Issuer

DRS Technologies, Inc.

Underwriters

Bear, Stearns & Co., Inc. (Sole Book-Running Manager)

Wachovia Capital Markets, LLC (Joint Lead Manager)

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Banc of America Securities LLC

CIBC World Markets Corp.

Jefferies & Company, Inc.

Ryan Beck & Co., Inc.

Notes Offered

$350.0 million aggregate principal amount of 65/8%
Senior Notes due 2016 (the Senior Notes).

$250.0 million aggregate principal amount of 75/8%
Senior Subordinated Notes due 2018 (the Senior Subordinated Notes and, together with the Senior Notes, the Notes).

Maturity

Senior Notes: February 1, 2016

Senior Subordinated Notes: February 1, 2018

Interest Payment Dates

February 1 and August 1 of each year, beginning on August 1, 2006. Interest will be paid semi-annually in arrears.

Public Offering Price

Senior Notes: 100%

Senior Subordinated Notes: 100%

Senior Notes Optional Redemption

At any time prior to February 1, 2011, DRS may redeem the Senior Notes for cash at its option, in whole or in part, at any time or from time to time, upon not less than 30 days’ nor more than 60 days’ notice to each Holder of Senior Notes, at a redemption price equal to the greater of (1)

100% of the principal amount of the Senior Notes being redeemed and (2) the sum of the present values of 103.313% of the principal amount of the Senior Notes being redeemed and scheduled payments of interest on such Senior Notes to but not including February 1, 2011 discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, together in the case of (1) or (2) with accrued and unpaid interest, if any, to but not including the date of redemption.

At any time prior to February 1, 2009, DRS may on any one or more occasions redeem up to 35% of the aggregate principal amount of Senior Notes issued under the Senior Indenture (including any Additional Senior Notes issued after the issue date) at a redemption price of 106.625% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Senior Notes originally issued under the Senior Indenture (excluding Senior Notes held by DRS and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

On or after February 1, 2011, DRS may redeem all or a part of the Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Senior Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date:

Year

Percentage

2011

103.313

%

2012

102.209

%

2013

101.105

%

2014 and thereafter

100.000

%

Senior Subordinated Notes Optional Redemption

At any time prior to February 1, 2011, DRS may redeem the Senior Subordinated Notes for cash at its option, in whole or in part, at any time or from time to time, upon not less than 30 days’ nor more than 60 days’ notice to each Holder of Senior Subordinated Notes, at a redemption price equal to the greater of (1) 100% of the principal amount of the Senior Subordinated Notes being redeemed and (2) the sum of the present values of 103.813% of the principal amount of the Senior Subordinated Notes being redeemed and scheduled payments of interest on such Senior Subordinated Notes to but not including February 1, 2011 discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, together in the case of (1) or (2) with accrued and unpaid interest, if any, to but not including the date of redemption.

At any time prior to February 1, 2009, DRS may on any one or more occasions redeem up to 35% of the aggregate principal amount of Senior Subordinated Notes issued under the Senior Subordinated Indenture (including any Additional Senior Subordinated Notes issued after the issue date) at a redemption price of 107.625% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Senior Subordinated Notes originally issued under the Senior Subordinated Indenture (excluding Senior Subordinated Notes held by DRS and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

On or after February 1, 2011, DRS may redeem all or a part of the Senior Subordinated Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Senior Subordinated Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below, subject to the rights of noteholders on the relevant

record date to receive interest on the relevant interest payment date:

Year

Percentage

2011

103.813

%

2012

102.542

%

2013

101.271

%

2014 and thereafter

100.000

%

Use of Proceeds

The net proceeds from the offering of the Notes will be approximately $586.2 million, after deducting $12.0 million of underwriters’ discounts and commissions and $1.8 million of other fees and expenses. We will use the net proceeds of the offering, together with a portion of our available cash, borrowings under our amended and restated senior secured credit facility, the net proceeds from our offering of $300.0 million aggregate principal amount of senior convertible notes due 2026 and the issuance of our common stock to fund the ESSI acquisition, repay certain of our and ESSI’s outstanding indebtedness and pay related fees and expenses.

Conditions to this Offering

Closing of this offering will occur concurrently with, and is conditioned upon, the closing of the acquisition by DRS of all of the outstanding stock of ESSI.

CUSIP Numbers

Senior Notes: 23330X AH 3

Senior Subordinated Notes: 23330X AJ 9

Ratings (Moody’s/S&P)

Senior Notes: B2/B+

Senior Subordinated Notes: B3/B

A rating reflects only the view of a rating agency and is not a recommendation to buy, sell or hold the Notes.  Any rating can be revised upward or downward or withdrawn at any time by a rating agency, if it decides that circumstances warrant that change.

Trade Date

January 20, 2006

Settlement Date

January 31, 2006, subject to conditions of the offering.