drs_424b7.htm
Filed
Pursuant to Rule 424(b)(7)
File
No. 333-130926
PROSPECTUS
SUPPLEMENT NO. 10
(To
Prospectus dated January 9, 2006, as supplemented
by
Prospectus Supplement No. 1, dated February 22, 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. 6, dated April 9, 2007
Prospectus
Supplement No. 7, dated July 10, 2007
Prospectus
Supplement No. 8, dated October 10, 2007
Prospectus
Supplement No. 9, dated October 11, 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 22, 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 22, 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 January 3, 2008
SELLING
STOCKHOLDERS
The
following table supplements the
table of selling stockholders and related footnotes appearing under the heading
"Selling Stockholders" beginning on page S-18 of the prospectus supplement
dated
February 22, 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)
|
Aristeia
International Limited (3)
|
|
1,177,553
|
|
1,177,553
|
|
2.78%
|
Aristeia
Partners LP (4)
|
|
188,878
|
|
188,878
|
|
*
|
Institutional
Benchmark Series LTD (5)
|
|
10,603
|
|
10,603
|
|
*
|
Occidental
Petroleum Corporation (5)
|
|
4,992
|
|
4,992
|
|
*
|
Pro-Mutual
(5)
|
|
12,714
|
|
12,714
|
|
*
|
The
Northwestern Mutual Life Insurance Company - General Account (6)
(7)
|
|
159,129
|
|
159,129
|
|
*
|
______________________
* 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 41,207,282 shares of common stock outstanding as
of
Novermber 9, 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)
|
Aristeia
Capital LLC is the investment manager for Aristeia International
Limited.
Aristeia Capital LLC is jointly owned by Kevin
|
Toner,
Robert H. Lynch Jr., Anthony Frascella and William R. Techar, who have voting
or
investment control over these securities.
(4)
|
Aristeia
Advisors LLC is the
general partner for Aristeia Partners LP. Aristeia Advisors LLC
is jointly
owned by Kevin Toner, Robert
|
H.
Lynch Jr., Anthony Frascella and William R. Techar, who have voting or
investment control over these securities.
(5)
|
Tracy
Maitland has the power to direct the voting and disposition of
the
securities held by Institutional Benchmark Series LTD, Occidental
Petroleum
|
Corporation
and Pro-Mutual.
(6)
|
Includes
shares of common stock held by this selling stockholder and its
affiliates. Northwestern Investment Management Company, LLC (“NIMC”) is
the investment advisor to The Northwestern Mutual Life Insurance
Company –
General Account with respect to the securities. NIMC therefore
may be
deemed to be an indirect beneficial owner with shared voting/investment
power with respect to the securities. Jerome R. Baier is a portfolio
manager for NIMC and manages the portfolio which holds the securities
and
therefore may be deemed to be an indirect beneficial owner with
shared
voting and investment power with respect to the securities. However,
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934
(the
“Exchange Act”), the immediately preceding sentence shall not be construed
as an admission that Mr. Baier is, for the purposes of Section
13(d) or
13(g) of the Exchange Act, the beneficial owner of the securities.
Mason
Street Advisors, LLC, a wholly owned subsidiary of Northwestern
Mutual
Life Insurance Company (“Northwestern Mutual”), is an investment adviser
to Northwestern Mutual and certain of its affiliated entities.
It may
therefore be deemed to be the indirect beneficial owner with shared
voting
and investment power of 17,700 shares of common stock currently
held by an
affiliated investment fund.
|
(7)
The selling security holder is an affiliate of a
broker-dealer.