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 18, 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 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))
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 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
assuage any shareholder concerns regarding the number of
options the Company intends to grant during the next three
fiscal years beginning with fiscal 2005, the Board of
Directors of the Company commits to the Company's
shareholders that the Company will limit the grant of
options from all Company plans such that the three-year
average of annual option grants to total outstanding
shares (determined by reference to the number of shares
subject to option grants within a given fiscal year
divided by the number of shares that the Company believes
will be outstanding at the end of such fiscal year) will
not exceed 3%.
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 18, 2005 BY: /s/ Gary C. Gerhardt
------------------------ -------------------------------
Gary C. Gerhardt
Vice Chairman and Chief
Financial Officer