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): February 28, 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 1.01 - Entry into a Material Definitive Agreement
On February 28, 2005, Defense Technology Systems, Inc. ("DFTS"), signed a
definitive agreement with NewMarket Technology, Inc. ("NMKT") to acquire NMKT's
majority interest in Digital Computer Integration Corporation which will result
in the issuance of two additional classes of preferred stock. A copy of the
Agreement and the Certificates of Designation are attached hereto as Exhibits
10.1 - 10.3 and are incorporated herein by reference.
Item 9.01 - Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
EXHIBITS DESCRIPTION
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10.1 DCI Acquisition Agreement
10.2 Certificate of Designation, Preferences and Rights of Class C
Cumulative Convertible Preferred Stock
10.3 Certificate of Designation, Preferences and Rights of Class D
Cumulative Preferred Stock
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: February 28, 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 DCI Acquisition Agreement
10.2 Certificate of Designation, Preferences and Rights of
Class C Cumulative Convertible Preferred Stock
10.3 Certificate of Designation, Preferences and Rights of
Class D Cumulative Preferred Stock
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