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
Date of Report (Date of earliest event reported): August 26, 1998
NAI Technologies, Inc.
(Exact name of registrant as specified in its charter)
0-3704
(Commission File Number)
New York 11-1798773
(State 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 __ Pages
Exhibit Index on Page 3
Item 5. Other Events
On August 26, 1998, NAI Technologies, Inc. ("NAI"), today announced
that it entered into a definitive merger agreement with DRS Technologies, Inc.
("DRS") for NAI to merger with a subsidiary of DRS. Upon completion of the
merger, NAI will become a wholly-owned subsidiary of DRS. The Board of Directors
for both NAI and DRS have unanimously approved the merger.
Under the terms of the Merger Agreement, NAI shareholders will receive
0.23 a share of DRS common stock for each outstanding share of NAI common stock
held, subject to adjustment if the average daily closing stock price of DRS
common stock is less than $12 over a 60-trading day period ending two days prior
to the closing date. In such event, NAI shareholders will receive 0.25 shares of
DRS common stock for each share of NAI common stock. The Merger is expected to
be completed in the fourth quarter of 1998.
The closing is subject to certain conditions including, regulatory
approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, an
effective registration statement filed with the Securities and Exchange
Commission, approval by the respective shareholders of NAI and DRS and certain
other conditions. The Merger Agreement provides for the payment of a termination
fee by NAI in the amount of $1.5 million in the event that NAI enters into a
definitive agreement with a third party to acquire NAI.
The foregoing description of the proposed transaction is further
described in the Press Release of the Company, issued on August 26, 1998, and
the Agreement and Plan of Merger, dated as of August 26, 1998, among NAI, DRS
and DRS Merger Sub, Inc. Reference is made to 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.
-2-
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
---------------------------------------
Name: Richard A. Schneider
Title: Executive Vice President
and Chief Financial Officer
Date: September 2, 1998
-3-
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1. Press Release of the Company, dated August 26, 1998.
2. Agreement and Plan of Merger, dated as of August 26, 1998, among
NAI, DRS and DRS Merger Sub, Inc.
-4-