UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Argon ST, Inc.
(Name of Subject Company)
Vortex Merger Sub, Inc.
(Offeror)
a wholly owned subsidiary of
The Boeing Company
(Parent of Offeror)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
040149106
(CUSIP Number of Class of Securities)
Michael F. Lohr
Vice President, Corporate Secretary and Assistant General Counsel
The Boeing Company
100 N. Riverside Drive
Chicago, IL 60606-1596
(312) 544-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
Copy to:
R. Scott Falk, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
CALCULATION OF FILING FEE
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Amount of Filing Fee |
$N/A
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$N/A |
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o |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
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Amount Previously Paid: N/A
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Filing Party: N/A |
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Form of Registration No.: N/A
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Date Filed: N/A |
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ Third-party offer subject to Rule 14d-1.
o Issuer tender offer subject to Rule 13e-4.
o Going-private transactions subject to Rule 13e-3.
o Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
This filing relates solely to preliminary communications made before the commencement of
a planned tender offer by Vortex Merger Sub, Inc. (the Purchaser), a wholly owned subsidiary of
The Boeing Company (the Parent), for all of the outstanding common stock of Argon ST, Inc. (the
Company), to be commenced pursuant to the Agreement and
Plan of Merger, dated as of June 30, 2010,
among the Parent, the Purchaser and the Company.
The exhibits are neither an offer to purchase nor solicitation of an offer to sell securities.
The tender offer for the outstanding shares of the Companys common stock described in this filing
has not commenced. At the time the offer is commenced, the Purchaser will file a tender offer
statement on Schedule TO with the Securities and Exchange Commission, and the Company will file a
solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will contain important information that
should be read carefully before any decision is made with respect to the tender offer. Those
materials will be made available to the Companys stockholders at no expense to them. In addition,
all of those materials (and all other offer documents filed with the SEC) will be available at no
charge on the SECs website: www.sec.gov.
Exhibit Index
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Exhibit |
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Description |
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99.1
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Press Release dated June 30, 2010 |
99.2
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Presentation to Argon employees
(incorporated by reference to Exhibit 99.3 to
the Schedule 14D-9C filed by Argon ST, Inc.
with the Securities and Exchange Commission on
June 30, 2010) |
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