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): January 6, 2005
ESSEX CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File No. 0-10772
Virginia 54-0846569
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
9150 Guilford Road
Columbia, Maryland 21046-2306
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (301) 939-7000
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 (see General Instruction A.2. below):
[ ] 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))
ESSEX CORPORATION
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
In conjunction with a proposed acquisition of The Windermere Group, LLC
("Borrower") by Essex Corporation ("Essex"), Essex entered into a Promissory
Note and Loan Agreement and Amendment thereto (collectively, the "Note") with
Borrower pursuant to which Essex loaned Borrower $25,000,000. The proceeds of
the loan are to be used by Borrower to completely redeem all of Liberty
Technologies Unlimited, Inc.'s ownership and membership interests in the
Borrower. The date of the Promissory Note and Loan Agreement is January 6, 2005,
which was subsequently amended to January 7, 2005.
The entire outstanding principal balance of the Note, together with accrued and
unpaid interest is due and payable on the earlier of (i) the closing of any
acquisition of Borrower by Essex or (ii) July 7, 2005, unless extended by Essex
in Essex's sole discretion.
Interest accrues on the unpaid principal balance of the Note at a rate equal to
the greater of simple interest of eight percent (8%) per annum or a per annum
rate of one percent (1%) above the prime rate of interest as published in The
Wall Street Journal on July 7, 2005 or any accelerated due date under the Note.
This Note is guaranteed by the Borrower's subsidiaries and interest holders and
is secured by a first lien security interest in all of the Borrower's
outstanding ownership and membership interests, pursuant to the following
agreements:
o Corporate Guaranty made by The Andrew Patrick Tate, LLC (the "Tate LLC") for
the benefit of Essex, dated January 5, 2005;
o Corporate Guaranty made by The Susan Katherine Tate Burrowbridge, LLC
(the "Burrowbridge LLC") for the benefit of Essex, dated January 5,
2005;
o Corporate Guaranty made by The Elizabeth Tate Winters, LLC (the
"Winters LLC") for the benefit of Essex, dated January 5, 2005;
o Corporate Guaranty make be Windermere HDS, LLC ("HDS") for the benefit
of Essex, dated January 5, 2005; and
o Corporate Guaranty made by Windermere Information Technology Systems,
LLC ("Technology") for the benefit of Essex, dated January 5, 2005.
Tate LLC, Burrowbridge LLC and Winters LLC are hereinafter collectively referred
to as the "Tate Parties" and HDS and Technology are hereinafter referred to as
the "Borrower's Subsidiaries".
The Tate Parties have secured their obligations under their respective
guarantees pursuant to a Pledge Agreeement pursuant to which they have pledged
to Essex, among other things, all of their right, title and interest as an owner
and member of Borrower, which they have represented to be, in the aggregate, the
entire equity interest in Borrower.
Pursuant to a Subordination Agreement dated January 7, 2005 by and among Bank of
America, N.A., Essex, Borrower, the Borrower's Subsidiaries and the Tate
Parties, the Note is subordinated to the Borrower's indebtedness under a
preexisting revolving line of credit with Bank of America, N.A. which permits
draws up to a maximum principal amount of $10,000,000.
ESSEX CORPORATION
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99 Press Release of the Corporation dated January 7, 2005.
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.
ESSEX CORPORATION
/S/ LEONARD E. MOODISPAW
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DATE: January 11, 2005 Leonard E. Moodispaw
President and Chief Executive Officer
ESSEX CORPORATION
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
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99 Press Release of the Corporation dated January 7, 2005.