UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: September 3, 2004
(Date of earliest Event Reported: June 25, 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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ESSEX CORPORATION
AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K
We hereby amend our Current Report on Form 8-K filed on July 6, 2004,
which announced the completion on June 25, 2004 of our acquisition of
substantially all the assets of Performance Group, Inc. (PGI). The purpose of
this amendment is to file Performance Group, Inc. Financial Statements as of
December 26, 2003 and December 27, 2002, together with Auditors' Report and the
Pro Forma Financial Information (unaudited)
Item 2.01 Completion of Acquisition or Disposition of Assets
Pursuant to an Asset Purchase Agreement dated as of June 3, 2004 (the
"Agreement") by and among the Registrant, Performance Group, Inc. a
Virginia corporation ("PGI"), and Ronald Horn, Sole Shareholder of
PGI. The Merger became effective as of June 25, 2004. 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 July 6, 2004.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
(1) Performance Group, Inc. Financial Statements for the 52
week periods ended December 26, 2003 and December 27, 2002,
together with Auditors' Report 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 29,
2002 for the pro forma consolidated statements of operations are
attached hereto as Exhibit 99.3 and are incorporated herein by
reference. A pro forma balance sheet is not presented since the
transaction is reflected in the Company's interim balance sheet
filed as part of its Form 10-Q for the quarter ended June 27,
2004.
(c) Exhibits
2.1 Asset Purchase Agreement dated as of June 3, 2004 (the
"Agreement") by and among the Registrant, Performance
Group, Inc. a Virginia corporation ("PGI"), and Ronald
Horn, Sole Shareholder of PGI, effective June 25, 2004
(excluding Exhibits and Schedules) (incorporated by
reference from Exhibit 2.1 to the Registrant's Current
Report on Form 8-K filed July 6, 2004)
99.1 Press release dated June 28, 2004 (incorporated by
reference from Exhibit 99.1 to the Registrant's Current
Report on Form 8-K filed July 6, 2004)
99.2 Performance Group, Inc. Financial Statements for the
52 week periods ended December 26, 2003 and December
29, 2002, together with Auditors' Report
99.3 Pro Forma Financial Information (unaudited)
o Consolidated Statement of Operations for the fiscal year
ended December 28, 2003
o Consolidated Statement of Operations for the six month
period ended June 27, 2004
2
ESSEX CORPORATION
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/ LISA G. JACOBSON
-----------------------------------
DATE: September 3, 2004 Lisa G. Jacobson
Executive Vice President & Chief Financial
Officer
3
ESSEX CORPORATION
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-X)
Exhibit
NUMBER DESCRIPTION AND METHOD OF FILING
2.1 Asset Purchase Agreement dated as of June 3, 2004 (the
"Agreement") by and among the Registrant, Performance Group,
Inc. a Virginia corporation ("PGI"), and Ronald Horn, Sole
Shareholder of PGI, effective June 25, 2004, previously
filed.
99.1 Press release dated June 28, 2004, previously filed.
99.2 Performance Group, Inc. Financial Statements for the 52 week
periods ended December 26, 2003 and December 27, 2002,
together with Auditors' Report filed herewith.
99.3 Pro Forma Financial Information (unaudited) filed herewith.