UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT Pursuant~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~June~~August 305, 2010

Argon ST, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	000-08193	38-1873250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
12701 Fair Lakes Circle, Suite 800, Fairfax, Virginia		22033
(Address of principal executive offices)		(Zip Code)

Delaware
(State or Other Jurisdiction of Incorporation)

~~Registrant’s~~000-08193 (Commission ~~telephone~~File ~~number, including area code: 703-322-0881~~Number)

~~Former~~ 38-1873250 (I.R.S. ~~name~~Employer orIdentification ~~former address, if changed since last report~~No.)

12701 Fair Lakes Circle, Suite 800
Fairfax, Virginia 22033
(Address of Principal Executive Offices, Including Zip Code)

(703) 322-0881
(Registrant’s Telephone Number, Including Area Code)

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:


	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


	o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

As a result of the transactions described in Item 5.01 hereof, incorporated herein by reference, Argon ST, Inc., a Delaware corporation (the “Company”), ~~entered~~no ~~into~~longer anfulfills ~~Agreement~~the numerical ~~and~~listing ~~Plan~~requirements of ~~Merger~~the ~~dated~~NASDAQ asStock ofMarket ~~June 30, 2010~~ (~~the~~ “~~Merger Agreement~~NASDAQ”). ~~with~~Accordingly, ~~The~~on ~~Boeing~~August 5, ~~Company~~2010, aat the ~~Delaware~~Company’s ~~corporation (“Parent”)~~request, ~~and~~NASDAQ ~~Vortex~~filed ~~Merger~~with ~~Sub,~~the ~~Inc.,~~Securities aand ~~Delaware~~Exchange ~~corporation~~Commission ~~and~~ a ~~wholly~~ ~~owned~~Notification ~~subsidiary~~ of Removal ~~Parent~~from ~~(“Merger~~Listing ~~Sub”). Pursuant to the Merger Agreement,~~ and/or ~~upon~~Registration ~~the terms~~under ~~and~~Section ~~subject~~12(b) toof the ~~conditions~~Securities ~~thereof,~~Exchange ~~Parent~~Act ~~has agreed to cause Merger Sub to commence a~~of ~~tender~~1934, ~~offer~~as amended (the “~~Offer~~Exchange Act”), toon ~~purchase~~Form 25, ~~all~~thereby ofeffecting the ~~outstanding~~delisting ~~shares~~ of ~~Common~~the ~~Stock~~Company’s common stock, par value $0.01 per share, ~~of the Company~~ (the “Shares”), ~~for~~from ~~$34.50~~NASDAQ ~~per~~and ~~Share (~~the ~~“Offer~~deregistration ~~Price”),~~of ~~net to~~such ~~the~~common ~~seller~~stock inunder ~~cash,~~Section ~~without~~12(b) ~~interest~~of ~~thereon~~the ~~and~~Exchange ~~subject to applicable withholding taxes~~Act.

The Merger Agreement provides that the Offer will commence within five business days after the date of the Merger Agreement, and will remain open for at least 20 business days (including the day on which the Offer is commenced)Item 3.02 ~~Pursuant~~Unregistered toSale ~~the Merger Agreement, after the consummation~~ of ~~the Offer,~~Equity and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of ParentSecurities. ~~Upon completion of the Merger, each Share~~ outstanding immediately prior to the effective time of the Merger (excluding those Shares that are held by Parent, Merger Sub and the Company or any of the Company’s subsidiaries) will be canceled and converted into the right to receive the Offer Price in cash (without interest and subject to applicable withholding taxes). If Merger Sub holds 90% or more of the outstanding Shares immediately prior to the Merger, it may effect the Merger as a short-form merger pursuant to Delaware General Corporation Law. Otherwise, the Company may hold a special stockholders’ meeting to obtain stockholder approval of the Merger.

