Attached files
file | filename |
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EX-2.3 - EX-2.3 - ARGON ST, Inc. | w78993exv2w3.htm |
EX-2.4 - EX-2.4 - ARGON ST, Inc. | w78993exv2w4.htm |
EX-2.1 - EX-2.1 - ARGON ST, Inc. | w78993exv2w1.htm |
EX-2.2 - EX-2.2 - ARGON ST, Inc. | w78993exv2w2.htm |
EX-99.1 - EX-99.1 - ARGON ST, Inc. | w78993exv99w1.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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 30, 2010
Argon ST, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-08193 | 38-1873250 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
12701 Fair Lakes Circle, Suite 800, Fairfax, Virginia |
22033 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 703-322-0881
Not Applicable
Former name or former address, if changed since last report
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 1.01. Entry into a Material Definitive Agreement
Argon ST, Inc., a Delaware corporation
(the Company), entered into an Agreement
and Plan of Merger dated as of June 30, 2010 (the Merger Agreement) with The Boeing Company, a
Delaware corporation (Parent), and Vortex Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, and upon the
terms and subject to the conditions thereof, Parent has agreed to cause Merger Sub to commence a
tender offer (the Offer) to purchase all of the outstanding shares of Common Stock, par value
$0.01 per share, of the Company (the Shares), for $34.50 per Share (the Offer Price), net to
the seller in cash, without interest thereon and subject to applicable withholding taxes.
The Merger Agreement provides that the Offer will commence within five business days after the
date of the Merger Agreement, and will remain open for at least 20 business days (including the day
on which the Offer is commenced). Pursuant to the Merger Agreement, after the consummation of the
Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger
Agreement, Merger Sub will merge with and into the Company (the Merger), with the Company
surviving as a wholly owned subsidiary of Parent. Upon completion of the Merger, each Share
outstanding immediately prior to the effective time of the Merger (excluding those Shares that are
held by Parent, Merger Sub and the Company or any of the Companys subsidiaries) will be canceled
and converted into the right to receive the Offer Price in cash (without interest and subject to
applicable withholding taxes). If Merger Sub holds 90% or more of the outstanding Shares
immediately prior to the Merger, it may effect the Merger as a short-form merger pursuant to
Delaware General Corporation Law. Otherwise, the Company may hold a special stockholders meeting
to obtain stockholder approval of the Merger.
Subject to the terms and conditions of the Merger Agreement, the Company has granted Merger
Sub an irrevocable one-time option (the Top-Up Option) to purchase an aggregate number of
newly issued Shares that, when added to the number of Shares owned by Parent and Merger Sub at the
time of such exercise, constitutes one Share more than 90% of the Shares then outstanding
immediately after the issuance of the Top-Up Option Shares on a fully diluted basis, subject to
applicable regulatory requirements and there being sufficient authorized Shares available for
issuance. The Top-Up Option is exercisable only after Shares have been accepted for payment
pursuant to the Offer.
Completion of the Offer is subject to customary conditions, including (i) that there shall
have been validly tendered and not validly withdrawn prior to the expiration of the Offer, when
added to the number of Shares already owned by Parent, a majority of the Shares outstanding
(determined on a fully diluted basis), and (ii) the expiration of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Merger Agreement contains representations, warranties and covenants of the parties
customary for transactions of this type. The Company has also agreed not to solicit or initiate
discussions with third parties regarding other proposals to acquire the Company and it has agreed
to certain restrictions on its ability to respond to such proposals, subject to the fulfillment of
certain fiduciary requirements of the Companys board of directors. The Merger Agreement also
contains customary termination provisions for the Company and Parent and provides that, in
connection with the termination of the Merger Agreement under specified circumstances involving
competing transactions or a change in the Companys board of directors recommendation, the Company
may be required to pay Parent a termination fee of $28.0 million.
The Merger Agreement is attached to
this Current Report on Form 8-K to provide the Companys stockholders with information
regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual
disclosures about the Company or Parent in the Companys or Parents public reports filed with the
Securities and Exchange Commission (the SEC). In particular, the Merger Agreement and this
summary of terms are not intended to be, and should not be relied upon as, disclosures regarding
any facts or circumstances relating to the Company or Parent. The representations and warranties
have been negotiated with the principal purpose of (i) establishing the circumstances under which
Merger Sub may have the right not to consummate the Offer, or Parent or the Company may have the
right to terminate the Merger Agreement, and (ii) allocating risk between the parties, rather than
establishing matters as facts. The
representations and warranties may also be subject to a contractual standard of materiality
different from that generally applicable under federal securities laws.
