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) December 20, 2005
-----------------------------
ENGINEERED SUPPORT SYSTEMS, INC.
------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
MISSOURI 0-13880 43-1313242
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
201 Evans Lane, St. Louis, Missouri 63121
(Address of principal executive officer) (Zip Code)
Registrant's telephone number including area code: (314) 553-4000
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:
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
On December 20, 2005, Engineered Support Systems, Inc. (the
"Company") made determinations under the Company's Executive Incentive
Performance Plan as to the achievement by its executive officers of
performance objectives applicable to fiscal 2005 and of the actual bonus
awards which will be paid to those executive officers for that year. All of
the executive officers of the Company participate in the Executive Incentive
Performance Plan.
Under the plan, target bonuses and performance objectives are set
in advance for the fiscal year by the Compensation Committee for certain of
the executive officers and by Company management for all other executive
officers. The plan pays up to 200% of the target bonus as a cash bonus award
to a participant based on the participant's achievement of those performance
objectives during the fiscal year. Bonuses for a fiscal year are paid by the
Company to participants in December or January of the following fiscal year,
depending on each participant's particular election.
Actual bonus awards for fiscal 2005 range from 0% to 120% of the
executive officer's base salary in effect for fiscal 2005. The actual bonus
awards payable to the Company's named executive officers for fiscal 2005
are:
Name 2005 Actual Bonus
---- -----------------
Gerald A. Potthoff $ 0
Gary C. Gerhardt 267,300
Daniel A. Rodrigues 121,500
Dan D. Jura 69,270
Steven J. Landmann 73,320
Michael F. Shanahan, Sr. (1) 750,000
Ronald W. Davis (2) 136,002
---------------------
(1) Mr. Shanahan received a bonus for that portion of fiscal 2005
during which he served as executive Chairman of the Board.
(2) Mr. Davis received a bonus for that portion of fiscal 2005
during which he served as President, Business Development.
Target bonuses and salaries for executive officers for fiscal 2006
also were set by the Company. Actual target bonus amounts for fiscal 2006
range from 12.8% to 60% of the executive officer's base salary. Salaries for
fiscal 2006 increased between 0% and 18.4% from salaries in effect as of the
end of 2005. The actual target bonuses and salaries for the Company's named
executive officers for fiscal 2006 are:
Name Base Salary for 2006 2006 Target Bonus
---- -------------------- -----------------
Gerald A. Potthoff $720,000 $432,000
Gary C. Gerhardt 600,000 360,000
Daniel A. Rodrigues 400,000 240,000
Dan D. Jura 229,500 76,500
Steven J. Landmann 220,000 86,000
The Company is in the process of setting performance objectives for
executive officers for fiscal 2006.
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.
ENGINEERED SUPPORT SYSTEMS, INC.
Date: December 27, 2005 BY: /s/ Gary C. Gerhardt
------------------------- --------------------------------------------
Gary C. Gerhardt
Vice Chairman and Chief Financial Officer