Filing Details
- Accession Number:
- 0001209191-10-041644
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2010-08-06 13:00:00
- Reporting Period:
- 2010-08-05
- Filing Date:
- 2010-08-06
- Accepted Time:
- 2010-08-06 20:40:39
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
26537 | Argon St Inc. | STST | Measuring & Controlling Devices, Nec (3829) | 381873250 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
12927 | Boeing Co | 100 N. Riverside Plaza Chicago IL 60606 | No | No | Yes | No | |
1496280 | Vortex Merger Sub, Inc. | 100 N. Riverside Plaza Chicago IL 60606 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2010-08-05 | 37,712,557 | $34.50 | 37,712,557 | No | 4 | P | Indirect | By Vortex Merger Sub |
Common Stock | Acquisiton | 2010-08-05 | 924,485 | $34.50 | 1,000 | No | 4 | P | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Indirect | By Vortex Merger Sub |
No | 4 | P | Direct |
Footnotes
- Reflects shares acquired by Vortex Merger Sub, Inc. (the "Purchaser") (i) in the tender offer described in the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the Securities and Exchange Commission on July 8, 2010 (the "Tender Offer") by The Boeing Company ("Boeing") and the Purchaser and (ii) from Argon ST, Inc. ("Argon") upon the exercise of the "top-up" option provided for in the Agreement and Plan of Merger, dated as of June 30, 2010, by and among Boeing, the Purchaser and Argon.
- Reflects all outstanding shares of Argon not tendered in the Tender Offer. Following the Tender Offer and the exercise of the "top-up" option, Argon was merged with and into the Purchaser with Argon surviving the merger as a wholly owned subsidiary of Boeing pursuant to a "short-form merger" under Delaware law (the "Merger"). Outstanding shares of Argon not tendered in the Tender Offer are deemed acquired by Boeing and the Purchaser upon consummation of the Merger.
- Prior to the Merger, Boeing held 1,000 shares of the common stock of the Purchaser, which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the Merger, each share of the Purchaser was converted into a share of Argon stock. At the effective time of the Merger, all shares of Argon issued and outstanding immediately prior to the effective time were cancelled as a result of the Merger, in effect cancelling all shares of Argon held by the Purchaser.