UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Essex Corporation
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
296744105
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(CUSIP Number)
Kathleen M. Salmas
Assistant Secretary
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 8, 2006
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: [ ]
*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).
SCHEDULE 13D
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CUSIP No. 296744105 Page 2 of 12
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Northrop Grumman Corporation
95-4840775
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO, WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 2,278,141(1)
OWNED BY ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10 SHARED DISPOSITIVE POWER
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,278,141(1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%(2)
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14 TYPE OF REPORTING PERSON
CO
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(1) Northrop Grumman Corporation and Northrop Grumman Space & Mission
Systems Corp. (the "Reporting Persons") may be deemed to beneficially own
2,278,141 shares of Common Stock of Essex Corporation pursuant to the
Voting Agreements described in Item 4 below and the irrevocable proxy
contained therein. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by the Reporting
Persons that they are the beneficial owners of any of the Common Stock
referred to herein for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, or for any other purpose, and such beneficial
ownership is expressly disclaimed.
(2) Based on 21,780,467 shares of Common Stock of Essex Corporation
outstanding at October 31, 2006, as reported in its Quarterly Report on
Form 10-Q for the period ended September 30, 2006.
SCHEDULE 13D
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CUSIP No. 296744105 Page 3 of 12
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Northrop Grumman Space & Mission Systems Corp.
34-0575430
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO, WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 2,278,141(1)
OWNED BY ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10 SHARED DISPOSITIVE POWER
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,278,141(1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%(2)
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14 TYPE OF REPORTING PERSON
CO
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(1) Northrop Grumman Corporation and Northrop Grumman Space & Mission
Systems Corp. (the "Reporting Persons") may be deemed to beneficially own
2,278,141 shares of Common Stock of Essex Corporation pursuant to the
Voting Agreements described in Item 4 below and the irrevocable proxy
contained therein. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by the Reporting
Persons that they are the beneficial owners of any of the Common Stock
referred to herein for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, or for any other purpose, and such beneficial
ownership is expressly disclaimed.
(2) Based on 21,780,467 shares of Common Stock of Essex Corporation
outstanding at October 31, 2006, as reported in its Quarterly Report on
Form 10-Q for the period ended September 30, 2006.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D (this "Statement") relates to the common stock, no par
value per share (the "Common Stock"), of Essex Corporation, a Virginia
corporation ("Essex"). The principal executive offices of Essex are located
at 6708 Alexander Bell Drive, Columbia, MD 21046.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Northrop Grumman Corporation, a Delaware
corporation ("Northrop Grumman"), and Northrop Grumman Space & Mission
Systems Corp. (formerly TRW Inc.), an Ohio corporation and wholly owned
subsidiary of Northrop Grumman ("NGS&MSC" and together with Northrop
Grumman, the "Reporting Persons"). The principal executive offices of
Northrop Grumman and NGS&MSC are located at 1840 Century Park East, Los
Angeles, California 90067. Northrop Grumman and its subsidiaries provide
technologically advanced, innovative products, services and solutions in
defense and commercial electronics, information technology, systems
integration and nuclear and non-nuclear shipbuilding and systems.
NGS&MSC has the direct power to vote the shares of Common Stock of Essex
covered under this Statement (the "Shares"). As the sole parent of NGS&MSC,
Northrop Grumman has the indirect power to vote the Shares. The Reporting
Persons have entered into a Joint Filing Agreement, dated November 13,
2006, a copy of which is attached as Exhibit 7.01 hereto, pursuant to which
the Reporting Persons have agreed to file this Statement jointly in
accordance with the provisions of Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Annex I attached to this Statement contains the following information
concerning each director, executive officer and controlling person of
Northrop Grumman and NGS&MSC: (a) the name and residence or business
address; (b) the principal occupation or employment; and (c) the name,
principal business and address of any corporation or other organization in
which such employment is conducted. Annex I is incorporated herein by
reference. During the last five years, neither of the Reporting Persons nor
any of the persons listed on Annex I (to the knowledge of the Reporting
Persons) has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and, as a
result of such proceeding, is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
NGS&MSC and Essex have entered into a definitive Agreement and Plan of
Merger, dated as of November 8, 2006 (the "Merger Agreement"). Subject to
the terms and conditions thereof, the Merger Agreement provides for the
merger (the "Merger") of Eagle Transaction Corporation, a wholly-owned
subsidiary of NGS&MSC, into Essex, with Essex continuing as the surviving
corporation and a wholly-owned subsidiary of NGS&MSC. In consideration of
the Merger, Essex shareholders will receive $24.00 per share of Common
Stock in an all-cash transaction valued at approximately $580 million,
which includes the assumption of Essex's debt.
