UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported) February 22, 2005
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ENGINEERED SUPPORT SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
MISSOURI 0-13880 43-1313242
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
201 Evans Lane, St. Louis, Missouri 63121
(Address of principal executive officer) (Zip Code)
Registrant's telephone number including area code: (314) 553-4000
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:
[ ] 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 14d-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))
Explanatory Note: This Amendment No. 1 on Form 8-K/A amends the Report on
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Form 8-K ("Form 8-K") filed on February 18, 2005 by Engineered Support
Systems, Inc. (the "Company"), and is being filed for the purpose of
amending and clarifying the policy undertaken by the Company as set forth in
Item 8.01 of the Form 8-K.
Item 8.01 Other Events.
In its proxy statement for its Annual Meeting of
Shareholders to be held on March 1, 2005, the Company has
requested shareholder approval of the Engineered Support
Systems, Inc. 2005 Non-Executive Stock Option Plan (the
"Plan") and the reservation of 400,000 shares of
Engineered Support Systems, Inc. common stock for future
issuance under the Plan. In order to facilitate approval
of this proposal and address shareholder concerns
regarding the number of options the Company intends to
grant during the three fiscal years in the period
beginning with fiscal 2005, the Board of Directors of the
Company has confirmed its commitment to the Company's
shareholders that, if the Plan is approved by the
Company's shareholders at the 2005 Annual Meeting, the
Company will limit the grant of options under all Company
plans in any fiscal year during that period, such that the
ratio of the three-year average annual option grants to
total outstanding shares (determined by reference to the
number of shares subject to option grants made in a given
fiscal year divided by the number of shares that the
Company projects to be outstanding at the end of such
fiscal year) will not exceed 2.0%.
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.
ENGINEERED SUPPORT SYSTEMS, INC.
Date: February 22, 2005 BY: /s/ Gary C. Gerhardt
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Gary C. Gerhardt
Vice Chairman and Chief Financial Officer