SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[GRAPHIC OMITTED]
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DEFENSE TECHNOLOGY SYSTEMS, INC.
Date of Report (Date of earliest event reported): May 20, 2005
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Defense Technology Systems, Inc.
(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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The registrant hereby amends Items 2.01 and 9.01 of its Current Report on Form
8-K filed on April 13, 2005, as follows:
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 and filed a copy of the Agreement in the Current Report on
Form 8-K filed on April 13, 2005. Subsequently it has come to the attention of
the Registrant that information included on Schedule 3.5 to the Agreement,
related to outstanding stock options, was incorrect, and that certain related
information, applicable to Schedule 3.6, was omitted. The corrected information,
related principally to unvested stock options granted to the Chief Executive and
Chief Financial Officers, as well as the corrected number of vested options
outstanding, is included in the revised schedules accompanying this filing.
The amendment to the Agreement acknowledging the above changes and
reaffirming the Agreement with the amended disclosure is attached herewith as
Exhibit 10.2.
Item 9.01 - Financial Statements and Exhibits.
(c) Exhibits
EXHIBITS DESCRIPTION
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10.1 Schedule 3.5 and Schedule 3.6.3 to the Acquisition Agreement
dated February 28, 2005, by and among Defense Technology Systems,
Inc., NewMarket Technology, Inc., and Digital Computer
Integration Corporation, as amended
10.2 Amendment to the Acquisition Agreement dated February 28, 2005,
by and among Defense Technology Systems, Inc., NewMarket
Technology, Inc., and Digital Computer Integration Corporation
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: May 20, 2005
DEFENSE TECHNOLOGY SYSTEMS, INC.
By: /s/ Philip J. Rauch
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Philip J. Rauch
Chief Operating & Financial Officer
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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, as amended.
10.2 Amendment to the Acquisition Agreement dated February 28, 2005,
by and among Defense Technology Systems, Inc., NewMarket
Technology, Inc., and Digital Computer Integration Corporation
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