sup_7.htm
Filed
Pursuant to Rule 424(b)(7)
File
No. 333-130926
PROSPECTUS
SUPPLEMENT NO. 7
(To
Prospectus dated January 9, 2006, as supplemented
by
Prospectus Supplement No. 1, dated February 21, 2006,
Prospectus
Supplement No. 2, dated April 3, 2006,
Prospectus
Supplement No. 3, dated July 7, 2006,
Prospectus
Supplement No. 4, dated October 6, 2006,
Prospectus
Supplement No. 5, dated January 5, 2007 and
Prospectus
Supplement No. 5, dated April 7, 2007
Prospectus
Supplement No. 9, dated July 10, 2007)
DRS
TECHNOLOGIES, INC.
COMMON
STOCK
The
following information supplements
information contained in the prospectus dated January 9, 2006, as supplemented
by the prospectus supplement dated February 21, 2006 (together, the
"prospectus"), relating to the sale by selling stockholders, including their
respective transferors, donees, pledgees or successors in interest, of our
common stock issuable upon conversion of our 2.00% Convertible Senior Notes
due
2026. This prospectus supplement should be read in conjunction with
the prospectus, and is qualified by reference to the prospectus, except to
the
extent that the information presented herein supersedes the information
contained in the prospectus. This prospectus supplement is not complete without,
and may not be delivered or utilized except in connection with, the prospectus,
including any amendments or supplements thereto.
The
net share settlement feature of the
notes requires us, upon conversion, to (i) settle up to the full principal
amount of the notes in cash and (ii) issue shares of common stock only to
the extent that the value of the notes is in excess of the principal amount.
As
a result of this net share settlement feature, we are unable to determine at
this time if any shares of common stock will be issuable upon conversion.
Because of this uncertainty, we have assumed that the selling stockholders
are
offering the maximum number of shares of common stock issuable upon conversion
without giving effect to the net share settlement feature.
Shares
of our common stock are listed
on the New York Stock Exchange under the symbol "DRS."
_______________
See
"Risk Factors" beginning on page
S-4 of the prospectus
supplement dated February 21, 2006 and page 11 of our Annual Report on Form
10-K
for the year ended March 31, 2007, which we filed with the Securities and
Exchange Commission on May 30, 2007, as well as any risk factors that may be
included in certain documents incorporated by reference into the prospectus,
to
read about risks that you should consider before buying shares of our common
stock.
_______________
Neither
the Securities and Exchange
Commission nor any state securities commission has approved or disapproved
of
these securities or determined if this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal
offense.
_______________
The
date of this prospectus supplement is October 10, 2007
SELLING
STOCKHOLDERS
The
following table supplements the
table of selling stockholders and related footnotes appearing under the heading
"Selling Stockholders" beginning on page S-12 of the prospectus supplement
dated
February 21, 2006 by adding or supplementing the information below with respect
to selling stockholders. When we refer to the "selling stockholders" in this
prospectus supplement, we mean those persons listed in the table below, as
well
as the pledgees, donees, assignees, transferees, successors and others who
hold
any of such selling stockholders' interest. The shares of our common
stock offered by this prospectus supplement are issuable upon conversion of
our
Convertible Senior Notes due 2026 previously issued in a private placement
transaction pursuant to Rule 144A under the Securities Act.
Information
regarding the selling
stockholders may change from time to time and any changed information will
be
set forth in a prospectus supplement to the extent required. Unless
set forth below, to our knowledge, none of the selling stockholders has, or
within the past three years has had, any material relationship with us or any
of
our predecessors or affiliates. We prepared this table based on
information supplied to us by the selling stockholders named in the
table.
A
selling stockholder may from time to
time offer and sell any or all of its securities under this prospectus
supplement. Because a selling stockholder is not obligated to sell the shares
of
our common stock held by it, we cannot estimate the number of shares of our
common stock that a selling stockholder will beneficially own after this
offering.