The foregoing description of the Offer, Merger, and Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement, which is attached
as Exhibit 2.1 to this Current Report on Form 8-K and incorporated in this report by reference.
Concurrently with the execution and delivery of the Merger Agreement, each of Terry L.
Collins, Victor F. Sellier and Thomas E. Murdock (including, in each case, certain affiliates
thereof), together representing ownership of more than approximately
34.3% of the
outstanding Shares, and approximately 31.2% of the Shares on a fully diluted basis, entered into a tender and voting agreement (collectively, the Tender and Voting Agreements) with Parent
and Merger Sub whereby Messrs. Collins, Sellier and Murdock (and certain affiliates party to the
Tender and Voting Agreements) committed, among other things, subject to the terms and conditions of
the Tender and Voting Agreements, to tender all of their respective Shares in the Offer.
The Tender and Voting Agreements automatically terminate upon the termination of the Merger
Agreement or the occurrence of certain other events. The foregoing description of the Tender and
Voting Agreements does not purport to be complete and is qualified in its entirety by reference to
the Tender and Voting Agreements, which are filed as Exhibits 2.2,
2.3 and 2.4, respectively, to this Current Report on Form 8-K and
are incorporated herein by reference.
Item 8.01. Other Events.
On June 30, 2010, the Company issued a press release, a copy of which is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Current Report on Form 8-K, announcing the execution
of the Merger Agreement.
NOTICES
Important Information about the Tender Offer
The Offer described
herein has not yet commenced, and this Current Report on Form 8-K is neither an offer to
purchase nor a solicitation of an offer to sell securities. At the time the Offer is commenced,
Parent will cause Merger Sub to file a tender offer statement on Schedule TO with the SEC.
Investors and Argon stockholders are strongly advised to read the tender offer statement (including
an offer to purchase, letter of transmittal and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 that will be filed by Argon with the SEC,
because they will contain important information. These documents will be available at no charge on
the SECs website at www.sec.gov. A copy of the tender offer statement and the
solicitation/recommendation statement will be made available free of charge to all stockholders of
Argon ST, Inc. at www.argonst.com or by contacting Argon ST, Inc. at 12701 Fair Lakes Circle, Suite
800, Fairfax, Virginia 22033, (703) 322-0881.
Statement on Cautionary Factors
Except for the historical information presented herein, matters discussed herein may
constitute forward-looking statements that are subject to certain risks and uncertainties that
could cause actual results to differ materially from any future results, performance or
achievements expressed or implied by such statements. Statements that are not historical facts,
including statements preceded by, followed by, or that include the words future; anticipate;
potential; believe; or similar statements are forward-looking statements. Risks and
uncertainties include uncertainties as to the timing of the tender offer and merger; uncertainties
as to how many of the Argon stockholders will tender their stock in the offer; the risk that
competing offers will be made; the possibility that various closing conditions for the transaction
may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction; the effects of disruption from the
transaction making it more difficult to maintain relationships with employees, customers, business
partners or governmental entities; as well as risks detailed from time to time in Argons public
disclosure filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended
September 30, 2009, subsequent quarterly filings on Form 10-Q and the solicitation/recommendation
statement to be filed in connection with the tender offer. The information contained herein is as
of June 30, 2010. Argon disclaims any intent or obligation to
update any forward-looking statements as a result of developments occurring after the period
covered by this report or otherwise. Copies of Argons public disclosure filings are available
from its investor relations department.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 | Agreement and Plan of Merger, dated as of June 30, 2010, among The Boeing Company, Vortex Merger Sub, Inc. and Argon ST, Inc. | |
2.2 | Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Terry L. Collins (and certain affiliates) | |
2.3 | Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Victor F. Sellier (and certain affiliates) | |
2.4 | Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Thomas E. Murdock (and certain affiliates) | |
99.1 | Press Release issued by Argon ST, Inc., dated June 30, 2010. |
SIGNATURES
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.
Argon ST, Inc. |
||||
June 30, 2010 | By: | /s/ Terry L. Collins | ||
Name: | Terry L. Collins | |||
Title: | Chairman, Chief Executive Officer | |||
EXHIBIT INDEX
Exhibit | ||
No. | Description | |
2.1
|
Agreement and Plan of Merger, dated as of June 30, 2010, among The Boeing Company, Vortex Merger Sub, Inc. and Argon ST, Inc. | |
2.2
|
Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Terry L. Collins (and certain affiliates) | |
2.3
|
Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Victor F. Sellier (and certain affiliates) | |
2.4
|
Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Thomas E. Murdock (and certain affiliates) | |
99.1
|
Press Release issued by Argon ST, Inc., dated June 30, 2010. |