As an inducement for NGS&MSC to enter into the Merger Agreement with Essex,
and in consideration thereof, certain shareholders of Essex entered into
Voting Agreements, dated as of November 8, 2006, with NGS&MSC (the "Voting
Agreements"). NGS&MSC did not pay any additional consideration to such
Essex shareholders in connection with the execution and delivery of the
Voting Agreements.
For a description of the Merger Agreement and the Voting Agreements, see
Item 4 below, which description is incorporated herein by reference in
response to this Item 3.
ITEM 4. PURPOSE OF TRANSACTION
As stated above, the Voting Agreements were entered into as an inducement
for, and in consideration of, NGS&MSC entering into the Merger Agreement.
MERGER AGREEMENT
At the effective time and as a result of the Merger, each share of Common
Stock of Essex issued and outstanding immediately prior to the effective
time of the Merger (the "Effective Time") will be canceled and extinguished
and automatically converted into the right to receive an amount of cash
equal to $24.00, without interest (the "Merger Consideration"). Each option
to purchase shares of Common Stock outstanding as of the Effective Time
will be cancelled in exchange for the right to receive a cash payment,
without interest, equal to the difference between the Merger Consideration
and the exercise price of such option.
VOTING AGREEMENTS
In connection with the Merger Agreement, NGS&MSC has entered into voting
agreements ("Voting Agreements") with certain shareholders of Essex owning
an aggregate of 2,278,141 Shares, which represent approximately 10.5% of
the outstanding Common Stock of Essex, based on 21,780,467 shares of Common
Stock of Essex outstanding at October 31, 2006, as reported in its
Quarterly Report on Form 10-Q for the period ended September 30, 2006, each
substantially in the form of Exhibit 7.03 hereto. The shareholders are (i)
Leonard Moodispaw, the President and Chief Executive Officer of Essex; (ii)
Terry Turpin, Senior Vice President of Essex; and (iii) John Hannon,
Director of Essex (together, the "Covered Shareholders"). In addition to
the aggregate 2,278,141 Shares covered by the Voting Agreements, the Voting
Agreements also cover any additional Common Stock issuable to the Covered
Shareholders upon conversion of warrants or exercise of options or other
rights to acquire Common Stock, specifically including an aggregate of
627,000 options held by the Covered Shareholders.
Among other things, the Voting Agreements provide that: (i) the Covered
Shareholders will not solicit or knowingly encourage any inquiries or the
making of any takeover proposal from any person other than NGS&MSC, (ii)
the Covered Shareholders will vote (a) in favor of adoption and approval of
the Merger Agreement and the Merger contemplated thereby, (b) against
approval of any proposal made in opposition to, or in competition with,
consummation of the Merger and the transactions contemplated by the Merger
Agreement, (c) against any other action, proposal, transaction or agreement
that would compete with or serve to interfere with, delay, discourage,
adversely affect or inhibit the timely consummation of the Merger, and (d)
against any takeover proposal (other than the takeover proposal
contemplated by the Merger Agreement), and (iii) the Covered Shareholders
grant to certain employees of Northrop Grumman a limited irrevocable proxy
to vote, express, consent or dissent the shares owned by the Covered
Shareholders with regard to the matters specified in (ii) for the term of
the Voting Agreement.
The foregoing summary of certain provisions of the Merger Agreement and the
Voting Agreements is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements.
Copies of the Merger Agreement and the form of Voting Agreement are filed
as Exhibit 7.02 and Exhibit 7.03 and are incorporated herein by reference.
DELISTING AND TERMINATION OF REGISTRATION
If the Merger is consummated, the shares of Common Stock will be delisted
from The Nasdaq Global Select Market and will be deregistered under the
Exchange Act. Furthermore, some or all of the current directors or officers
of Essex may be replaced by NGS&MSC.