Name
of Selling Stockholder
|
|
Shares
Beneficially
Owned
Prior to this
Offering
|
|
Number
of Shares that
may
be Sold by this
Prospectus
Supplement(1)
|
|
Percentage
of
Shares
Beneficially
Owned
After
Offering(2)
|
Advent
Enhanced Phoenix Fund(3)
|
|
100,502
|
|
100,502
|
|
*
|
Advent
Convertible Arb Master(3)
|
|
104,204
|
|
104,204
|
|
*
|
Alcon
Laboratories(3)
|
|
6,935
|
|
6,935
|
|
*
|
British
Virgin Islands Social Security Board(3)
|
|
2,580
|
|
2,580
|
|
*
|
Florida
Power and Light(3)
|
|
15,293
|
|
15,293
|
|
*
|
Governing
Board Employees Benefit Plan of the City of Detroit(3)
|
|
201
|
|
201
|
|
*
|
Grady
Hospital Foundation(3)
|
|
1,910
|
|
1,910
|
|
*
|
Healthcare
Georgia Foundation(3)
|
|
972
|
|
972
|
|
*
|
HFR
RVA Op Master Trust Fund(3)
|
|
2,429
|
|
2,429
|
|
*
|
Institutional
Benchmark Series LTD(3)
|
|
8,677
|
|
8,677
|
|
*
|
Lehman
Brothers, Inc.(4)
|
|
1,675
|
|
1,675
|
|
*
|
Lyxor
Master Trust Fund(3)
|
|
1,943
|
|
1,943
|
|
*
|
Occidental
Petroleum Corporation(3)
|
|
4,673
|
|
4,673
|
|
*
|
Pro
Mutual(3)
|
|
12,647
|
|
12,647
|
|
*
|
Raytheon
Enhanced Master Pension Trust Fund(3)
|
|
25,712
|
|
25,712
|
|
*
|
Raytheon
Phoenix(3)
|
|
12,663
|
|
12,663
|
|
*
|
San
Francisco City and County ERS(3)
|
|
15,779
|
|
15,779
|
|
*
|
Seattle
City Employee Retirement System(3)
|
|
1,424
|
|
1,424
|
|
*
|
Teacher
Retirement System of the City of New York(3)
|
|
19,698
|
|
19,698
|
|
*
|
The
City University of New York(3)
|
|
1,993
|
|
1,993
|
|
*
|
______________________
* Less
than 1% .
(1)
|
Assumes
conversion of all of the holder's notes at an initial conversion
rate of
16.7504 shares of common stock per $1,000 principal amount. This
initial
conversion rate is subject to adjustment in certain circumstances
and thus
the number of shares of common stock issuable upon conversion of
the notes
may increase or decrease in the future. The net share
settlement feature of the notes requires us, upon conversion, to
(i)
settle up to the full principal amount of the notes in cash and (ii)
issue
shares of common stock only to the extent that the value of the notes
is
in excess of the principal amount. As a result of this net share
settlement feature, we are unable to determine at this time if any
shares
of common stock will be issuable upon conversion. Because of this
uncertainty, we have assumed that the selling stockholders are offering
the maximum number of shares of common stock issuable upon conversion
without giving effect to the net share settlement
feature.
|
(2)
|
Calculated
based on Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934,
as
amended, using 41,116,298 shares of common stock outstanding as of
August
6, 2007. In calculating this amount for each holder, we treated as
outstanding the number of shares of common stock issuable upon conversion
of all that holder's notes, but we did not assume conversion of any
other
holder's notes.
|
(3)
|
Tracy
Maitland has the power to direct the voting and disposition of the
securities held by Advent Enhanced Phoenix Fund, Advent Convertible
Arb
Master, Alcon Laboratories, British Virgin Islands
Social
Security Board, Florida Power and Light, Governing Board Employees
Benefit Plan of the City of Detroit, Grady Hospital Foundation,
Healthcare Georgia Foundation, HFR RVA Op Master Trust Fund,
Institutional Benchmark Series LTD, Lyxor Master Trust Fund, Occidental Petroleum
Corporation,
Pro-Mutual, Raytheon Enhanced Master Pension Trust Fund, Raytheon
Phoenix, San Francisco
City and County ERS, Seattle City Employee Retirement System, Teacher
Retirement System of the City of New York and The City University
of
New York
|
(4)
|
This
selling stockholder has identified itself as a registered
broker-dealer.
|