SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 12, 2005
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Defense Technology Systems, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9263 11-2816128
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(State of Incorporation or (Commission File Number) (I.R.S. Employer
Organization) Identification No.)
275K Marcus Blvd.
Hauppauge, New York 11788
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 951-4000
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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 142-12 under the Exchange Act (17
CFR 240.14z-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))
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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, is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective April 6, 2005 and pursuant to the acquisition of a majority
interest in DCI, Philip Verges was appointed to the Board of Directors of DFTS.
Mr. Verges is currently Chairman and CEO of NewMarket Technology, Inc.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial statements of the business acquired.
The Registrant intends to file the financial statements of the business
acquired under cover of Form 8-K/A no later than 71 calender days after the date
this Report is required to be filed.
(b) Pro forma financial information.
The Registrant intends to file pro forma financial information under cover
of Form 8-K/A no later than 71 calender days after the date this Report is
required to be filed.
(c) Exhibits
EXHIBITS DESCRIPTION
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10.1 Acquisition Agreement dated February 28, 2005, by and among
Defense Technology Systems, Inc., NewMarket Technology, Inc., and
Digital Computer Integration Corporation
99.1 Press Release dated April 13, 2005
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SIGNATURE
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 thereunto duly authorized.
Date: April 13, 2005
DEFENSE TECHNOLOGY SYSTEMS, INC.
By: /s/ Philip J. Rauch
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Philip J. Rauch
Chief Operating & Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Document
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10.1 Acquisition Agreement dated February 28, 2005, by and among
Defense Technology Systems, Inc., NewMarket Technology, Inc., and
Digital Computer Integration Corporation
99.1 Press Release dated April 13, 2005
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