Except as set forth in this Item 4, the Reporting Persons have no knowledge
that any of the individuals referred to in Annex I to this Schedule 13D
have any plans or proposals which relate to or would result in any of the
actions specified in clauses (a)-(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Pursuant to the Voting Agreements, and subject to the conditions
and limitations thereof, the Reporting Persons may be deemed to have shared
power to vote or direct the vote of 2,278,141 shares of Common Stock, which
represents approximately 10.5% of the outstanding shares of Common Stock,
based on 21,780,467 shares of Common Stock outstanding at October 31, 2006,
as reported in its Quarterly Report on Form 10-Q for the period ended
September 30, 2006. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by the Reporting
Persons that they are the beneficial owner of any of the Common Stock
referred to herein for purposes of Section 13(d) of the Exchange Act, or
for any other purpose, and such beneficial ownership is expressly
disclaimed. To the best of the Reporting Persons' knowledge, none of the
individuals referred to in Annex I to this Schedule 13D may be deemed to
beneficially own any Common Stock.
Apart from the terms and conditions set forth in the Voting Agreements, the
Reporting Persons are not entitled to any rights of a shareholder of Essex.
The Reporting Persons do not, other than as specified in the Voting
Agreements, have (i) sole or shared power to vote or direct the vote or
(ii) sole or shared power to dispose or direct the disposition of Common
Stock.
(c) Except as set forth or incorporated herein, neither of the Reporting
Persons nor, to the Reporting Persons' knowledge, any of the individuals
referred to in Annex I to this Schedule 13D, have effected any transaction
in Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than the Merger Agreement and the Voting Agreements, to the knowledge
of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
named in Annex I to this Schedule 13D or between such persons and any other
person with respect to the securities of Essex, including, but not limited
to, transfer or voting of any securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
7.01 Joint Filing Agreement by and between Northrop Grumman and NGS&MSC,
dated November 13, 2006.
7.02 Agreement and Plan of Merger, dated as of November 8, 2006, by and
among NGS&MSC, Eagle Transaction Corporation and Essex.
7.03 Form of Voting Agreement, entered into by NGS&MSC with certain
shareholders of Essex as of November 8, 2006.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Date: November 13, 2006
NORTHROP GRUMMAN CORPORATION
By: /s/ Kathleen M. Salmas
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Name: Kathleen M. Salmas
Title: Assistant Secretary
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP.
By: /s/ Kathleen M. Salmas
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Name: Kathleen M. Salmas
Title: Secretary
ANNEX I
EXECUTIVE OFFICERS AND DIRECTORS OF
NORTHROP GRUMMAN CORPORATION ("NORTHROP GRUMMAN")
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of
each director, executive officer and controlling person of Northrop
Grumman. To the knowledge of the Reporting Persons, each person listed
below is a citizen of the United States of America. The name of each person
who is a director of Northrop Grumman is marked with an asterisk.
NAME/CITIZENSHIP BUSINESS ADDRESS PRINCIPAL OCCUPATION
JERRY B. AGEE 1200 Sunset Hills Road Corporate Vice President and
Reston, VA 20190 President, Northrop Grumman
Mission Systems
WESLEY J. BUSH 1840 Century Park East, President and Chief Financial
Los Angeles, California 90067 Officer, Northrop Grumman
JAMES L. CAMERON 2411 Dulles Corner Park Corporate Vice President and
8th Floor, Suite 5200 President, Northrop Grumman
Herndon, VA 20171 Technical Services
JOHN T. CHAIN, JR.* c/o 1840 Century Park East, General U.S. Air Force (Ret.) /
Los Angeles, California 90067 Chairman of the Board, Thomas
Group, Inc.
LEWIS W. COLEMAN* c/o 1840 Century Park East, President, DreamWorks Animation
Los Angeles, California 90067 SKG
VIC FAZIO* c/o 1840 Century Park East, Senior Advisor, Akin Gump Strauss
Los Angeles, California 90067 Hauer & Feld LLP
STEPHEN E. FRANK* c/o 1840 Century Park East, Former Chairman, President and
Los Angeles, California 90067 Chief Executive Officer, Southern
California Edison
PHILLIP FROST* c/o 1840 Century Park East, Vice Chairman of the Board, Teva
Los Angeles, California 90067 Pharmaceutical Industries, Ltd.
