Filing Details

Accession Number:
0001209191-10-041644
Form Type:
4
Zero Holdings:
No
Publication Time:
2010-08-06 13:00:00
Reporting Period:
2010-08-05
Filing Date:
2010-08-06
Accepted Time:
2010-08-06 20:40:39
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
26537 Argon St Inc. STST Measuring & Controlling Devices, Nec (3829) 381873250
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
12927 Boeing Co 100 N. Riverside Plaza
Chicago IL 60606
No No Yes No
1496280 Vortex Merger Sub, Inc. 100 N. Riverside Plaza
Chicago IL 60606
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2010-08-05 37,712,557 $34.50 37,712,557 No 4 P Indirect By Vortex Merger Sub
Common Stock Acquisiton 2010-08-05 924,485 $34.50 1,000 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect By Vortex Merger Sub
No 4 P Direct
Footnotes
  1. Reflects shares acquired by Vortex Merger Sub, Inc. (the "Purchaser") (i) in the tender offer described in the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the Securities and Exchange Commission on July 8, 2010 (the "Tender Offer") by The Boeing Company ("Boeing") and the Purchaser and (ii) from Argon ST, Inc. ("Argon") upon the exercise of the "top-up" option provided for in the Agreement and Plan of Merger, dated as of June 30, 2010, by and among Boeing, the Purchaser and Argon.
  2. Reflects all outstanding shares of Argon not tendered in the Tender Offer. Following the Tender Offer and the exercise of the "top-up" option, Argon was merged with and into the Purchaser with Argon surviving the merger as a wholly owned subsidiary of Boeing pursuant to a "short-form merger" under Delaware law (the "Merger"). Outstanding shares of Argon not tendered in the Tender Offer are deemed acquired by Boeing and the Purchaser upon consummation of the Merger.
  3. Prior to the Merger, Boeing held 1,000 shares of the common stock of the Purchaser, which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the Merger, each share of the Purchaser was converted into a share of Argon stock. At the effective time of the Merger, all shares of Argon issued and outstanding immediately prior to the effective time were cancelled as a result of the Merger, in effect cancelling all shares of Argon held by the Purchaser.