~~Subject~~As topreviously ~~the~~disclosed ~~terms~~on ~~and~~June 30, ~~conditions~~2010, of the ~~Merger Agreement~~Company, ~~the~~The Boeing Company, ~~has~~a ~~granted Merger~~Delaware ~~Sub~~corporation ~~an irrevocable one-time option~~ (~~the~~ “~~Top-Up Option~~Parent”) ~~to purchase an aggregate number of newly issued Shares that~~, ~~when added to the number of Shares owned by Parent~~ and Vortex Merger Sub, ~~at the time of such exercise~~Inc., ~~constitutes~~a ~~one~~Delaware ~~Share~~corporation ~~more~~and ~~than~~a ~~90%~~wholly ~~of the Shares then outstanding~~owned ~~immediately~~subsidiary ~~after the issuance~~ of ~~the~~Parent ~~Top-Up Option Shares on a fully diluted basis~~(“Purchaser”), ~~subject~~entered ~~to applicable~~into ~~regulatory~~an ~~requirements~~Agreement and ~~there~~Plan ~~being~~of ~~sufficient~~Merger, ~~authorized~~dated ~~Shares~~as ~~available~~of ~~for~~June ~~issuance.~~30, ~~The~~2010 ~~Top-Up Option is exercisable only after Shares have been accepted for payment pursuant to~~ (the ~~Offer~~“Merger Agreement”).

~~Completion~~On ofJuly 8, 2010, pursuant to the ~~Offer~~Merger isAgreement ~~subject~~and toupon ~~customary~~the ~~conditions,~~terms ~~including~~and ~~(i) that~~subject ~~there~~to ~~shall~~the ~~have~~conditions ~~been~~thereof, ~~validly~~Merger ~~tendered~~Sub ~~and~~commenced ~~not~~a ~~validly~~tender ~~withdrawn~~offer ~~prior~~ to ~~the~~acquire ~~expiration~~all of the ~~Offer~~Shares, ~~when~~for $34.50 ~~added~~per Share to the ~~number~~seller ofin ~~Shares~~cash, ~~already~~without ~~owned~~interest byand ~~Parent,~~less aany ~~majority~~applicable ofwithholding ~~the~~taxes ~~Shares outstanding~~ (~~determined~~the “Offer onPrice”), aupon ~~fully~~the ~~diluted~~terms ~~basis),~~ and ~~(ii)~~ subject to the ~~expiration~~conditions ofset forth in the ~~applicable~~Offer ~~waiting~~to ~~period~~Purchase ~~under~~dated ~~the~~July 8, ~~Hart-Scott-Rodino~~2010, ~~Antitrust~~as ~~Improvements~~amended, ~~Act~~and in the related Letter of ~~1976~~Transmittal (which, astogether ~~amended~~with all amendments and supplements thereto, collectively constitute the “Offer”).

~~The~~On ~~Merger~~August 5, ~~Agreement~~2010, ~~contains~~subsequent ~~representations,~~to ~~warranties~~the expiration of the Offer and ~~covenants~~pursuant ofto the ~~parties~~Merger ~~customary~~Agreement, ~~for~~Purchaser ~~transactions~~exercised ofits ~~this~~option ~~type.~~(the ~~The~~“Top-Up Option”) to purchase directly from the Company ~~has~~16,600,352 ~~also~~newly-issued ~~agreed~~Shares ~~not~~(the to“Top-Up ~~solicit~~Shares”) orat ~~initiate~~the Offer Price in exchange for a ~~discussions~~non-negotiable ~~with~~and ~~third~~non-transferable ~~parties~~promissory ~~regarding~~note, ~~other~~secured ~~proposals~~by tothe ~~acquire~~Top-Up Shares, issued by Purchaser to the Company ~~and~~in itthe ~~has~~aggregate ~~agreed~~principal amount of $572,712,144, bearing interest tocompounding ~~certain~~at ~~restrictions~~5% onper ~~its~~annum, ~~ability~~with toprincipal ~~respond~~and tointerest ~~such~~due ~~proposals,~~one ~~subject~~year toafter the ~~fulfillment~~date of purchase of ~~certain~~the ~~fiduciary~~Top-Up ~~requirements~~Shares, ofprepayable ~~the~~in ~~Company’s~~whole ~~board~~or ofin ~~directors~~part without premium or penalty. The ~~Merger~~Top-Up ~~Agreement also~~Shares, ~~contains~~when ~~customary~~combined ~~termination~~with ~~provisions~~the ~~for~~number ~~the~~of ~~Company~~Shares ~~and~~owned by Parent and ~~provides~~Purchaser ~~that,~~immediately inprior to the ~~connection~~exercise ~~with~~of the ~~termination~~Top-Up Option, represented at least 90% of the ~~Merger~~outstanding ~~Agreement~~Shares on ~~under~~a ~~specified~~fully ~~circumstances~~diluted ~~involving~~basis. The Top-Up ~~competing~~Shares ~~transactions~~were orissued awithout ~~change~~registration inunder the ~~Company’s~~Securities ~~board~~Act of ~~directors’ recommendation~~1933, ~~the~~as ~~Company~~amended (the ~~may~~“Securities beAct”), ~~required~~in reliance upon an exemption from registration pursuant to ~~pay~~Section 4(2) ~~Parent~~of the Securities Act, as a ~~termination~~transaction ~~fee~~by ofan ~~$28~~issuer not involving a public offering.~~0 million.~~

