARY APPROXIMATE
OR SQUARE
DIVISION LOCATION ACTIVITIES FOOTAGE
-------- -------- ---------- -------
DSG
DRS Ahead Technology, Inc. Razlog, Bulgaria Manufacturing 64,100
EOSG
DRS Hadland Ltd. Tring, Hertfordshire, Administrative, 7,500
United Kingdom Engineering and
Manufacturing
FS&C
DRS Flight Safety and Carleton Place, Ontario, Canada Administrative and 128,500
Communications Manufacturing
In fiscal 1998, the Company sold its 45,000 square foot building in
Hauppauge, New York, which previously housed DRS Photronics' administrative,
engineering and manufacturing operations (see Note 10 of Notes to Consolidated
Financial Statements).
Management believes that all of the Company's facilities are in good
condition, adequate for their intended use and sufficient for the Company's
immediate needs. It is not certain as to whether the Company will negotiate new
leases as existing leases expire. Determinations to that effect will be made as
existing leases approach expiration and will be based on an assessment of the
Company's capacity requirements at that time. Further, the Company believes that
it can obtain additional space, if necessary, based on prior experience and
current real estate market conditions.
Substantially all assets of the Company, including those properties
identified above, are pledged as collateral on borrowings of the Company (see
Note 6 of Notes to Consolidated Financial Statements).
ENVIRONMENTAL PROTECTION
The Company believes that its manufacturing operations and properties are,
in all material respects, in compliance with existing federal, state and local
provisions enacted or adopted to regulate the discharge of materials into the
environment or otherwise protect the environment. Such compliance has been
achieved without material effect on the Company's earnings or competitive
position.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal actions and claims arising in the
ordinary course of its business. In the Company's opinion, the Company has
adequate legal defenses for each of the actions and claims and believes that
their ultimate disposition will not have a material adverse effect on the
Company's consolidated financial position or results of operations.
In April and May of 1998, subpoenas were issued to the Company by the
United States Attorney for the Eastern District of New York seeking documents
related to certain equipment manufactured by DRS Photronics. The subpoenas were
issued in connection with United States v. Tress, a case involving a DRS
Photronics employee and related to the accuracy of test data for the equipment.
To date, no claim has been made or threatened against the Company in connection
with this matter. At this time, the Company is unable to determine if any such
claim will be made. DRS Photronics currently is unable to ship certain equipment
related to the case, resulting in delays in the Company's recognition of
revenues. At this time, the Company is unable to quantify the effect of the
delayed shipments on its results of operations or financial position, or to
predict when such shipments ultimately will be made, although the delays are
expected to impact fiscal 1999's first quarter results.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 31, 1998.
13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company has not paid any cash dividends since 1976. The Company intends
to retain future earnings for use in its business and does not expect to declare
cash dividends on its Common Stock in the foreseeable future. The indentures
relating to the Company's 8-1/2% Convertible Subordinated Debentures and 9%
Senior Subordinated Convertible Debentures and the Company's bank lines of
credit restrict the Company's ability to pay dividends or make other
distributions on its Common Stock. See Note 6 of Notes to Consolidated Financial
Statements for information concerning restrictions on the declaration or payment
of dividends. Any future declaration of dividends will be subject to the
discretion of the Board of Directors of the Company. The timing, amount and form
of any future dividends will depend, among other things, on the Company's
results of operations, financial condition, cash requirements, plans of
expansion and other factors deemed relevant by the Board of Directors.
The information required by this item with respect to the market prices for
the Company's common equity securities is incorporated herein by reference to
page 41 of the DRS 1998 Annual Report (for the fiscal year ended March 31,
1998).
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference herein
to page 14 of the DRS 1998 Annual Report (for the fiscal year ended March 31,
1998).
ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The information required by this item is incorporated by reference herein
to pages 15 through 23 of the DRS 1998 Annual Report (for the fiscal year ended
March 31, 1998).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference herein
to pages 24 through 41 of the DRS 1998 Annual Report (for the fiscal year ended
March 31, 1998).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
14
PART III
The information required by Items 10. through 13. of this Part is
incorporated herein by reference to the Definitive Proxy Statement of the
Company, dated July 2, 1998, for the 1998 Annual Meeting of Stockholders.
