UNITED STATES
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 (Date of earliest event reported) June 1, 2005
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ENGINEERED SUPPORT SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
MISSOURI 0-13880 43-1313242
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
201 Evans Lane, St. Louis, Missouri 63121
(Address of principal executive officer) (Zip Code)
Registrant's telephone number including area code: (314) 553-4000
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:
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2005, the Company entered into a consulting
agreement with an effective date of June 1, 2005, between
the Company and Ronald W. Davis (the "Consulting
Agreement"). Immediately prior to the effectiveness of the
Consulting Agreement, Mr. Davis was employed by the
Company as its President, Business Development.
Consulting Agreement
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Pursuant to the terms of the Consulting Agreement, Mr.
Davis will provide consulting and advisory services
pertaining to the business and operations of the Company.
He will assist with the transition of the successor
President, Business Development and shall perform such
other duties and responsibilities as may be requested by
the Company's Chief Executive Officer and Board of
Directors.
The initial term of the Consulting Agreement commenced
June 1, 2005 and continues through May 31, 2006 (the
"Initial Term"). Thereafter, the Consulting Agreement
automatically renews for successive one year periods
unless terminated by either party upon written notice at
least 30 days prior to the expiration of the Initial Term
or any renewal term, as the case may be. The Consulting
Agreement terminates prior to the expiration of the
Initial Term or a renewal term upon the death or
disability of Mr. Davis. Mr. Davis also may terminate the
Agreement upon at least 30 days notice to the Company. The
Company may terminate the Agreement at any time with or
without cause.
Mr. Davis' consulting fee under the Consulting Agreement
is $210 per hour, or $1,680 per day when services are
performed for eight or more hours on a given day. The
Consulting Agreement provides that upon a termination by
the Company without cause, the Company will pay Mr. Davis
twelve consecutive monthly installments of $14,333.
In addition to the consulting fee, Mr. Davis is entitled
to: (a) reimbursement of reasonable and necessary expenses
incurred in the interest of the business of the Company;
(b) a car allowance of not less than $1,000 per month;
and (c) participation in the Company's medical and dental
insurance programs along with his spouse for the duration
of his life and the life of his spouse on the same basis
as executives of the Company who are entitled to
participate in the same.
The Consulting Agreement also contains non-compete and
non-diversion covenants that extend for so long as the
Consulting Agreement is in effect and for a two year
period after termination of the Consulting Agreement.
The description of the Consulting Agreement is qualified
in its entirety by reference to the complete agreement
that is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Ronald W. Davis retired from the Board of Directors of the
Company effective June 1, 2005.
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibit is filed as part of this report:
Exhibit Number Description
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10.1 Consulting Agreement dated June 1, 2005
by and between Engineered Support
Systems, Inc. and Ronald W. Davis.
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.
ENGINEERED SUPPORT SYSTEMS, INC.
Date: June 22, 2005 BY: /s/ Gary C. Gerhardt
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Gary C. Gerhardt
Vice Chairman and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Consulting Agreement dated June 1, 2005
by and between Engineered Support
Systems, Inc. and Ronald W. Davis.