EXHIBIT (a)(7)
October 31, 2002
TO HOLDERS OF PARAVANT INC. STOCK OPTIONS:
As you know, Paravant Inc. (the "Company") has entered into an Agreement
and Plan of Merger, dated as of October 23, 2002 (the "Merger Agreement"), by
and among the Company, DRS Technologies, Inc. ("DRS") and Prince Merger
Corporation, a wholly owned subsidiary of DRS ("Purchaser") pursuant to which
Purchaser has made an offer to purchase (the "Offer"), for $4.75 in cash per
share, all of the outstanding shares of the Company's common stock. After the
expiration of the Offer, subject to the satisfaction or waiver of certain
conditions the Purchaser will be merged into the Company.
In accordance with the Merger Agreement, on the date that the merger
becomes effective, any options to purchase shares of the Company that are held
by you as of such date will be cancelled. In exchange for such cancellation, you
will be entitled to receive, with respect to each cancelled option, a cash
payment (less withholding taxes) equal to the product of:
- the excess, if any, of $4.75 (the price paid by the Purchaser for
each share of Company common stock in the Offer) over the per share
exercise price of each of your options; multiplied by
- the number of shares subject to such option.
According to our records, you are the holder of the option(s) set forth on
the attached Annex A. Assuming that these awards remain outstanding immediately
prior to the date that the merger becomes effective, the options will be
cancelled as described above. In consideration of such cancellation you will
receive the amounts set forth on such Annex A (less withholding taxes).
Please acknowledge the receipt of this letter and the foregoing
cancellation by signing it in the space provided below and returning it in the
enclosed envelope, by no later than November 8, 2002. NO CASH PAYMENT WILL BE
MADE UNTIL WE RECEIVE THIS SIGNED ACKNOWLEDGMENT. Your signature will constitute
consent to the cancellation of the option(s) on the terms described above and
your representation that the options set forth on Annex A are the only
outstanding and unexercised options that have been awarded to you.
If you have any questions, please do not hesitate to call me at
000-000-0000.
Sincerely,
Xxxx X. Xxxxx
Chief Financial Officer
Acknowledged and Consented to:
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Name
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Signature
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