UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event report): September 29, 2004
ARGON ST, INC.
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(Exact Name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-08193 38-1873250
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(Commission File No.) (I.R.S. Employer
Identification No.)
12701 Fair Lakes Circle, Suite 800, Fairfax,
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Virginia 22033 (Address of principal executive
offices and zip code)
Registrant's telephone number, including area code: (703)322-0881
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14-d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ARGON ST, INC. AND SUBSIDIARIES
EXPLANATORY NOTE:
The purpose of this Amendment No. 1 to Current Report on Form 8-K is to
provide the disclosure under Item 9.01.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Balance sheets of Argon Engineering Associates, Inc. as
of June 27, 2004 and September 30, 2003 and 2002,
related statements of earnings and cash flows for the
fiscal years ended September 30, 2003, 2002 and 2001 and
the nine months ended June 27, 2004 and June 29, 2003,
and related statements of stockholders' equity for the
fiscal years ended September 30, 2003, 2002 and 2001 and
the nine months ended June 27, 2004.
A Report of Independent Registered Public Accounting
Firm to the Board of Directors of Argon Engineering
Associates, dated July 1, 2004 (except for the note 15
to Argon Engineering's financial statements, as to which
the date is August 31, 2004).
(b) Pro forma financial information.
An unaudited pro forma condensed combined consolidated
balance sheet at June 30, 2004 and unaudited pro forma
condensed combined consolidated statements of earnings
for the fiscal year ended September 30, 2003 and the
nine months ended June 30, 2004.
(c) Exhibits
Exhibit Number Description
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99.1 Audited Financial Statements of Argon Engineering Associates, Inc.
99.2 Unaudited Pro Forma Condensed Combined Consolidated Financial
Statements
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report be signed on its behalf by the
undersigned, thereunto duly authorized.
ARGON ST, INC.
November 23, 2004 By: /s/ Donald F. Fultz
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Donald F. Fultz
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Audited Financial Statements of Argon Engineering Associates, Inc.
99.2 Unaudited Pro Forma Condensed Combined Consolidated Financial
Statements