UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarterly Period Ended December 28, 2008
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Transition period from  to
 Commission File Number 000-08193
 ARGON ST, INC.
 )
 Delaware
    
    38-1873250(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 12701 Fair Lakes Circle, Suite 800, Fairfax, Virginia 22033
  (703) 322-0881
  þ o
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  o þ




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##### 



ARGON ST, INC. AND SUBSIDIARIES
FORM 10-Q QUARTERLY REPORT
 FOR THE THREE MONTHS ENDED DECEMBER 28, 2008
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at December 28, 2008 and September 30, 2008
    
    
    3Condensed Consolidated Statements of Earnings for the
three months ended December 28, 2008 and December 30, 2007
    
    
    4Condensed Consolidated Statements of Cash Flows for the
three months ended December 28, 2008 and December 30, 2007
    
    
    5Condensed Consolidated Statements of Stockholders Equity for the three months ended
December 28, 2008
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7-13Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14-24Item 3. Quantitative and Qualitative Disclosures about Market Risks
    
    
    24Item 4. Controls and Procedures
    
    
    24PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. ExhibitsSignatures
    
    
    27Exhibits
    
    
    28-29
  2




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##### 



ARGON ST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
 December 28, 2008
    
    
    September 30, 2008(unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    3,647
    
    
    $
    15,380Accounts receivable, net
    
    
    127,296
    
    
    
    104,859Inventory, net
    
    
    3,849
    
    
    
    3,757Deferred income tax asset
    
    
    4,160
    
    
    
    4,534Prepaids and other
    
    
    4,080
    
    
    
    5,416TOTAL CURRENT ASSETS
    
    
    143,032
    
    
    
    133,946Property, equipment and software, net
    
    
    27,940
    
    
    
    27,558Goodwill
    
    
    173,948
    
    
    
    173,948Intangibles, net
    
    
    3,715
    
    
    
    4,055Other assets
    
    
    791
    
    
    
    831TOTAL ASSETS
    
    $
    349,426
    
    
    $
    340,338LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    24,844
    
    
    $
    29,133Accrued salaries and related expenses
    
    
    13,050
    
    
    
    10,283Deferred revenue
    
    
    7,491
    
    
    
    4,361Income taxes payable
    
    
    1,953
    
    
    
    Other liabilities
    
    
    140
    
    
    
    132TOTAL CURRENT LIABILITIES
    
    
    47,478
    
    
    
    43,909Deferred income tax liability, long term
    
    
    1,449
    
    
    
    1,900Deferred rent and other liabilities
    
    
    1,841
    
    
    
    2,085Commitments and contingenciesSTOCKHOLDERS EQUITYCommon stock:$.01 Par Value,
100,000,000 shares
authorized,
22,832,653 and
22,775,423 shares
issued
at December 28, 2008
and September 30,
2008
    
    
    228
    
    
    
    228Additional paid in capital
    
    
    223,374
    
    
    
    222,349Treasury stock at cost, 1,126,245 shares at
December 28, 2008 and September 30, 2008
    
    
    (18,425
    )
    
    
    (18,425
    )Retained earnings
    
    
    93,481
    
    
    
    88,292TOTAL STOCKHOLDERS EQUITY
    
    
    298,658
    
    
    
    292,444TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    349,426
    
    
    $
    340,338
  3




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##### 



ARGON ST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
(In thousands, except share and per share amounts)
 For the Three Months EndedDecember 28, 2008
    
    
    December 30, 2007CONTRACT REVENUES
    
    $
    84,026
    
    
    $
    74,266COST OF REVENUES
    
    
    68,846
    
    
    
    60,337GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    5,788
    
    
    
    5,457RESEARCH AND DEVELOPMENT EXPENSES
    
    
    1,772
    
    
    
    1,700INCOME FROM OPERATIONS
    
    
    7,620
    
    
    
    6,772INTEREST INCOME (EXPENSE)
    
    
    (14
    )
    
    
    120INCOME BEFORE INCOME TAXES
    
    
    7,606
    
    
    
    6,892PROVISION FOR INCOME TAXES
    
    
    2,417
    
    
    
    2,609NET INCOME
    
    $
    5,189
    
    
    $
    4,283EARNINGS PER SHARE (Basic)
    
    $
    0.24
    
    
    $
    0.20EARNINGS PER SHARE (Diluted)
    
    $
    0.24
    
    
    $
    0.19WEIGHTED-AVERAGE SHARES OUTSTANDINGBasic
    
    
    21,667,861
    
    
    
    21,871,285Diluted
    
    
    21,997,425
    
    
    
    22,252,225
  4




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##### 



ARGON ST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)
 Three Months EndedDecember 28, 2008
    