~~The~~Item 5.01 ~~Merger~~Changes Agreement is attached to this Current Report on Form 8-K to provide the Company’s stockholders with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about the Company or Parent in ~~the~~Control ~~Company’s or Parent’s public reports filed with the Securities and Exchange Commission (the “SEC”). In particular, the Merger Agreement and this summary~~ of ~~terms are not intended to be, and should not be relied upon as, disclosures regarding any facts or circumstances relating to the Company or Parent~~Registrant. ~~The representations and warranties~~ have been negotiated with the principal purpose of (i) establishing the circumstances under which Merger Sub may have the right not to consummate the Offer, or Parent or the Company may have the right to terminate the Merger Agreement, and (ii) allocating risk between the parties, rather than establishing matters as facts. The

~~representations~~ The ~~and~~Offer ~~warranties~~expired ~~may~~at ~~also~~12:00 bemidnight, ~~subject~~New York City time, at the end of the day on August 4, 2010. Based on information provided by the depository for the Offer, an aggregate of 20,055,713 Shares (excluding Shares to abe ~~contractual~~delivered ~~standard~~pursuant to notices of ~~materiality~~guaranteed delivery) were validly ~~different~~tendered ~~from~~and ~~that~~not ~~generally~~validly ~~applicable~~withdrawn ~~under~~as ~~federal~~of ~~securities~~the ~~laws~~expiration of the Offer, and Merger Sub accepted for payment all such Shares.

The ~~foregoing~~information ~~description~~set offorth ~~the Offer, Merger, and Merger Agreement does not purport to be complete and is qualified~~ in ~~its entirety by reference to the Merger Agreement, which is attached as Exhibit~~Item 23.102 toof this Current Report on Form 8-K ~~and~~is incorporated herein ~~in this report~~ by reference.

~~Concurrently~~On ~~with~~August 5, ~~the~~2010, ~~execution~~pursuant ~~and~~to ~~delivery of~~ the Merger Agreement, ~~each~~Purchaser ofeffected ~~Terry~~a ~~L. Collins~~short-form merger, pursuant ~~Victor~~to F.which ~~Sellier~~Purchaser ~~and~~was ~~Thomas~~merged E.with ~~Murdock~~and ~~(including,~~into inthe ~~each~~Company ~~case,~~(the ~~certain affiliates thereof~~“Merger”), ~~together~~with ~~representing~~the ~~ownership~~Company surviving ofthe ~~more~~Merger ~~than~~as ~~approximately 34.3%~~a ofwholly ~~the outstanding~~owned ~~Shares,~~subsidiary ~~and~~of ~~approximately 31~~Parent.2% ofAt the ~~Shares~~effective ontime aof ~~fully~~the ~~diluted basis~~Merger, each ~~entered~~remaining ~~into~~outstanding aShare ~~tender~~not ~~and~~tendered ~~voting~~in ~~agreement (collectively,~~ the ~~“Tender~~Offer ~~and~~(other ~~Voting~~than ~~Agreements”)~~Shares ~~with~~held by Parent ~~and~~ ~~Merger Sub whereby Messrs. Collins, Sellier~~ and ~~Murdock (and certain affiliates party to the~~ ~~Tender~~Purchaser and ~~Voting~~Shares ~~Agreements)~~for ~~committed,~~which ~~among~~appraisal ~~other~~rights ~~things,~~are ~~subject~~properly todemanded ~~the terms~~ and ~~conditions~~perfected ofin accordance ~~the~~with ~~Tender~~Delaware ~~and~~law) ~~Voting Agreements~~was, toby ~~tender~~virtue ~~all~~ of ~~their respective Shares in~~ the ~~Offer. The~~Merger ~~Tender~~ and ~~Voting~~without ~~Agreements~~any ~~automatically~~action ~~terminate~~on ~~upon~~ the ~~termination~~part of the ~~Merger~~holders ~~Agreement or the occurrence~~ of ~~certain~~Shares, ~~other~~converted ~~events.~~into ~~The foregoing description of~~ the ~~Tender~~right ~~and Voting Agreements does not purport~~ to bereceive ~~complete and is qualified in its entirety by reference to~~ the ~~Tender~~Offer ~~and Voting Agreements, which are filed as Exhibits 2~~Price.2, ~~2.3 and 2.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.~~