Reference also is made to the information under "Executive Officers of the
Registrant" in Part I of this report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report
1. Financial Statements
The following financial statements of DRS Technologies, Inc. and
subsidiaries have been incorporated by reference to the DRS 1998
Annual Report (for the fiscal year ended March 31, 1998), pursuant to
Item 8 of this report:
1998 ANNUAL
REPORT PAGE(S)
--------------
Independent Auditors' Report 42
Consolidated Balance Sheets--March 31, 1998 and 1997 24
Consolidated Statements of Earnings--Years Ended March 31,
1998, 1997 and 1996 25
Consolidated Statements of Stockholders' Equity--Years
Ended March 31, 1998, 1997 and 1996 25
Consolidated Statements of Cash Flows--Years Ended March 31,
1998, 1997 and 1996 26
Notes to Consolidated Financial Statements 27-41
2. Financial Statement Schedules See Appendix A hereto.
3. Exhibits
Incorporated by reference to the Exhibit Index at the end of this
report.
(b) Reports on Form 8-K
Filed as of January 12, 1998: Amendment No. 1 to Current Report on
Form 8-K dated as of October 29, 1997, with respect to the acquisition
of the net assets of the Applied Systems Division of Spar Aerospace
Limited, a Canadian corporation, and 100% of the stock of Spar
Aerospace (UK) Ltd.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DRS TECHNOLOGIES, INC.
Dated: June 26, 1998
/s/ MARK S. NEWMAN
---------------------------------------
Mark S. Newman, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MARK S. NEWMAN Chairman of the Board, President, June 26, 1998
- ----------------------- Chief Executive Officer and Director
Mark S. Newman
/s/ NANCY R. PITEK Vice President, Finance and Treasurer June 26, 1998
- -----------------------
Nancy R. Pitek
/s/ IRA ALBOM Director June 26, 1998
- -----------------------
Ira Albom
/s/ THEODORE COHN Director June 26, 1998
- -----------------------
Theodore Cohn
/s/ DONALD C. FRASER Director June 26, 1998
- -----------------------
Donald C. Fraser
/s/ WILLIAM F. HEITMANN Director June 26, 1998
- -----------------------
William F. Heitmann
/s/ MARK N. KAPLAN Director June 26, 1998
- -----------------------
Mark N. Kaplan
/s/ STUART F. PLATT Vice President, President of DRS Data June 26, 1998
- ----------------------- Systems Group and Director
Stuart F. Platt
/s/ JACK RACHLEFF Director June 26, 1998
- -----------------------
Jack Rachleff
16
APPENDIX A
DRS TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
Independent Auditors' Report
Financial Statement Schedules
Schedule II--Valuation and Qualifying Accounts
All other financial statement schedules have been omitted because they are
either not required, not applicable or the required information is shown in the
consolidated financial statements or the notes thereto.
A-1
INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED
FINANCIAL STATEMENT SCHEDULE
The Board of Directors and Stockholders
DRS Technologies, Inc.:
Under date of May 11, 1998, we reported on the consolidated balance sheets
of DRS Technologies, Inc. and subsidiaries as of March 31, 1998 and 1997, and
the related consolidated statements of earnings, stockholders' equity and cash
flows for each of the years in the three-year period ended March 31, 1998, as
contained in the 1998 Annual Report to stockholders. These consolidated
financial statements and our report thereon are incorporated by reference in the
Annual Report on Form 10-K for the fiscal year 1998. In connection with our
audits of the aforementioned consolidated financial statements we also have
audited the related consolidated financial statement schedule as listed in the
accompanying index. The consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on the consolidated financial statement schedule based on our audits.
In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
KPMG Peat Marwick LLP
Short Hills, New Jersey
May 11, 1998
DRS TECHNOLOGIES, INC. AND SUBSIDIARIES
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
COL. A COL. B COL. C COL. D COL. E
ADDITIONS (a) DEDUCTIONS (b)
--------------------------- ---------------------------
(1) (2) (1) (2)
CHARGED TO CREDITED TO
BALANCE AT CHARGED TO OTHER CREDITED TO OTHER BALANCE AT
BEGINNING OF COSTS AND ACCOUNTS-- COSTS AND ACCOUNTS-- END OF
DESCRIPTION PERIOD EXPENSES DESCRIBE EXPENSES DESCRIBE PERIOD
------------- ------------- ------------- ------------- ------------- ------------- -------------
INVENTORY RESERVE
Year ended March 31, 1998 .......... $ 741,000 $ 666,000 $ 988,000(c) $ 532,000 $ 166,000(d) $1,695,000
Year ended March 31, 1997 .......... $1,069,000 $ 46,000 $2,166,000(c) $ 400,000 $2,138,000(d) $ 741,000
Year ended March 31, 1996 .......... $1,400,000 $ 670,000 $2,139,000(c) $ 8,000 $3,132,000(d) $1,069,000
LOSSES & FUTURE COSTS ACCRUED ON
UNCOMPLETED CONTRACTS
Year ended March 31, 1998 .......... $2,204,000 $4,834,000 $ 166,000(c) $2,346,000 $ 738,000(e) $4,120,000
Year ended March 31, 1997 .......... $3,850,000 $1,564,000 $ 16,000(c) $1,060,000 $2,166,000(e) $2,204,000
Year ended March 31, 1996 .......... $4,555,000 $2,026,000 $ 353,000(c) $ 945,000 $2,139,000(e) $3,850,000
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Year ended March 31, 1998 .......... $ 136,000 $ 313,000 $ 71,000(c) $ 34,000 $ -- $ 486,000
Year ended March 31, 1997 .......... $ 136,000 $ -- $ -- $ -- $ -- $ 136,000
Year ended March 31, 1996 .......... $ 129,000 $ 7,000 $ -- $ -- $ -- $ 136,000
OTHER
Year ended March 31, 1998 .......... $ 0 $ -- $ -- $ -- $ -- $ 0
Year ended March 31, 1997 .......... $ 0 $ -- $ -- $ -- $ -- $ 0
Year ended March 31, 1996 .......... $ 290,000 $ -- $ -- $ 290,000 $ -- $ 0
- -------------------
(a) Represents, on a full-year basis, net credits to reserve accounts.
