UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
(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 7, 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))
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported on the Current Report on Form 8-K,
filed on February 11, 2005, Engineered Support Systems,
Inc. (the "Company") announced on February 7, 2005, that
it had completed its previously announced acquisition of
Spacelink International, LLC ("Spacelink"), a Dulles,
Virginia-based firm involved in the design, integration,
operation and maintenance of deployed satellite and
wireless networks for the U.S. Department of Defense, the
U.S. intelligence community and other forward deployed
federal agencies and multinational organizations
worldwide. The transaction value of $151.5 million was
comprised of $138.5 million in cash paid at closing and
the issuance of 228,292 shares of restricted common stock
valued at approximately $13 million, and is subject to
certain post closing adjustments.
This Form 8-K/A amends the Current Report on Form 8-K
filed on February 11, 2005 to include Item 9.01(a)
Financial Statements of Business Acquired and Item 9.01(b)
Pro Forma Financial Information.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired:
The required financial statements of Spacelink
are attached hereto as Exhibit 99.1 and are
incorporated in their entirety herein by
reference.
(b) Pro Forma Financial Information:
The required pro forma financial information is
attached hereto as Exhibit 99.2 and is
incorporated in its entirety herein by reference.
(c) The following exhibits are filed as part of this
report:
Exhibit Number Description
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23.1 Consent of Cherry, Bekaert &
Holland, L.L.P., independent
accountants for Spacelink
International LLC.
99.1 Audited financial statements of
Spacelink International LLC for the
fiscal years ended December 31, 2004
and 2003.
99.2 Pro forma condensed consolidated
financial statements as of October
31, 2004 and for the year then ended,
and for the three months ended January
31, 2005, (unaudited).
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: April 25, 2005 BY: /s/ Gary C. Gerhardt
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Gary C. Gerhardt
Vice Chairman and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Number Description
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23.1 Consent of Cherry, Bekaert & Holland, L.L.P.,
independent accountants for Spacelink
International LLC.
99.1 Audited financial statements of Spacelink
International LLC for the fiscal years ended
December 31, 2004 and 2003.
99.2 Pro forma condensed consolidated financial
statements as of December 31, 2004 and for the
year then ended (unaudited).