Edgar Filing: ENGINEERED SUPPORT SYSTEMS INC

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 2

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended October 31, 2002 Commission file number 0-13880

ENGINEERED SUPPORT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)

MISSOURI 43-1313242
(State of Incorporation) (IRS Employer Identification No.)

201 EVANS LANE, ST. LOUIS, MISSOURI 63121
(Address of principal executive offices) (ZIP Code)

Registrant's telephone number including area code: (314) 553-4000

Securities registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:

Title of each class Name of each exchange on which registered
----------------------- -----------------------
Common stock, $.01 par value Over the counter
National Market System
National Association of Security Dealers

No securities are registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934.

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to
such filing requirement for the past 90 days. Yes |X| No | |
Based on the closing price on January 17, 2003, the aggregate market
value of the voting stock held by non-affiliates of the Registrant was
approximately $572,279,000.
The number of shares of the Registrant's common stock, $.01 par value,
outstanding at January 17, 2003 was 16,007,011.

DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II incorporate by reference portions of the Engineered Support
Systems, Inc. Annual Report to Shareholders (the Annual Report) for the year
ended October 31, 2002. Part III incorporates by reference portions of the
Engineered Support Systems, Inc. Proxy Statement for the Annual Shareholders
Meeting to be held on March 4, 2003 (the Definitive Proxy Statement) to be
filed within 120 days after the close of the year ended October 31, 2002.

The purpose of this amendment is to include exhibit A in Exhibit 10.1
and to include the signature of the controller on the signature page.

PART IV
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ITEM 15. EXHIBITS, FINANCIAL STATEMENTS,
SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
See Item 8 above.
(2) The following financial statement schedule and accountants'
report are included as Exhibit 99.3.

Schedule II - Valuation and Qualifying Accounts - years ended
October 31, 2002, 2001 and 2000

All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.

(3) Exhibits

Lists of Exhibits (listed by numbers corresponding to exhibit table of Item
601 in regulation S-K)
3.1 Articles of Incorporation of Engineered Support Systems, Inc.(1)
3.2 Amendment of Articles of Incorporation(2)
3.3 Amended and Restated By-Laws of Engineered Support Systems, Inc.(2)
4.1 Credit Agreement dated as of September 30, 1999 among Engineered
Support Systems, Inc., Bank of America, National Association, as
Agent and as Swing Line Lender, and the Other Financial
Institutions Party Hereto(5)
4.2 Engineered Air Systems, Inc. Employee Stock Ownership Plan,
subsequently renamed the Engineered Support Systems, Inc. Employee
Stock Ownership Plan(4)
4.3 Trust Agreement for the Engineered Air Systems, Inc. Employee Stock
Ownership Trust(4)
4.4 Engineered Support Systems, Inc. 2000 Stock Option Plan(6)
4.5 Engineered Support Systems, Inc. 2000 Stock Option Plan for
Non-Employee Directors(7)
4.6 Engineered Support Systems, Inc. Employee Stock Purchase Plan(8)
4.7 Engineered Support Systems, Inc. Stock Purchase Plan for
Non-Employee Directors(9)
4.8 Engineered Support Systems, Inc. 2002 Stock Option Plan(10)
4.9 Engineered Support Systems, Inc. 2002 Stock Option Plan for
Non-Employee Directors(11)
4.10 Engineered Support Systems, Inc. 2002 Non-Executive Stock Option
Plan(12)

10.1 Employment Agreement with Michael F. Shanahan, Sr.*
10.2 Employment Agreement with Gerald A. Potthoff
10.3 Employment Agreement with Gary C. Gerhardt
10.4 Employment Agreement with Ronald W. Davis
10.5 Employment Agreement with Larry K. Brewer
10.6 Form of Indemnification Agreement with Directors(2)
11 Statement Re: Computation of Earnings Per Share(13)
13 Engineered Support Systems, Inc. Annual Report for the year ended
October 31, 2002 (the Annual Report). Except for the portions
incorporated herein by reference as evidenced in the Form 10-K, the
Annual Report is furnished for the information of the Securities
and Exchange Commission and is not deemed filed as part of this
10-K.(13)
21 Subsidiaries of Registrant(1)
23 Consent of PricewaterhouseCoopers LLP, Independent Accountants(13)
99.1 Certification of Chief Executive Officer(13)
99.2 Certification of Chief Financial Officer(13)
99.3 Valuation and Qualifying Accounts (Schedule II)(13)

* Filed herewith.