(b) Represents, on a full-year basis, net charges to reserve accounts.
(c) Represents amounts reclassified from related reserve accounts.
(d) Represents amounts utilized and credited to related asset accounts.
(e) Represents amounts reclassified to related reserve accounts.
EXHIBIT INDEX
Certain of the following exhibits, designated with an asterisk (*) are
filed herewith. Certain of the following exhibits, designated with a "P", are
being filed on paper, pursuant to a hardship exemption under Rule 202 of
Regulation S-T. The exhibits not so designated have been previously filed with
the Commission and are incorporated herein by reference to the documents
indicated in brackets following the descriptions of such exhibits.
PAGE NO.
EXHIBIT NO. DESCRIPTION OF PAPER FILING
----------- ----------- ---------------
3.1 -- Restated Certificate of Incorporation of the
Company [Registration Statement No. 2-70062-NY,
Amendment No. 1, Exhibit 2(a)]
3.2 -- Certificate of Amendment of the Restated
Certificate of Incorporation of the Company, as
filed July 7, 1983 [Registration Statement on Form
8-A of the Company, dated July 13, 1983, Exhibit
2.2]
3.3 -- Composite copy of the Restated Certificate of
Incorporation of the Company, as amended
[Registration Statement No. 2-85238, Exhibit 3.3]
3.4 -- Amended and Restated Certificate of Incorporation
of the Company, as filed April 1, 1996
[Registration Statement No. 33-64641,
Post-Effective Amendment No. 1, Exhibit 3.4]
3.5 -- By-laws of the Company, as amended to November 7,
1994 [Form 10-K, fiscal year ended March 31, 1995,
File No. 1-8533, Exhibit 3.4]
3.6 -- Certificate of Amendment of the Certificate of
Incorporation of Precision Echo Acquisition Corp.,
as filed March 10, 1995 [Form 10-K, fiscal year
ended March 31, 1995, File No. 1-8533, Exhibit
3.5]
3.7 -- Form of Advance Notice By-Laws of the Company
[Form 10-Q, quarter ended December 31, 1995, File
No. 1-8533, Exhibit 3]
3.8 -- Amended and Restated By-Laws of the Company, as of
April 1, 1996 [Registration Statement No.
33-64641, Post-Effective Amendment No. 1, Exhibit
3.8]
4.1 -- Indenture, dated as of September 22, 1995, between
the Company and The Trust Company of New Jersey,
as Trustee, in respect of the Company's 9% Senior
Subordinated Convertible Debentures Due 2003
[Registration Statement No.33-64641, Amendment No.
1, Exhibit 4.1]
4.2 -- Form of 9% Senior Subordinated Convertible
Debenture Due 2003 (included as part of Exhibit
4.1)[Registration Statement No.33-64641, Amendment
No. 1, Exhibit 4.2]
4.3 -- Registration Rights Agreement, dated as of
September 22, 1995 between the Company and Forum
Capital Markets L.P.[Registration Statement
No.33-64641, Amendment No. 1, Exhibit 4.3]
PAGE NO.
EXHIBIT NO. DESCRIPTION OF PAPER FILING
----------- ----------- ---------------
10.1 -- Stock Purchase Agreement, dated as of August 6,
1993, among TAS Acquisition Corp., Technology
Applications and Service Company, Paul G. Casner,
Jr. and Terrence L. DeRosa [Form 10-Q, quarter
ended December 31, 1993, File No. 1-8533, Exhibit
6(a)(1)]
10.2 -- Waiver Letter, dated as of September 30, 1993,
among TAS Acquisition Corp., Technology
Applications and Service Company, Paul G. Casner,
Jr. and Terrence L. DeRosa [Form 10-Q, quarter
ended December 31, 1993, File No. 1-8533, Exhibit
6(a)(2)]
10.3 -- Joint Venture Agreement, dated as of November 3,
1993, by and between DRS Systems Management
Corporation and Laurel Technologies, Inc. [Form
10-Q, quarter ended December 31, 1993, File No.
