Nai Technologies Inc – ‘15-12G’ on 2/25/99

As of:  Thursday, 2/25/99   ·   Accession #:  950110-99-231   ·   File #:  0-03704

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Certification of Termination of Registration of a Class of Securities   —   Form 15
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 15-12G      Form 15                                                2      9K 

15-12G
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 15

 Certification and Notice of Termination of Registration
under Section 12(g) of the Securities Exchange Act of 1934
 or Suspension of Duty to File Reports Under Sections 13
and 15(d) of the Securities Exchange Act of 1934

Commission File No. 0-3704

NAI TECHNOLOGIES, INC.
 -----------------------------------------------------
(Exact name of registrant as specified in its charter)

 282 New York Avenue
Huntington, NY 11743
(516) 271-5685
--------------------------------
(Address, including zip code and
telephone number, including area
 code, of registrant's principal
executive offices)

 Common Stock, par value $.10 per share,
 Warrants to Purchase Common Stock and
12% Convertible Subordinated Promissory Notes due 2001
------------------------------------------------------
(Title of each class of securities covered by this Form)

 N/A
 ---
 (Titles of all other classes of securities for which a duty
 to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:                   

Rule 12g-4(a)(1)(i)     [X]             Rule 12h-3(b)(1)(ii)     [ ]            
Rule 12g-4(a)(1)(ii)    [ ]             Rule 12h-3(b)(2)(i)      [ ]            
Rule 12g-4(a)(2)(i)     [ ]             Rule 12h-3(b)(2)(ii)     [ ]            
Rule 12g-4(a)(2)(ii)    [ ]             Rule 15d-6               [ ]            
Rule 12h-3(b)(1)(i)     [X]                                                     

Approximate number of holders of record as of the certification or notice date: 

See below.                                                                      
----------                                                                      

Common Stock, $.10 par value per share                        1       
                                                       -----

Warrants to Purchase Common Stock, $2.50 Exercise Price       0       
                                                       -----

12% Convertible Subordinated Promissory Notes due 2001        5       
                                                       -----

  Upon the completion of the merger of NAI Technologies, Inc. ("NAI") with
DRS Merger Sub, a New York corporation and a wholly-owned subsidiary of DRS     
Technologies, Inc. ("DRS"), a Delaware corporation, on February 19, 1999 (the   
"Effective Time"), with NAI being the surviving corporation and continuing as a 
direct wholly-owned subsidiary of DRS, the number of record holders of NAI's    
Common Stock is currently one (1). At the Effective Time, NAI's warrants to     
purchase common stock at an exercise price of $2.50 per share were effectively  
converted into DRS warrants to receive a proportionate amount of DRS common     
stock. Also at the Effective Time, holders of NAI's options had their right to  
receive NAI common stock converted into the right to receive a proportionate    
amount of DRS common stock. Finally, at the Effective Time, each of NAI's 12%   
Convertible Subordinated Promissory Notes due January 15, 2001 outstanding and  
not converted at the Effective Time may be exercised solely for shares of DRS   
common stock. There are only five remaining holders of such convertible notes.  
Post-effective amendments will be filed to terminate all registration statements
of NAI Technologies, Inc., if any, remaining effective under the Securities Act 
of 1933.                                                                        

15-12G
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  Pursuant to the requirements of the Securities Exchange Act of 1934, NAI
Technologies, Inc. has caused this certification/notice to be signed on its     
behalf by the undersigned duly authorized person.                               

Date:        February 25, 1999        By:     /s/ RICHARD A. SCHNEIDER          
       -----------------                ----------------------------
                           Name:      Richard A. Schneider
                               Title:     Executive Vice President

Dates Referenced Herein

				Referenced-On Page
This ‘15-12G’ Filing		Date		First		Last			Other Filings
		1/15/01		1					None on these Dates
Filed on:		2/25/99		2
		2/19/99		1
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