KENNETH N. HEINTZ 1840 Century Park East, Corporate Vice President,
Los Angeles, California 90067 Controller and Chief Accounting
Officer, Northrop Grumman
ROBERT W. HELM 1000 Wilson Boulevard Corporate Vice President, Business
Suite 2300 Development and Government
Arlington, VA 22209 Relations, Northrop Grumman
CHARLES R. LARSON* c/o 1840 Century Park East, Admiral, United States Navy (Ret.)
Los Angeles, California 90067
ALEXIS LIVANOS One Space Park Corporate Vice President and
Redondo Beach, CA 90278 President, Northrop Grumman Space
Technology
JOHN H. MULLAN 1840 Century Park East, Corporate Vice President and
Los Angeles, California 90067 Secretary, Northrop Grumman
Corporation
RICHARD B. MYERS* c/o 1840 Century Park East, General, United States Air Force
Los Angeles, California 90067 (Ret.), Former Chairman, Joint
Chiefs of Staff
ROSANNE O'BRIEN 1840 Century Park East, Corporate Vice President,
Los Angeles, California 90067 Communications, Northrop Grumman
PHILIP A. ODEEN* c/o 1840 Century Park East, Chairman, Reynolds and Reynolds
Los Angeles, California 90067 Company
JAMES R. O'NEIL 7575 Colshire Drive Corporate Vice President and
McLean, VA 22102 President, Northrop Grumman
Information Technology
AULANA L. PETERS* c/o 1840 Century Park East, Retired Partner, Gibson, Dunn &
Los Angeles, California 90067 Crutcher
MIKE PETTERS 4101 Washington Avenue Newport Corporate Vice President and
News, VA 23607 President, Northrop Grumman
Newport News
JAMES F. PITTS 1580-A West Nursery Road Corporate Vice President and
Linthicum, MD 21090 President, Northrop Grumman
Electronic Systems
JAMES L. SANFORD 1840 Century Park East, Corporate Vice President and
Los Angeles, California 90067 Treasurer, Northrop Grumman
SCOTT SEYMOUR One Hornet Way Corporate Vice President and
El Segundo, Segundo, CA 90245 President, Northrop Grumman
Integrated Systems
KEVIN W. SHARER* c/o 1840 Century Park East, Chairman, Chief Executive Officer
Los Angeles, California 90067 and President, Amgen Inc.
RONALD D. SUGAR* 1840 Century Park East, Chairman and Chief Executive
Los Angeles, California 90067 Officer, Northrop Grumman
PHILIP A. TEEL 1000 Access Road Corporate Vice President and
Pascagoula, MS 39567 President, Northrop Grumman Ship
Systems
W. BURKS TERRY 1840 Century Park East, Corporate Vice President and
Los Angeles, California 90067 General Counsel, Northrop Grumman
IAN V. ZISKIN 1840 Century Park East, Corporate Vice President and Chief
Los Angeles, California 90067 Human Resources and Administrative
Officer, Northrop Grumman
EXECUTIVE OFFICERS AND DIRECTORS OF
NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP. ("NGS&MSC")
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of
each director, executive officer and controlling person of NGS&MSC. To the
knowledge of the Reporting Persons, each person listed below is a citizen
of the United States of America. The name of each person who is a director
of NGS&MSC is marked with an asterisk.
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
JAMES L. SANFORD* 1840 Century Park East, President and Treasurer
Los Angeles, California 90067
KATHLEEN M. SALMAS 1840 Century Park East, Secretary
Los Angeles, California 90067
JERRY B. AGEE 1200 Sunset Hills Road Executive Vice President
Reston, VA 20190
ALEXIS LIVANOS One Space Park Executive Vice President
Redondo Beach, CA 90278
JOHN H. MULLAN* 1840 Century Park East,
Los Angeles, California 90067
GARY W. MCKENZIE* 1840 Century Park East,
Los Angeles, California 90067