1-8533, Exhibit 6(a)(3)]
10.4 -- Waiver Letter, dated as of December 13, 1993, by
and between DRS Systems Management Corporation and
Laurel Technologies, Inc. [Form 10-Q, quarter
ended December 31, 1993, File No. 1-8533, Exhibit
6(a)(4)]
10.5 -- Partnership Agreement, dated December 13, 1993, by
and between DRS Systems Management Corporation and
Laurel Technologies, Inc. [Form 10-Q, quarter
ended December 31, 1993, File No. 1-8533, Exhibit
6(a)(5)]
10.6 -- Lease, dated June 28, 1979, between the Company
and J.L. Williams & Co., Inc. ("Williams")
[Registration Statement No. 2-70062-NY, Exhibit
9(b)(4)(i)]
10.7 -- Lease, dated as of June 1, 1983, between LDR
Realty Co. and the Company [Form 10-K, fiscal year
ended March 31, 1984, File No. 1-8533, Exhibit
10.7]
10.8 -- Renegotiated Lease, dated June 1, 1988, between
LDR Realty Co. and the Company [Form 10-K, fiscal
year ended March 31, 1989, File No. 1-8533,
Exhibit 10.8]
10.9 -- Lease, dated July 20, 1988, between Precision
Echo, Inc. and Bay 511 Corporation [Form 10-K,
fiscal year ended March 31, 1991, File No. 1-8533,
Exhibit 10.9]
10.10 -- Amendment to Lease, dated July 1, 1993, between
Precision Echo, Inc. and Bay 511 Corporation [Form
10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.12]
10.11 -- Second Amendment to Lease, dated October 17, 1995
between Precision Echo, Inc. and Bay 511
Corporation [Registration Statement No.33-64641,
Amendment No. 1, Exhibit 10.11]
10.12 -- Lease Modification Agreement, dated February 22,
1994, between Technology Applications and Service
Company and Atlantic Real Estate Partners II [Form
10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.13]
PAGE NO.
EXHIBIT NO. DESCRIPTION OF PAPER FILING
----------- ----------- ---------------
10.13 -- Amendment to Lease Modification, dated June 1,
1994, between Technology Applications and Service
Company and Atlantic Estate Partners II [Form
10-K, fiscal year ended March 31, 1995, File No.
1-8533, Exhibit 10.11]
10.14 -- Triple Net Lease, dated October 22, 1991, between
Technology Applications and Service Company and
Marvin S. Friedberg [Form 10-K, fiscal year ended
March 31, 1994, File No. 1-8533, Exhibit 10.14]
10.15 -- Lease, dated November 10, 1993, between DRS
Systems Management Corp. and Skateland Roller
Rink, Inc. [Form 10-K, fiscal year ended March 31,
1994, File No. 1-8533, Exhibit 10.17]
10.16 -- Lease, dated March 23, 1992, between Ahead
Technology Corporation and Vasona Business Park
[Form 10-K, fiscal year ended March 31, 1995, File
No. 1-8533, Exhibit 10.15]
10.17 -- Amendment to Lease, dated May 21, 1992, between
Ahead Technology Corporation and Vasona Business
Park [Form 10-K, fiscal year ended March 31, 1995,
File No. 1-8533, Exhibit 10.16]
10.18 -- Revision to Lease Modification, dated August 25,
1992, between Ahead Technology Corporation and
Vasona Business Park [Form 10-K, fiscal year ended
March 31, 1995, File No. 1-8533, Exhibit 10.17]
10.19 -- Lease, dated January 13, 1995, between the Company
and Sammis New Jersey Associates [Form 10-K,
fiscal year ended March 31, 1995, File No. 1-8533,
Exhibit 10.18]
10.20 -- Lease, dated April 3, 1996, by and between the
Company and Los Alamos Economic Development
Corporation [Form 10-K, fiscal year ended March
31, 1996, File No. 1-8533, Exhibit 10.20]
10.21 -- 1991 Stock Option Plan of the Company
[Registration Statement No. 33-42886, Exhibit
28.1]
10.22 -- Contract No. N00024-92-C-6102, dated September 28,
1992, between the Company and the Navy [Form 10-K,
fiscal year ended March 31, 1993, File No. 1-8533,
Exhibit 10.45]
10.23 -- Modification No. P00005, dated August 24, 1994, to
Contract No. N00024-92-C-6102 [Form 10-K, fiscal
year ended March 31, 1995, File No. 1-8533,
Exhibit 10.22]
10.24 -- Modification No. P00006, dated September 7, 1994,
to Contract No. N00024-92-C6102 [Form 10-K, fiscal
year ended March 31, 1995, File No. 1-8533,
Exhibit 10.23]
10.25 -- Contract No. N00024-92-C-6308, dated April 1,
1992, between the Company and the Navy [Form 10-K,
fiscal year ended March 31, 1993, File No. 1-8533,
Exhibit 10.46]
10.26 -- Modification No. P00001, dated July 30, 1992, to
Contract No. N00024-92-C-6308 [Form 10-K, fiscal
year ended March 31, 1993, File No. 1-8533,
Exhibit 10.47]
10.27 -- Modification No. P00002, dated September 25, 1992,
to Contract No. N00024-92-C-6308 [Form 10-K,
fiscal year ended March 31, 1993, File No. 1-8533,
Exhibit 10.48]
10.28 -- Modification No. P00003, dated October 22, 1992,
to Contract No. N00024-92-C-6308 [Form 10-K,
fiscal year ended March 31, 1993, File No. 1-8533,
Exhibit 10.49]
PAGE NO.
