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 received a total of $309,000 in cash and a maximum
number of 1,104,907 shares and a maximum number of 194,769 options
exercisable 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 was previously filed as an Exhibit to Registrant's
report on Form 8-K filed with the Commission on March 7, 2003.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
(1) Sensys Development Laboratories, Inc. Financial
Statements as of September 30, 2002 and 2001,
together with Auditors' Report are attached hereto
as Exhibit 99.1 and are incorporated herein by
reference.
(2) Sensys Development Laboratories, Inc. Unaudited
Financial Statements for the Quarters ended
December 31, 2002 and 2001 are attached hereto
as Exhibit 99.2 and are incorporated herein by
reference.
(b) Pro Forma Financial Information (unaudited) presenting the
effect of the Merger as if it had been completed on
December 31, 2001 are attached hereto as Exhibit 99.3 and
are incorporated herein by reference.
(c) Exhibits
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)
(incorporated by reference from Exhibit 2.1 to the
Registrant's Current Report on Form 8-K filed
March 7, 2003).
23.1 Consent of Independent Accountants
99.1 Sensys Development Laboratories, Inc. Financial
Statements as of September 30, 2002 and 2001, together
with Auditors' Report
99.2 Sensys Development Laboratories, Inc. Unaudited Financial
Statements for the Quarters ended December 31, 2002 and
2001
99.3 Pro Forma Financial Information (unaudited)
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)
DATE: April 17, 2003 /s/ Joseph R. Kurry, Jr.
---------------------------------------------------------
Joseph R. Kurry, Jr.
Sr. Vice President, Treasurer and Chief Financial Officer
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
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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)(incorporated by reference from Exhibit 2.1
to the Registrant's Current Report on Form 8-K filed March 7, 2003).
23.1 Consent of Independent Accountants
99.1 Sensys Development Laboratories, Inc. Financial Statements as of
September 30, 2002 and 2001, together with Auditors' Report
99.2 Sensys Development Laboratories, Inc. Unaudited Financial Statements
for the Quarters ended December 31, 2002 and 2001
99.3 Pro Forma Financial Information (unaudited)