~~Item~~ The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 82.~~01.~~1 ~~Other~~to ~~Events~~the Company’s Current Report on Form 8-K filed on June 30, 2010, and is incorporated herein by reference.

~~On June~~Item ~~30,~~5.02 ~~2010,~~Departure ~~the~~of ~~Company~~Directors ~~issued~~or aCertain ~~press~~Officers; ~~release,~~Election ~~a copy~~ of ~~which~~Directors; isAppointment ~~furnished as~~of ~~Exhibit 99.1~~Certain toOfficers; ~~this~~Compensatory ~~Current~~Arrangements ~~Report on Form 8-K and incorporated by reference in this Current Report on Form 8-K, announcing the execution~~ of ~~the~~Certain ~~Merger Agreement~~Officers.

~~NOTICES~~ Pursuant to the Merger Agreement, on August 5, 2010, each of Terry L. Collins, S. Kent Rockwell, Victor F. Sellier, Thomas E. Murdock, David C. Karlgaard, Peter A. Marino, Robert McCashin, John Irvin, Lloyd A. Semple, Maureen Baginski and Delores M. Etter resigned as directors of the Company, and John M. Meersman, the sole director of Purchaser immediately prior to the effective time of the Merger, became the sole director of the Company.

~~Important~~ Pursuant ~~Information~~to ~~about~~the Merger Agreement, on August 5, 2010, Kerry M. Rowe resigned as President and Chief Operating Officer of the ~~Tender~~Company. Terry ~~Offer~~L. Collins’s title was changed to President and Chief Executive Officer following the Merger.

~~The~~Information ~~Offer~~about ~~described herein has not yet commenced, and this Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell securities~~Mr. ~~At the time the Offer is commenced, Parent will cause Merger Sub to file a tender offer statement on Schedule~~ TOMeersman ~~with~~has ~~the~~been ~~SEC. Investors~~previously ~~and~~disclosed ~~Argon~~in ~~stockholders are strongly advised to read~~ the ~~tender~~Company’s ~~offer statement (including~~Information anStatement ~~offer~~contained toin ~~purchase, letter of transmittal and related tender offer documents) and~~ the ~~related solicitation~~Solicitation/~~recommendation~~Recommendation ~~statement~~Statement on Schedule 14D-9 ~~that will be~~ filed ~~by Argon~~ with the ~~SEC,~~ ~~because~~Securities ~~they~~and ~~will~~Exchange ~~contain~~Commission ~~important information. These documents will be available at no charge~~ on ~~the~~ ~~SEC’s website at www.sec.gov. A copy of the tender offer statement and the solicitation/recommendation statement will be made available free of charge to all stockholders of Argon ST~~July 8, ~~Inc~~2010. ~~at www.argonst.com or by contacting Argon ST, Inc. at 12701 Fair Lakes Circle, Suite~~ ~~800, Fairfax, Virginia 22033, (703) 322-0881.~~