EXHIBIT NO. DESCRIPTION OF PAPER FILING
----------- ----------- ---------------
10.29 -- Modification No. P00004, dated February 24, 1993,
to Contract No. N00024-92-C-6308 [Form 10-K,
fiscal year ended March 31, 1993, File No. 1-8533,
Exhibit 10.50]
10.30 -- Modification No. P00005, dated June 11, 1993, to
Contract No. N00024-92-C-6308 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.26]
10.31 -- Modification No. P00006, dated March 26, 1993, to
Contract No. N00024-92-C-6308 [Form 10-K, fiscal
year ended March 31, 1993, File No. 1-8533,
Exhibit 10.51]
10.32 -- Modification No. P00007, dated May 3, 1993, to
Contract No. N00024-92-C-6308 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.28]
10.33 -- Modification No. PZ0008, dated June 11, 1993, to
Contract No. N00024-92-C-6302 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.29]
10.34 -- Contract No. N39998-94-C-2228, dated November 30,
1993, between the Company and the Navy [Form 10-K,
fiscal year ended March 31, 1994, File No. 1-8533,
Exhibit 10.30]
10.35 -- Order No. 87KA-SG-51484, dated December 10, 1993,
under Contract No. N00024-93-G-6336, between the
Company and Westinghouse Electric Corporation
Oceanic Division [Form 10-K, fiscal year ended
March 31, 1994, File No. 1-8533, Exhibit 10.31]
10.36 -- Purchase Order Change Notice Order No.
87KA-SX-51484-P, dated April 21, 1994, under
Contract No. N00024-93-G-6336, between the Company
and Westinghouse Electric Corporation Oceanic
Division [Form 10-K, fiscal year ended March 31,
1995, File No. 1-8533, Exhibit 10.35]
10.37 -- Letter Subcontract No. 483901(L), dated February
18, 1994, under Contract No. N00024-94-D-5204,
between the Company and Unisys Government Systems
Group [Form 10-K, fiscal year ended March 31,
1994, File No. 1-8533, Exhibit 10.32]
10.38 -- Subcontract No. 483901(D), dated June 24, 1994,
under Contract No. N00024-94-D-5204, between the
Company and Unisys Corporation Government Systems
Group [Form 10-K, fiscal year ended March 31,
1995, File No. 1-8533, Exhibit 10.37]
10.39 -- Contract No. N00019-90-G-0051, dated March 1,
1990, between Precision Echo, Inc. and the Navy
[Form 10-K, fiscal year ended March 31, 1994, File
No. 1-8533, Exhibit 10.35]
10.40 -- Amendment 1A, dated February 26, 1992, to Contract
No. N00019-90-G-0051 [Form 10-K, fiscal year ended
March 31, 1994, File No. 1-8533, Exhibit 10.36]
10.41 -- Amendment 1B, dated April 23, 1993, to Contract
No. N00019-90-G-0051 [Form 10-K, fiscal year ended
March 31, 1994, File No. 1-8533, Exhibit 10.37]
10.42 -- Contract No. N00019-93-C-0041, dated January 29,
1993, between Photronics Corp. and the Navy [Form
10-K, fiscal year ended March 31, 1993, File No.
1-8533, Exhibit 10.54]
10.43 -- Modification No. P00001, dated March 29, 1993, to
Contract No. N00019-93-C-0041 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.39]
PAGE NO.
