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Form 8-K for EDO CORP


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21-Nov-2005

Financial Obligation Matter, Financial Statements and Exhibits



ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On November 21, 2005, EDO Corporation (the "Company") completed an offering of $175,000,000 principal amount of 4.0% Convertible Senior Subordinated Notes due 2025 (the "Notes"). The Notes were sold under the Company's effective Registration Statement on Form S-3 (Registration Statement No. 333-111483), as amended, and were issued pursuant to the Indenture, dated as of November 21, 2005 (the "Base Indenture"), between the Company and HSBC Bank USA, National Association ("HSBC"), as Trustee, as supplemented by the First Supplemental Indenture, dated as of November 21, 2005, between the Company and HSBC, as Trustee (the "Supplemental Indenture").

The Notes bear interest at a rate of 4.0% per year. The Company will pay interest on the Notes on May 15 and November 15 of each year, beginning May 15, 2006. The Notes mature on November 15, 2025.

The Notes may be converted into the Company's common shares, $1.00 par value per share (the "Common Shares"), at an initial conversion rate of 29.2493 Common Shares per $1,000 principal amount of the Notes, which is equal to an initial conversion price of approximately $34.19 per share. In addition, if certain corporate transactions that constitute a change of control occur on or prior to November 15, 2012, the Company will increase the conversion rate in certain circumstances, unless any such transaction constitutes a public acquirer change of control and the Company elects to modify the conversion rate into the common stock of the public acquirer.

The Company may redeem some or all of the Notes at any time on or after November 20, 2010 at redemption prices specified in the Supplemental Indenture, plus any accrued and unpaid interest, to but excluding the date fixed for redemption.

Holders of the Notes have the right to require the Company to repurchase all or a portion of their Notes at 100% of the principal amount thereof plus accrued and unpaid interest on November 15, 2012, November 15, 2015 and November 15, 2020 or in the event of certain fundamental changes or a termination of trading.

The Notes are unsecured senior subordinated obligations of the Company and will be subordinated in right of payment to all of the Company's existing and future senior indebtedness.

Upon the occurrence of certain events related to the bankruptcy, insolvency or reorganization of the Company or its subsidiaries, the Notes (including all interest thereon) shall automatically become due and payable. Other than with respect to the bankruptcy, insolvency or reorganization of the Company or its subsidiaries, if an event of default with respect to the Notes occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the Notes may declare the Notes due and payable.



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The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Base Indenture, the Supplemental Indenture and the form of the Note, each of which are attached hereto as exhibits to this report and are incorporated herein by reference.




ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits


Exhibit Number Description of Exhibit
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4(e) Indenture, dated as of November 21, 2005, by and between EDO
Corporation and HSBC Bank USA, National Association, as
Trustee

4(f) First Supplemental Indenture, dated as of November 21, 2005,
by and between EDO Corporation and HSBC Bank USA, National
Association, as Trustee

4(g) Form of 4.0% Convertible Senior Subordinated Notes due 2025

5.1 Opinion of Dechert LLP

23.1 Consent of Dechert LLP (included in Exhibit 5.1)