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: February 28, 2003
ESSEX CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File No. 0-10772
Virginia 54-0846569
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
9150 Guilford Road
Columbia, Maryland 21046-2306
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (301) 939-7000
ESSEX CORPORATION
Item 2. Acquisition or Disposition of Assets
Pursuant to an Agreement and Plan of Merger dated as of February 21,
2003 (the "Agreement") by and among the Registrant, its wholly-owned
subsidiary ("Merger Sub"), Sensys Development Laboratories, Inc., a
Maryland corporation ("SDL"), and the principal shareholders of SDL,
Merger Sub was merged with and into SDL with SDL as the surviving
corporation (the "Merger"). The Merger became effective as of
February 28, 2003. Pursuant to the terms of the Agreement, SDL
shareholders shall receive a total of $309,000 in cash and shares and
options for shares of Registrant's common stock in exchange for the
outstanding common stock and options held by SDL shareholders. The
terms of the Merger are contained in the Agreement, which is included
herewith as Exhibit 2.1.
Item 7. Financial Statements and Exhibits
(a) The financial statements required by this Item are
not included in this initial report on Form 8-K but
will be filed by amendment not later than sixty days
after the date that the initial report on Form 8-K
must be filed.
(b) The pro forma financial information of Essex
Corporation required by this Item are not included in
this initial report on Form 8-K but will be filed by
amendment not later than sixty days after the date
that the initial report on Form 8-K must be filed.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger among Essex Corporation,
SDL Acquisition,Inc.,Sensys Development Laboratories,
Inc. and the Principal Shareholders, dated February
21, 2003 (excluding Exhibits and Schedules)
Exhibit 99.1 Press release dated March 3, 2003
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.
ESSEX CORPORATION
(Registrant)
/S/ JOSEPH R. KURRY, JR.
-------------------------------------------------
DATE: March 7, 2003 Joseph R. Kurry, Jr.
Sr. Vice President, Treasurer and Chief Financial
Officer
2
ESSEX CORPORATION
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-X)
Exhibit
NUMBER DESCRIPTION AND METHOD OF FILING
2.1 Agreement and Plan of Merger among Essex Corporation, SDL
Acquisition, Inc., Sensys Development Laboratories, Inc. and the
Principal Shareholders, dated as of February 21, 2003 (excluding
Exhibits and Schedules), filed herewith.
99.1 Press release dated March 3, 2003, filed herewith.