    
    December 30, 2007Cash flows from operating activitiesNet income
    
    $
    5,189
    
    
    $
    4,283Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    2,003
    
    
    
    1,935Amortization of deferred costs
    
    
    42
    
    
    
    Deferred income tax benefit
    
    
    (75
    )
    
    
    (242
    )Stock-based compensation
    
    
    809
    
    
    
    723Change in:Accounts receivable
    
    
    (22,437
    )
    
    
    (15,489
    )Inventory
    
    
    (92
    )
    
    
    (30
    )Prepaids and other
    
    
    976
    
    
    
    1,278Accounts
payable and accrued
expenses
    
    
    (3,889
    )
    
    
    (5,460
    )Accrued
salaries and related
expenses
    
    
    2,767
    
    
    
    (660
    )Deferred revenue
    
    
    3,130
    
    
    
    966Income taxes
    
    
    2,311
    
    
    
    2,824Deferred
rent and other current
liabilities
    
    
    (158
    )
    
    
    (113
    )Net cash used in operating activities
    
    
    (9,424
    )
    
    
    (9,985
    )Cash flows from investing activitiesAcquisitions of property, equipment and software
    
    
    (2,445
    )
    
    
    (3,323
    )Proceeds from note receivable and other
    
    
    4
    
    
    
    344Net cash used in investing activities
    
    
    (2,441
    )
    
    
    (2,979
    )Cash flows from financing activitiesStock repurchases
    
    
    
    
    
    
    (2,772
    )Payments on capital leases
    
    
    (15
    )
    
    
    (46
    )Tax benefit of stock option exercises
    
    
    67
    
    
    
    18Proceeds from exercise of stock options
    
    
    80
    
    
    
    64Net cash provided by (used in) financing activities
    
    
    132
    
    
    
    (2,736
    )Net decrease in cash and cash equivalents
    
    
    (11,733
    )
    
    
    (15,700
    )Cash and cash equivalents, beginning of period
    
    
    15,380
    
    
    
    22,965Cash and cash equivalents, end of period
    
    $
    3,647
    
    
    $
    7,265Supplemental disclosure Income taxes paid
    
    $
    92
    
    
    $
    7
  5




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##### 



ARGON ST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (unaudited)
(In thousands, except share data)
 TotalCommon Stock
    
    
    Common Stock
    
    
    Additional Paid in
    
    
    
    
    
    
    
    
    
    
    StockholdersNumber of Shares
    
    
    Par Value
    
    

Capital
    
    
    Treasury Stock
    
    
    Retained Earnings
    
    
    EquityBalance, September 30, 2008
    
    
    22,775,423
    
    
    $
    228
    
    
    $
    222,349
    
    
    $
    (18,425
    )
    
    $
    88,292
    
    
    $
    292,444Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,189
    
    
    
    5,189Shares issued upon exercise
of stock options
    
    
    16,980
    
    
    
    
    
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    80Restricted stock units vested
    
    
    40,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    878
    
    
    
    
    
    
    
    
    
    
    
    878Tax benefit on stock option
exercises and restricted stock
    
    
    
    
    
    
    
    
    
    
    67
    
    
    
    
    
    
    
    
    
    
    
    67Balance, December 28, 2008
    
    
    22,832,653
    
    
    $
    228
    
    
    $
    223,374
    
    
    $
    (18,425
    )
    
    $
    93,481
    
    
    $
    298,658
  6




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##### 



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
 1. BASIS OF PRESENTATION
      7




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##### 



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
 2. EARNINGS PER SHARE
  For the three months endedDecember 28,
    
    
    December 30,2008
    
    
    2007Net income
    
    $
    5,189
    
    
    $
    4,283Weighted
average shares outstanding  basic
    
    
    21,667,861
    
    
    
    21,871,285Basic earnings per share
    
    $
    0.24
    
    
    $
    0.20Effect of dilutive securities:Net shares issuable upon exercise of stock options and awards
    
    
    329,564
    
    
    
    380,940Weighted
average shares outstanding  diluted
    
    
    21,997,425
    
    
    
    22,252,225Diluted earnings per share
    
    $
    0.24
    
    
    $
    0.19
  3. STOCK-BASED COMPENSATION
 Adoption of SFAS No. 123R
   8




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##### 



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
 For the three months endedDecember 28,
    
    
    December 30,2008
    
    
    2007Cost of revenues
    
    $
    578
    
    
    $
    528General and administrative expense
    
    
    231
    
    
    
    195Total pre-tax stock-based compensation
included in
income from operations
    
    
    809
    
    
    
    723Income tax expense (benefit) recognized
for stock-based compensation
    
    
    (219
    )
    
