SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 1998
NAI Technologies, Inc.
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(Exact name of registrant as specified in its charter)
0-3704
(Commission File Number)
New York 11-1798773
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
282 New York Avenue
Huntington, New York 11743
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (516) 271-5685
(Former name or former address, if changed since last report)
Page 1 of 11 Pages
Exhibit Index on Page 4
Item 5. Other Events
On April 8, 1998, NAI Technologies, Inc. announced that it has signed a
Letter of Intent with DRS Technologies, Inc. for NAI to merge with DRS. NAI
shareholders will receive one quarter of a share of DRS common stock for each
share of NAI common stock held. NAI's 12% Convertible Subordinated Promissory
Notes and Warrants to purchase NAI common stock will be convertible into or
exercisable for DRS common stock at the same one quarter to one exchange ratio.
The closing is subject to negotiation of a definitive merger agreement,
completion of due diligence, approval by the respective shareholders and certain
other conditions. The Letter of Intent provides for the payment of a termination
fee by NAI in the amount of $1.5 million in the event that NAI accepts an offer
from a third party to acquire NAI. Each company intends to send a joint proxy
statement to its shareholders and to hold a special meeting for approval of the
transaction. The transaction is anticipated to close during the third quarter of
1998.
The foregoing description of the proposed transaction is further
described in the Press Release of the Company, issued on April 8, 1998, and the
Letter of Intent, dated April 8, 1998, between the Company and DRS Technologies,
Inc., and reference is made to a copy of such documents which are attached
hereto as Exhibit 1 and Exhibit 2, respectively, and each such document is
incorporated herein by reference for all of its terms and conditions.
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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.
NAI TECHNOLOGIES, INC.
By: /s/ Richard A. Schneider
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Name: Richard A. Schneider
Title: Executive Vice President
and Chief Financial Officer
Date: April 15, 1998
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EXHIBIT INDEX
Exhibit No. Description
1. Press Release of the Company, dated April 8, 1998.
2. Letter of Intent, dated April 7, 1998, between DRS Technologies,
Inc. and NAI Technologies, Inc.
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