UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 2, 2005
-------------------------
ENGINEERED SUPPORT SYSTEMS, INC.
------------------------------------------------------------------------------
(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 officers) (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))
Item 1.01 Entry into a Material Definitive Agreement
On January 27, 2005, Engineered Support Systems, Inc. (the
"Company") enter into an Amended and Restated Credit
Agreement with Bank of America, N.A. and other third party
lenders ("Amended Credit Agreement"). The Amended Credit
Agreement replaced the Company's previous Credit Agreement
dated April 23, 2003 with Bank of America, N.A. and other
third party lenders. The Amended Credit Agreement, which
expires January 27, 2010, provides for a $200 million
unsecured revolving credit facility.
Borrowings under the Amended Credit Agreement bear
interest, at the Company's option, at either the
Eurodollar rate plus an applicable margin, or at the
higher of the prime rate or the federal funds rate plus
one-half of one percent. The margin applicable to the
Eurodollar rate varies from 0.625% to 1.375% depending
upon the Company's leverage ratio. The Amended Credit
Agreement contains certain covenants, including
maintaining net worth of at least $265 million, plus 50%
of the sum, to extent positive, of the Company's
consolidated net income and other comprehensive income
(loss) reported after October 31, 2004, plus the net
proceeds of all subsequent equity offerings. The Company
must also comply with certain financial covenants,
including maintenance of a leverage ratio of no greater
than 2.75 to 1 and a fixed charge coverage ratio of no
less than 3 to 1. The Company can request, subject to
certain conditions, an increase of up to $100 million in
the amount of the aggregate commitment under the Amended
Credit Agreement. The Company is also subject to various
other financial and operating covenants and maintenance
criteria, including restrictions on the Company's ability
to incur additional indebtedness, make investments, create
liens, dispose of material assets and enter into merger
transactions and acquisitions.
A copy of the Amended Credit Agreement is attached to this
Form 8-K as Exhibit 99.
Item 2.03 Creation of a Direct Financial Obligation
See Item 1.01, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibit is filed as part of this report:
Exhibit Number Description
-------------- -----------
99 Amended and Restated Credit Agreement
Dated as of January 27, 2005 among
Engineered Support Systems, Inc., as the
Borrower, Bank of America, N.A. and the
Other Lenders Party Hereto
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 2, 2005 BY: /s/ Gary C. Gerhardt
---------------- -----------------------------------------
Gary C. Gerhardt
Vice Chairman and Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99 Amended and Restated Credit Agreement Dated as of
January 27, 2005 among Engineered Support Systems,
Inc., as the Borrower, Bank of America, N.A. and the
Other Lenders Party Hereto