    
    (128
    )Total stock-based compensation expense,
net of tax
    
    $
    590
    
    
    $
    595
  Stock Option Activity
  Weighted-AverageWeighted-
    
    Remaining
    
    AggregateNumber
    
    Average
    
    Contractual
    
    Intrinsicof Shares
    
    Exercise Price
    
    Term
    
    ValueShares under option, September 30, 2008
    
    
    1,623,967
    
    
    $
    18.18Options granted
    
    
    167,000
    
    
    $
    18.62Options exercised
    
    
    (16,980
    )
    
    $
    4.71
    
    
    
    
    
    
    $
    249Options cancelled and expired
    
    
    (12,255
    )
    
    $
    25.17Shares under option, December 28, 2008
    
    
    1,761,732
    
    
    $
    18.31
    
    
    
    6.11
    
    
    $
    6,992Options vested at December 28, 2008
    
    
    1,159,414
    
    
    $
    16.35
    
    
    
    5.12
    
    
    $
    6,332As of December 28, 2008, options that
are vested and expected to vest prior to
expiration
    
    
    1,398,448
    
    
    $
    17.26
    
    
    
    5.51
    
    
    $
    6,824
 9




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##### 



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
 Restricted Share Activity
  Weighted-Number
    
    Average Grantof Shares
    
    Date Fair ValueUnvested shares, September 30, 2008
    
    
    291,975
    
    
    $
    22.01Awards granted
    
    
    141,600
    
    
    $
    18.47Awards vested
    
    
    (40,250
    )
    
    $
    18.00Awards forfeited
    
    
    (3,400
    )
    
    $
    19.07Unvested shares, December 28, 2008
    
    
    389,925
    
    
    $
    21.17
   4. ACCOUNTS RECEIVABLE
  December 28, 2008
    
    
    September 30, 2008Billed and billable
    
    $
    66,482
    
    
    $
    42,794Unbilled costs and fees
    
    
    52,468
    
    
    
    54,838Unfavorable indirect rate variance
    
    
    1,421
    
    
    
    Retainages
    
    
    7,136
    
    
    
    7,438Reserve
    
    
    (211
    )
    
    
    (211
    )Accounts receivable, net
    
    $
    127,296
    
    
    $
    104,859
  10




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##### 



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
 5. INVENTORY
  December 28, 2008
    
    
    September 30, 2008Raw Materials
    
    $
    3,208
    
    
    $
    2,920Component parts, work in process
    
    
    39
    
    
    
    812Finished component parts
    
    
    650
    
    
    
    4103,897
    
    
    
    4,142Reserve
    
    
    (48
    )
    
    
    (385
    )Inventory, net
    
    $
    3,849
    
    
    $
    3,757
 6. PROPERTY, EQUIPMENT AND SOFTWARE
  December
    
    
    September28, 2008
    
    
    30, 2008Computer, machinery and test equipment
    
    $
    29,014
    
    
    $
    27,549Leasehold improvements
    
    
    11,283
    
    
    
    10,947Computer software
    
    
    4,989
    
    
    
    4,926Furniture and fixtures
    
    
    1,473
    
    
    
    1,726Equipment under capital lease
    
    
    337
    
    
    
    337Construction in process
    
    
    10,893
    
    
    
    10,47857,989
    
    
    
    55,963Less accumulated depreciation and amortization
    
    
    (30,049
    )
    
    
    (28,405
    )$
    27,940
    
    
    $
    27,558
  7. REVOLVING LINE OF CREDIT
   11




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##### 



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
  8. INCOME TAXES
    9. COMMITMENTS AND CONTINGENCIES
  10. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Business Combinations Business Combinations
 Determination of the Useful
Life of Intangible Assets
 12




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ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
 Fair Value Measurements, , Effective Date of FASB Statement No. 157
 13




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward-looking Statements
  Overview
 General
  14




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Revenues
      Three Months EndedContract Type
    
    December 28, 2008
    
    December 30, 2007Fixed-price contracts
    
    
    57
    %
    
    
    52
    %Cost reimbursable contracts
    
    
    39
    %
    
    
    44
    %Time and material contracts
    
    
    4
    %
    
    
    4
    %
 15




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##### 



Backlog
     December 28, 2008
    
    
    September 30, 2008Funded
    
    $
    258,077
    
    
    $
    272,620Unfunded
    
    
    49,740
    
    
    
    54,672Total
    
    $
    307,817
    
    
    $
    327,292
 Cost of Revenues
  General and Administrative Expenses
  Research and Development
  16




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##### 



Interest Income and Expense
   Deferred Revenue
    Critical Accounting Practices and Estimates
 General
  Revenue and Cost Recognition
 General
 Accounting for Performance of Construction-Type and Production-Type Contracts.
 17