~~Statement~~Item 5.03 onAmendment ~~Cautionary~~to ~~Factors~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Except~~Pursuant ~~for~~to the ~~historical~~Merger ~~information presented herein~~Agreement, ~~matters~~at ~~discussed~~the ~~herein~~effective ~~may constitute~~time ~~forward-looking~~of ~~statements~~the ~~that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results~~Merger, ~~performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by, followed by, or that include~~ the ~~words “future”; “anticipate”;~~Company’s ~~“potential”;~~certificate ~~“believe”; or similar statements are forward-looking statements. Risks and uncertainties include uncertainties as to the timing~~ of ~~the~~incorporation ~~tender~~was ~~offer~~amended and ~~merger;~~restated ~~uncertainties as to how many of the Argon stockholders will tender their stock~~ in ~~the~~its ~~offer;~~entirety ~~the~~to ~~risk that competing offers will~~ be ~~made;~~in the ~~possibility~~form ~~that various closing conditions for the transaction~~of ~~may~~Purchaser’s ~~not~~certificate beof ~~satisfied or waived~~incorporation, ~~including~~except that ~~a governmental entity may prohibit, delay or refuse to grant approval for~~ the ~~consummation~~name of the ~~transaction;~~company ~~the~~set ~~effects~~forth oftherein ~~disruption from the~~is ~~transaction~~Argon ~~making it more difficult to maintain relationships with employees~~ST, ~~customers,~~Inc. ~~business partners or governmental entities; as well as risks detailed from time to time in Argon’s public disclosure filings with~~ (the ~~SEC,~~“Amended ~~including~~and ~~its~~Restated ~~Annual~~Certificate ~~Report~~of onIncorporation”). ~~Form~~A ~~10-K~~copy ~~for~~of the ~~fiscal~~Amended ~~year ended September 30, 2009, subsequent quarterly filings on Form 10-Q~~ and ~~the solicitation/recommendation~~ ~~statement~~Restated toCertificate beof ~~filed~~Incorporation inof ~~connection with~~ the ~~tender~~Company ~~offer. The information contained herein~~ is filed as of ~~June~~Exhibit ~~30, 2010~~3.1 ~~Argon~~hereto ~~disclaims~~and incorporated ~~any~~herein ~~intent~~by ~~or obligation to~~reference.

~~update~~ Pursuant ~~any~~to ~~forward-looking~~the ~~statements~~Merger Agreement, at the effective time of the Merger, the Company’s bylaws were amended and restated in their entirety to read as athe ~~result~~bylaws of ~~developments~~Purchaser, ~~occurring~~as ~~after~~in effect immediately prior to such time, except that the ~~period~~name of the company set forth therein is Argon ST, ~~covered~~Inc. by(the ~~this~~“Amended ~~report~~and orRestated ~~otherwise~~By-Laws”). ~~Copies~~A copy of ~~Argon’s~~the ~~public~~Amended ~~disclosure~~and ~~filings~~Restated ~~are~~By-Laws ~~available~~of the Company ~~from~~is ~~its~~filed ~~investor~~as ~~relations~~Exhibit 3.2 ~~department~~hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1		Agreement and Plan of Merger, dated as of June 30, 2010, among The Boeing Company, Vortex Merger Sub, Inc. and Argon ST, Inc.
3.1		Amended and Restated Certificate of Incorporation of Argon ST, Inc.
2.2		Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Terry L. Collins (and certain affiliates)
3.2		Amended and Restated By-Laws of Argon ST, Inc.
2.3		Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Victor F. Sellier (and certain affiliates)
2.4		Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Thomas E. Murdock (and certain affiliates)
99.1		Press Release issued by Argon ST, Inc., dated June 30, 2010.

~~SIGNATURES~~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 hereunto duly authorized.

	Argon ST, Inc.
Date: August 5, 2010	ARGON ST, INC.
June 30, 2010	By:	/s/ Terry L. Collins
	By:	/s/ Terry L. Collins
		Name:	Terry L. Collins
		Title:	~~Chairman,~~President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
No.		Description
2.1		Agreement and Plan of Merger, dated as of June 30, 2010, among The Boeing Company, Vortex Merger Sub, Inc. and Argon ST, Inc.
3.1		Amended and Restated Certificate of Incorporation of Argon ST, Inc.
2.2		Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Terry L. Collins (and certain affiliates)
3.2		Amended and Restated By-Laws of Argon ST, Inc.
2.3		Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Victor F. Sellier (and certain affiliates)
2.4		Tender and Voting Agreement, dated as of June 30, 2010, by and among The Boeing Company, Vortex Merger Sub, Inc. and Thomas E. Murdock (and certain affiliates)
99.1		Press Release issued by Argon ST, Inc., dated June 30, 2010.

Filing Compare · ARGON ST, Inc.