Filed Pursuant to Rule 424(b)(7)
File No. 333-130926
PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated January 9, 2006, as supplemented
by Prospectus Supplement No. 1 dated February 21, 2006)
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."
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See "Risk Factors" beginning on page S-4 of the prospectus supplement
dated February 21, 2006, as well as any section entitled "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.
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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.
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The date of this prospectus supplement is April 3, 2006
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.
Percentage of
Number of Shares Shares
Shares Beneficially that may be Sold by Beneficially
Owned Prior to this this Prospectus Owned After
Name of Selling Stockholder Offering Supplement(1) Offering(2)
--------------------------------------------------------- ------------------- ------------------ ---------------
Altma Fund SIVAC PLC in Respect of Trinity Sub Fund...... 12,345 12,345 *
AM International E Mac 63 Ltd............................ 18,007 18,007 *
AM Master Fund I, LP..................................... 47,739 47,739 *
Aristeia International Limited........................... 221,105 221,105 *
Aristeia Partners LP..................................... 30,151 30,151 *
Bancroft Fund Ltd. ...................................... 33,501 33,501 *
CALAMOS Market Neutral Income Fund -
CALAMOS Investment Trust 117,253 117,253 *
Canadian Imperial Holdings Inc........................... 234,506 234,506 *
Daimler Chrysler Corp EMP #1 Pension Plan
DTD 4/1/89........................................... 58,124 58,124 *
DBAG London.............................................. 123,149 123,149 *
Deutsche Bank Securities................................. 8,375 8,375 *
Ellsworth Fund Ltd. ..................................... 33,501 33,501 *
FPL Group Employee Pension Plan.......................... 11,558 11,558 *
Franklyn and Marshall College............................ 1,424 1,424 *
Goldman Sachs & Co. Profit Sharing Master Trust.......... 4,104 4,104 *
Inflective Convertible Opportunity Fund I, LTD........... 33,501 33,501 *
Inflective Convertible Opportunity Fund I, L.P........... 12,563 12,563 *
Institional Benchmarks Series Ivan Segregated Acct....... 10,050 10,050 *
JMG Capital Partners, LP................................. 83,752 83,752 *
JMG Triton Offshore Fund, Ltd............................ 83,752 83,752 *
Kamonting Street Master Fund, Ltd........................ 100,502 100,502 *
KBC Financial Products, USA Inc.......................... 62,814 62,814 *
Linden Capital LP........................................ 502,512 502,512 *
Lyxor/ Inflective Convertible Opportunity Fund........... 10,050 10,050 *
Lyxor/ AM Investment Fund, Ltd........................... 5,662 5,662 *
OZ Master Fund, Ltd. .................................... 297,403 297,403 *
Rampart Convertible Arbitrage Investors, LLC............. 25,126 25,126 *
Rampart Enhanced Convertible Investors, LLC.............. 12,647 12,647 *
Wachovia Securities International LTD.................... 33,501 33,501 *
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* 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 (Exchange Act), using 39,835,295 shares of common
stock outstanding as of February 28, 2006. 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.