EXHIBIT NO. DESCRIPTION OF PAPER FILING
----------- ----------- ---------------
10.44 -- Modification No. PZ0002, dated November 12, 1993,
to Contract No. N00019-93-C-0041 [Form 10-K,
fiscal year ended March 31, 1994, File No. 1-8533,
Exhibit 10.40]
10.45 -- Modification No. P00003, dated February 1, 1994,
to Contract No. N00019-93-C-0041 [Form 10-K,
fiscal year ended March 31, 1994, File No. 1-8533,
Exhibit 10.41]
10.46 -- Modification No. P00004, dated January 29, 1993,
to Contract No. N00019-93-C-0041 [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.46]
10.47 -- Modification No. P00005, dated January 29, 1993,
to Contract No. N00019-93-C-0041 [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.47]
10.48 -- Modification No. P00006, dated March 20, 1996, to
Contract No. N00019-93-C-0041 [Form 10-K, fiscal
year ended March 31, 1996, File No. 1-8533,
Exhibit 10.48]
10.49 -- Contract No. N00019-93-C-0202, dated August 30,
1993, between Photronics Corp. and the Navy [Form
10-K, fiscal year ended March 31, 1994, File No.
1-8533, Exhibit 10.42]
10.50 -- Modification No. P00001, dated March 30, 1994, to
Contract No. N00019-93-C-0202 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.43]
10.51 -- Modification No. P00002, dated April 29, 1994, to
Contract No. N00019-93-C-0202 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.44]
10.52 -- Modification No. P00003, dated August 9, 1994, to
Contract No. N00019-93-C-0202 [Form 10-K, fiscal
year ended March 31, 1995, File No. 1-8533,
Exhibit 10.55]
10.53 -- Modification No. P00004, dated March 30, 1994, to
Contract No. N00019-93-C-0202 [Form 10-K, fiscal
year ended March 31, 1995, File No. 1-8533,
Exhibit 10.56]
10.54 -- Modification No. P00005, dated August 30, 1993, to
Contract No. N00019-93-C-0202 [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.53]
10.55 -- Modification No. P00006, dated August 30, 1993, to
Contract No. N00019-93-C-0202 [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.54]
10.56 -- Contract No. N00024-93-C-5204, dated November 18,
1992, between Technology Applications and Service
Company and the Navy [Form 10-K, fiscal year ended
March 31, 1994, File No. 1-8533, Exhibit 10.53]
10.57 -- Modification No. P00001, dated May 6, 1993, to
Contract No. N00024-93-C-5204 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.54]
10.58 -- Modification No. P00002, dated August 24, 1993, to
Contract No. N00024-93-C-5204 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.55]
10.59 -- Modification No. PZ0003, dated September 30, 1993,
to Contract No. N00024-93-C-5204 [Form 10-K,
fiscal year ended March 31, 1994, File No. 1-8533,
Exhibit 10.56]
PAGE NO.
EXHIBIT NO. DESCRIPTION OF PAPER FILING
----------- ----------- ---------------
10.60 -- Contract No. N00174-94-D-0006, dated February 17,
1994, between Technology Applications & Service
Company and the Navy [Form 10-K, fiscal year ended
March 31, 1994, File No. 1-8533, Exhibit 10.57]
10.61 -- Modification No. P00001, dated March 7, 1994, to
Contract No. N00174-94-D-0006 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.58]
10.62 -- Modification No. P00003, dated May 19, 1994, to
Contract No. N00174-94-D-0006 [Form 10-K, fiscal
year ended March 31, 1994, File No. 1-8533,
Exhibit 10.59]
10.63 -- Purchase Order No. 2285, dated June 6, 1994,
between Photronics Corp. and International
Precision Products N.V. [Form 10-K, fiscal year
ended March 31, 1995, File No. 1-8533, Exhibit
10.73]
10.64 -- Amendment No. 1, dated January 30, 1996, to
Purchase Order No. 2285 [Form 10-K, fiscal year
ended March 31, 1996, File No. 1-8533, Exhibit
10.64]
10.65 -- Purchase Order No. 2286, dated June 6, 1994,
between Photronics Corp. and International
Precision Products N.V. [Form 10-K, fiscal year
ended March 31, 1995, File No. 1-8533, Exhibit
10.75]
10.66 -- Purchaser Order No. CN74325, dated December 14,
1994, between Precision Echo and Lockheed
Aeronautical Systems Company [Form 10-K, fiscal
year ended March 31, 1995, File No. 1-8533,
Exhibit 10.76]
10.67 -- Amendment, dated February 14, 1995, to Purchase
Order No. CN74325, between Precision Echo and
Lockheed Aeronautical Systems Company
[Registration Statement No.33-64641, Amendment No.
