UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2005
(April 13, 2005)
Defense Technology Systems, Inc.
--------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9263 11-2816128
-------------------------- ------------------------ --------------------
(State of Incorporation or (Commission File Number) (I.R.S. Employer
Organization) Identification No.)
275K Marcus Blvd.
Hauppauge, New York 11788
------------------------------------------ -----------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 951-4000
-----------------------------
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))
The registrant hereby amends Items 2.01 and 9.01 of its Current Report on Form
8-K filed on April 13, 2005, as follows:
Item 2.01 - Completion of Acquisition or Disposition of Assets.
On April 6, 2005, Defense Technology Systems, Inc. ("DFTS"), completed the
acquisition of a majority interest in Digital Computer Integration Corporation
("DCI"), pursuant to a purchase agreement (the "Agreement") with NewMarket
Technology, Inc. The Registrant announced the signing of the Agreement on
February 28, 2005. A copy of the press release issued April 13, 2005, which was
previously filed as Exhibit 99.1 is incorporated herein by reference.
On April 13, 2005, DFTS filed a Current Report on Form 8-K stating that it
had completed the acquisition and that the financial statements and pro forma
financial information required under Item 9.01 would be filed on Form 8 K/A.
This amended Current Report on Form 8-K contains the required financial
statements and pro forma financial information.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited financial statements of Digital Computer Integration
Corporation ("DCI") as of December 31, 2004 and December 31, 2003 and the report
of Pollard-Kelley Auditing Services, Inc., and Durland & Company, CPAs, P.A.,
are included Exhibit 99.2 to this Form 8-K and are incorporated herein by
reference.
(b) Pro Forma Financial Information
The unaudited pro forma financial statements of DFTS are included Exhibit
99.3 to this Form 8-K and are incorporated herein by reference. The pro forma
financial statements are not necessarily indicative of the results that would
actually have been attained if the transaction had been in effect on the dates
indicated or which may be attained in the future. Such statements should be read
in conjunction with the historical financial statements of DFTS and DCI.
(d) Exhibits
EXHIBITS DESCRIPTION
-------- -----------------------------------
10.1 * Acquisition Agreement dated February 28, 2005, by and among Defense
Technology Systems, Inc., NewMarket Technology, Inc., and Digital
Computer Integration Corporation, as amended (incorporated by
reference to Exhibit 10.1 of the Company's Current Report on Form 8-K
filed on April 13, 2005)
23.1 Consent of Independent Auditor Pollard-Kelley Auditing Services, Inc.
23.2 Consent of Independent Auditor Durland & Company, CPAs, P.A.
99.1 * Press Release dated April 13, 2005 (incorporated by reference to
Exhibit 10.1 of the Company's Current Report on Form 8-K filed on
April 13, 2005)
99.2 Audited financial statements of Digital Computer Integration
Corporation
99.3 Pro forma financial statements
----------------------
* Previously Filed
2
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.
Date: December 21, 2005
DEFENSE TECHNOLOGY SYSTEMS, INC.
By: /s/ Philip J. Rauch
------------------------------------
Philip J. Rauch
Chief Operating & Financial Officer
3