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: April 30, 2004
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 April 28,
2004 (the "Agreement") by and among the Registrant, its wholly-owned
subsidiary ("Merger Sub"), Computer Science Innovations, Inc., a
Florida corporation ("CSI"), and Computer Science Innovations
Employee Stock Ownership Plan, Merger Sub was merged with and into
CSI with CSI as the surviving corporation (the "Merger"). The Merger
became effective as of April 30, 2004. 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,
CSI Acquisition Corp., Computer Science Innovations,
Inc. and Computer Science Innovations Employee Stock
Ownership Plan, dated April 28, 2004
Exhibit 99.1 Press release dated April 30, 2004
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/ LEONARD E. MOODISPAW
-------------------------------------
DATE: May 3, 2004 Leonard E. Moodispaw
President and Chief Executive Officer
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, CSI
Acquisition Corp., Computer Science Innovations, Inc. and
Computer Science Innovations Employee Stock Ownership Plan,
dated as of April 28, 2004, filed herewith.
99.1 Press release dated April 30, 2004, filed herewith.