1, Exhibit 10.67]
10.68 -- Amendment, dated April 4, 1995, to Purchase Order
No. CN74325, between Precision Echo and Lockheed
Aeronautical Systems Company [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.68]
10.69 -- Amendment, dated June 20, 1995, to Purchase Order
No. CN74325, between Precision Echo and Lockheed
Aeronautical Systems Company [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.69]
10.70 -- Amendment, dated September 28, 1995, to Purchase
Order No. CN74325, between Precision Echo and
Lockheed Aeronautical Systems Company
[Registration Statement No.33-64641, Amendment No.
1, Exhibit 10.70]
10.71 -- Amendment, dated November 7, 1995, to Purchase
Order No. CN74325, between Precision Echo and
Lockheed Aeronautical Systems Company
[Registration Statement No.33-64641, Amendment No.
1, Exhibit 10.71]
10.72 -- Contract No. N39998-94-C-2239, dated July 26,
1993, between the Company and the Navy [Form 10-K,
fiscal year ended March 31, 1995, File No. 1-8533,
Exhibit 10.77]
10.73 -- Contract No. N00019-95-C-0057, dated December 16,
1994, between Precision Echo, Inc. and Naval Air
Systems Command [Form 10-K, fiscal year ended
March 31, 1995, File No. 1-8533, Exhibit 10.78]
10.74 -- Employment, Non-Competition and Termination
Agreement, dated July 20, 1994, between
Diagnostic/Retrieval Systems, Inc. and David E.
Gross [Form 10-Q, quarter ended June 30, 1994,
File No. 1-8533, Exhibit 1]
10.75 -- Stock Purchase Agreement, dated as of July 20,
1994, between Diagnostic/Retrieval Systems, Inc.
and David E. Gross [Form 10-Q, quarter ended June
30, 1994, File No. 1-8533, Exhibit 2]
PAGE NO.
EXHIBIT NO. DESCRIPTION OF PAPER FILING
----------- ----------- ---------------
10.76 -- Asset Purchase Agreement, dated October 28, 1994,
Acquisition by PE Acquisition Corp., a subsidiary
of Precision Echo, Inc. of all of the Assets of
Ahead Technology Corporation [Form 10-Q, quarter
ended December 31, 1994, File No. 1-8533, Exhibit 1]
10.77 -- Amendment to Agreement for Acquisition of Assets,
dated July 5, 1995, between Photronics Corp. and
Opto Mechanik, Inc. [Form 8-K, Amendment No. 1,
July 5, 1995, File No. 1-8533, Exhibit 1]
10.78 -- Contract No. N00421-95-D-1067, dated September 30,
1995, between the Company and the Navy
[Registration Statement No.33-64641, Amendment No.
1, Exhibit 10.78]
10.79 -- Lease, dated August 17, 1995, between Ahead
Technology, Inc. and South San Jose Interests
[Registration Statement No.33-64641, Amendment No.
1, Exhibit 10.79]
10.80 -- Contract No. DAAH01-95-C-0308, dated July 21,
1995, between Photronics Corp. and the Army
[Registration Statement No.33-64641, Amendment No.
1, Exhibit 10.80]
10.81 -- Modification No. PZ0001, dated January 24, 1996,
to Contract No. DAAH01-95-C-0308 [Form 10-K,
fiscal year ended March 31, 1996, File No. 1-8533,
Exhibit 10.81]
10.82 -- Modification No. P00002, dated February 24, 1996,
to Contract No. DAAH01-95-C-0308 [Form 10-K,
fiscal year ended March 31, 1996, File No. 1-8533,
Exhibit 10.82]
10.83 -- Modification No. P00003, dated March 28, 1996, to
Contract No. DAAH01-95-C-0308 [Form 10-K, fiscal
year ended March 31, 1996, File No. 1-8533,
Exhibit 10.83]
10.84 -- Lease, dated May 25, 1995, between Technology
Applications and Service Company and Sports Arena
Village, Ltd., L.P. [Registration Statement
No.33-64641, Amendment No. 1, Exhibit 10.81]
10.85 -- Contract No. 2025, dated December 20, 1993,
between Opto Mechanik, Inc. and the Government of
Israel, Ministry of Defense [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.82]
10.86 -- Amendment to Contract No. 2025, dated August 31,
1995 between Opto Mechanik, Inc. and the
Government of Israel, Ministry of Defense
[Registration Statement No.33-64641, Amendment No.
1, Exhibit 10.83]
10.87 -- Lease, dated August, 1995, by and between OMI
Acquisition Corp. and Fred E. Sutton and Harold S.
Sutton d/b/a Sutton Properties [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.84]
10.88 -- Lease, dated August, 1995, by and between OMI
Acquisition Corp. and Fred E. Sutton and Harold S.
Sutton d/b/a Sutton Properties [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.85]
10.89 -- Lease, dated August, 1995, by and between OMI
Acquisition Corp. and Fred E. Sutton and Harold S.
