-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SziaCTznOThimXSQFjLy/6ZSjoJn4I2i2Wi6uk9lQyRnmjgKq8Ql3lwOm32tsr3+ iuEZe5pSPCsiXSMaXtkYcg== 0000950123-10-073474.txt : 20100805 0000950123-10-073474.hdr.sgml : 20100805 20100805170921 ACCESSION NUMBER: 0000950123-10-073474 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100805 DATE AS OF CHANGE: 20100805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLLINS TERRY L CENTRAL INDEX KEY: 0001139506 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 6713 BELLAMY AVE CITY: SPRINGFIELD STATE: VA ZIP: 22152 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARGON ST, Inc. CENTRAL INDEX KEY: 0000026537 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 381873250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18702 FILM NUMBER: 10995374 BUSINESS ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 BUSINESS PHONE: (703)332-0881 MAIL ADDRESS: STREET 1: 12701 FAIR LAKES CIRCLE CITY: FAIRFAX STATE: VA ZIP: 22033 FORMER COMPANY: FORMER CONFORMED NAME: SENSYTECH INC DATE OF NAME CHANGE: 20000118 FORMER COMPANY: FORMER CONFORMED NAME: SENSYS TECHNOLOGIES INC DATE OF NAME CHANGE: 19980615 FORMER COMPANY: FORMER CONFORMED NAME: DAEDALUS ENTERPRISES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 w79387sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

ARGON ST, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
040149 10 6
(CUSIP Number)
Terry L. Collins
c/o ARGON ST, Inc.
12701 Fair Lakes Circle, Suite 800
Fairfax, VA 22030
(703) 322-0881
Copy To:
Jason C. Harmon, Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
(410) 580-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 4, 2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 


 

                     
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1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Terry L. Collins
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
 
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON
   
  IN


 

                     
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Item 1. Security and Issuer
     The class of security to which this Amendment No. 4 to Schedule 13D relates is the common stock, par value $0.01 per share (the “Common Stock”) of ARGON ST, Inc. a corporation organized under the laws of Delaware (the “Company”). The Company’s principal executive office is located at 12701 Fair Lakes Circle, Fairfax, Virginia 22030.
Item 2. Identity and Background
     (a) Name: Terry L. Collins
     (b) Address: c/o ARGON ST, Inc., 12701 Fair Lakes Circle, Fairfax, Virginia 22030
     (c) Employment: Chairman, Chief Executive Officer and President, ARGON ST, Inc., a provider of defense and intelligence systems to the U.S. and foreign governments.
     (d) Certain convictions in last five years: None.
     (e) Certain proceedings in last five years: None.
     (f) Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following thereto:
     On June 30, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Boeing Company, a Delaware corporation (“Parent”), and Vortex Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on July 8, 2010, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the “Shares”), for $34.50 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and subject to applicable withholding taxes. On August 4, 2010, the Offer was consummated and Purchaser accepted for payment all Shares that were validly tendered and not properly withdrawn prior to the expiration of the Offer.
     In connection with the Merger Agreement, Dr. Collins entered into a tender and voting agreement (the “Tender and Voting Agreement”) with Parent and Merger Sub whereby Dr. Collins committed, among other things, subject to the terms and conditions of the Tender and Voting Agreement, to tender all of his respective Shares in the Offer.
     Dr. Collins tendered all of his Shares in the Offer at the Offer Price and on August 4, 2010, all of such Shares were accepted for payment by Purchaser. In addition, Dr. Collins resigned as a director of the Company as of August 5, 2010, pursuant to the terms of the Merger Agreement. Dr. Collins will continue as Vice President/General Manager of the Company, which will be a subsidiary of Parent, pursuant to a retention agreement between Dr. Collins and Parent.
     Other than as described above, Dr. Collins has no plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of this Statement.
Item 5. Interest in Securities of the Issuer
     (a)-(b) Information as to share ownership and voting and dispositive power: Incorporated by reference from numbers 7-13 of the cover page of this Amendment No. 4 to Schedule 13D.
     (c) Transactions within last sixty (60) days: The information set forth in Item 4 above is incorporated herein by reference.
     (d) Other persons with rights to receive dividends or proceeds from sale: None.

 


 

                     
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     (e) Date on which reporting person ceased to beneficial owner of more than five percent: On August 4, 2010, Dr. Collins ceased to be the beneficial owner of more than five percent of the Company’s securities.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     The description of the Tender and Voting Agreement set forth in Item 4 above, and the Tender and Support Agreement filed as Exhibit 1, are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
     
Exhibit    
Number   Exhibit
1
  Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Terry L. Collins (and certain affiliates).*
 
*   Incorporated by reference to Exhibit 2.2 to Argon’s Form 8-K filed with the SEC on June 30, 2010.

 


 

                     
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SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule 13D is true, complete and correct.
Date: August 5, 2010
         
     
  By:   /s/ Terry L. Collins    
    Terry L. Collins   
       
 

 

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