(1) This information is incorporated herein by reference from Form S-1
Registration Statement filed on July 10, 1985, registration number
2-98909 as amended on August 13, 1985 and August 21, 1985.

(2) This information is incorporated herein by reference from Form 10-K
Annual Report filed on January 30, 1989.

(3) Not used.

(4) This information is incorporated herein by reference from Form S-8
registration statement, effective June 11, 1987, registration
number 33-14504.

(5) This information is incorporated herein by reference from Form
8-K/A filed on December 14, 1999.

(6) This information is incorporated by reference from Form S-8
registration statement, effective September 1, 2000, registration
number 333-45022.

(7) This information is incorporated by reference from Form S-8
registration statement, effective September 1, 2000, registration
number 333-45020.

(8) This information is incorporated by reference from Form S-8
registration statement, effective June 29, 2001, registration
number 333-64126.

(9) This information is incorporated by reference from Form S-8
registration statement, effective July 20, 2001, registration
number 333-65490.

(10) This information is incorporated by reference from Form S-8
registration statement, effective August 9, 2002, registration
number 333-97859.

(11) This information is incorporated by reference from Form S-8
registration statement, effective August 9, 2002, registration
number 333-97861.

(12) This information is incorporated by reference from Form S-8
registration statement, effective November 12, 2002, registration
number 333-101161.

(13) This information is incorporated herein by reference from Form 10-K
Annual Report filed on January 28, 2003.

(b) Reports on Form 8-K
During the fourth quarter of 2002, the Company filed no reports on
Form 8-K.

(d) Financial Statement Schedules
See Part IV, Item 15(a)2 above.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report on
Form 10-K to be signed on its behalf by the undersigned thereunto duly
authorized.

ENGINEERED SUPPORT SYSTEMS, INC.
Dated: January 29, 2003 By: /s/ Gary C. Gerhardt
---------------- ----------------------------------
GARY C. GERHARDT
Vice Chairman - Administration and
Chief Financial Officer

Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

Signature Title Date
----------------------------------------------------------------------------------------------------

/s/ Michael F. Shanahan, Sr. Chairman of the Board of Directors January 29, 2003
------------------------------ and Chief Executive Officer ----------------
MICHAEL F. SHANAHAN, SR.

/s/ Gary C. Gerhardt Vice Chairman - Administration January 29, 2003
------------------------------ and Chief Financial Officer ----------------
GARY C. GERHARDT

/s/ Steven J. Landmann Vice President - Finance January 29, 2003
------------------------------ and Controller ----------------
STEVEN J. LANDMANN

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

DIRECTORS

/s/ Michael F. Shanahan, Sr. January 29, 2003 /s/ Thomas J. Guilfoil January 29, 2003
------------------------------ ---------------- ------------------------------- ----------------
MICHAEL F. SHANAHAN, SR. THOMAS J. GUILFOIL

/s/ Gerald A. Potthoff January 29, 2003 /s/ S. Lee Kling January 29, 2003
------------------------------ ---------------- ------------------------------- ----------------
GERALD A. POTTHOFF S. LEE KLING

/s/ Gary C. Gerhardt January 29, 2003 /s/ Kenneth E. Lewi January 29, 2003
------------------------------ ---------------- ------------------------------- ----------------
GARY C. GERHARDT KENNETH E. LEWI

/s/ Timothy B. Fleischer January 29, 2003 /s/ Charles T. Robertson, Jr. January 29, 2003
------------------------------ ---------------- ------------------------------- ----------------
TIMOTHY B. FLEISCHER CHARLES T. ROBERTSON, JR.

/s/ William H.T. Bush January 29, 2003 /s/ Crosbie E. Saint January 29, 2003
------------------------------ ---------------- ------------------------------- ----------------
WILLIAM H.T. BUSH CROSBIE E. SAINT

/s/ Michael P. C. Carns January 29, 2003 /s/ Michael F. Shanahan, Jr. January 29, 2003
------------------------------ ---------------- ------------------------------- ----------------
MICHAEL P. C. CARNS MICHAEL F. SHANAHAN, JR.

/s/ George E. Friel January 29, 2003 /s/ Earl W. Wims January 29, 2003
------------------------------ ---------------- ------------------------------- ----------------
GEORGE E. FRIEL EARL W. WIMS

ENGINEERED SUPPORT SYSTEMS, INC.

EXHIBIT INDEX

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10.1 Employment Agreement with Michael F. Shanahan, Sr.