Sutton d/b/a Sutton Properties [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.86]
10.90 -- Memorandum of Lease, dated August, 1995, by and
between OMI Acquisition Corp. and Fred E. Sutton
and Harold S. Sutton d/b/a Sutton Properties
[Registration Statement No.33-64641, Amendment No.
1, Exhibit 10.87]
PAGE NO.
EXHIBIT NO. DESCRIPTION OF PAPER FILING
----------- ----------- ---------------
10.91 -- Master Lease, dated August 31, 1995, between OMI
Acquisition Corp. and General Electric Capital
Corp. [Registration Statement No. 33-64641,
Post-Effective Amendment No. 1, Exhibit 10.88]
10.92 -- Schedule No. 001, dated September 1, 1995, to
Master Lease between OMI Acquisition Corp. and
General Electric Capital Corp. [Registration
Statement No. 33-64641, Post-Effective Amendment
No. 1, Exhibit 10.89]
10.93 -- Schedule No. 002, dated October 20, 1995, to
Master Lease between OMI Acquisition Corp. and
General Electric Capital Corp. [Registration
Statement No.33-64641, Amendment No. 1, Exhibit
10.90]
10.94 -- Joint Venture Agreement, dated as of February 6,
1996, by and among DRS/MS, Inc., Universal Sonics
Corporation, Ron Hadani, Howard Fidel and Thomas
S. Soulos [Registration Statement No.33-64641,
Amendment No. 1, Exhibit 10.91]
10.95 -- Partnership Agreement, dated as of February 6,
1996, by and between DRS/MS, Inc. and Universal
Sonics Corporation [Registration Statement
No.33-64641, Amendment No. 1, Exhibit 10.92]
10.96 -- Asset Purchase Agreement, dated as of February 9,
1996, by and among Mag-Head Engineering, Company,
Inc. and Ahead Technology Acquisition Corporation,
a subsidiary of Precision Echo, Inc. [Registration
Statement No. 33-64641, Post-Effective Amendment
No. 1, Exhibit 10.93]
10.97 -- Employment, Non-Competition and Termination
Agreement, dated March 28, 1996, between the
Company and Leonard Newman [Registration Statement
No. 33-64641, Post-Effective Amendment No. 1,
Exhibit 10.94]
10.98 -- Contract No. N00024-95-G-5609, dated January 25,
1996, between Technology Applications and Service
Company and the Navy [Form 10-K, fiscal year ended
March 31, 1996, File No. 1-8533, Exhibit 10.98]
10.99 -- Asset Purchase Agreement, dated June 17, 1996, by
and among Vikron, Inc., Northland Aluminum, Inc.,
Ahead Wisconsin Acquisition Corporation, a
third-tier subsidiary of the Company, and Ahead
Technology, Inc., a second-tier subsidiary of the
Company [Form 10-K, fiscal year ended March 31,
1997, File No. 1- 8533, Exhibit 10.99]
10.100 -- Agreement and Plan of Merger, dated September 30,
1996, by and among PTI Acquisition Corp., a
subsidiary of the Company, Pacific Technologies,
Inc., David A. Leedom, Karen A. Mason, Robert T.
Miller, Carl S. Ito and Barry S. Kindig[Form 10-K,
fiscal year ended March 31, 1997, File No.
1-8533, Exhibit 10.101]
10.101 -- Asset Purchase Agreement, dated October 22, 1996,
by and among Ahead Technology, Inc., a second-tier
subsidiary of the Company, Nortronics Acquisition
Corporation, a third-tier subsidiary of the
Company, Nortronics Company, Inc., Alan Kronfeld,
Thomas Philipich and Robert Liston [Form 10-K,
fiscal year ended March 31, 1997, File No. 1-
8533, Exhibit 10.102]
10.102 -- Purchase Agreement, dated as of September 19,
1997, between DRS Technologies, Inc. and Spar
Aerospace Limited. [Form 8-K, October 27, 1997,
File No. 1-8533, Exhibit 1]
10.103 -- Revolving Credit Loan and Term Loan Agreement,
dated as of October 29, 1997, by and among DRS
Technologies, Inc., DRS Technologies Canada
Company/Compagnie DRS Technologies Canada, DRS
Technologies Canada, Inc. and Mellon Bank, N.A.
[Form 8-K, October 27, 1997, File No. 1-8533,
Exhibit 2]
*11 -- Computation of earnings per share
*13 -- Portions of the 1998 Annual Report to Stockholders of the Company
*21 -- List of subsidiaries of the Company as of March 31, 1998
*23.1 -- Consent of KPMG Peat Marwick LLP
*27 -- Financial Data Schedule