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##### 



Indirect rate variance
      18




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##### 



Award Fee Recognition
  Goodwill
 Goodwill and Other Intangible Assets
 Long-Lived Assets (Excluding Goodwill)
 Accounting for the Impairment or Disposal of
Long-Lived Assets
 Accounts Receivable
  Stock-Based Compensation
 Share-Based Payment Accounting for Stock Issued to
Employees
  19




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##### 



Historical Operating Results
 Three months ended December 28, 2008 compared to three months ended December 30, 2007
  Three months quarter ended
    
    Amount ofDecember
    
    December
    
    in crease
    
    % increase28, 2008
    
    30, 2007
    
        (decrease)
    
    (decrease)Contract revenues
    
    $
    84,026
    
    
    $
    74,266
    
    
    $
    9,760
    
    
    
    13
    %Cost of revenues
    
    
    68,846
    
    
    
    60,337
    
    
    
    8,509
    
    
    
    14
    %General and administrative expenses
    
    
    5,788
    
    
    
    5,457
    
    
    
    331
    
    
    
    6
    %Research and development expenses
    
    
    1,772
    
    
    
    1,700
    
    
    
    72
    
    
    
    4
    %Interest income, net
    
    
    (14
    )
    
    
    120
    
    
    
    (134
    )
    
    
    -112
    %Provision for income taxes
    
    
    2,417
    
    
    
    2,609
    
    
    
    (192
    )
    
    
    -7
    %Net income
    
    
    5,189
    
    
    
    4,283
    
    
    
    906
    
    
    
    21
    %
 Revenues:
  Cost of Revenues:
  20




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##### 



General and Administrative Expenses:
  Research and Development Expenses:
  Interest Income, net:
  Provision for Income Taxes:
  Net Income:
  Analysis of Liquidity and Capital Resources
  21




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##### 



Cash
  Line of Credit
    Cash Flows
    22




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##### 



Contractual Obligations and Commitments
  Due in 1
    
    
    Due in 2
    
    
    Due in 3
    
    
    Due in 4
    
    
    Due in 5Total
    
    
    year
    
    
    years
    
    
    years
    
    
    years
    
    
    years
    
    
    ThereafterCapital leases
    
    $
    96
    
    
    $
    60
    
    
    $
    27
    
    
    $
    9
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    38,250
    
    
    
    8,179
    
    
    
    7,319
    
    
    
    6,833
    
    
    
    6,518
    
    
    
    6,412
    
    
    
    2,989Earn-out obligation (a)
    
    
    3,200
    
    
    
    3,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    41,546
    
    
    $
    11,439
    
    
    $
    7,346
    
    
    $
    6,842
    
    
    $
    6,518
    
    
    $
    6,412
    
    
    $
    2,989
 
 (a)
    
    Under the Coherent purchase agreement, as amended, we have agreed to pay shareholders of
Coherent an additional $3.2 million in cash in the event that certain bookings targets are met as
of July 2009.  (in thousands)
    
    Total
    
    Less Than 1 Year
    
    1-3 YearsLetters of credit
    
    $
    2,079
    
    
    $
    2,079
    
    
    
    
 Contingent income tax obligations .
  Market Risks
  Cash and Cash Equivalents:
  23




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##### 



Access to Bank Credit:
  Interest Rates:
  Foreign Currency:
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
  
 ITEM 4. CONTROLS AND PROCEDURES
 (a)
    
    Our management has evaluated, with the participation of the our Chief Executive
Officer and Chief Financial Officer, the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this
Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer have concluded that, as of such date, our disclosure
controls and procedures are effective to ensure that information we are required to
disclose in reports that we file or submit under the Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.(b)
    
    During the last quarter, there were no significant changes in our internal
controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended) that have materially affected these
controls, or are reasonably likely to materially affect these controls subsequent to
the evaluation of these controls.
 24




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##### 



PART
II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  25




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##### 



ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description of Exhibit2 .1
    
    Agreement and Plan of Merger dated
as of June 7, 2004, by and between
Sensytech, Inc. and Argon
Engineering Associates, Inc.
(incorporated by reference to
Exhibit 2.1 of the Companys
Registration Statement on Form S-4
filed on July 16, 2004, Registration
Statement No. 333-117430)2.2
    
    Agreement and Plan of Merger, Dated
as of June 9, 2006, by and among
Argon ST, Inc., Argon ST Merger Sub,
Inc., San Diego Research Center,
Incorporated, Lindsay McClure,
Thomas Seay and Harry B. Lee,
Trustee of the HBL and BVL Trust
(incorporated by reference to the
Companys Current Report on Form
8-K, filed June 14, 2006)2.3
    
    Equity Purchase Agreement by and
among Argon ST, Inc., CSIC Holdings
LLC, Coherent Systems International,
Corp., the Stockholders of Coherent
Systems International, Corp. and
Richard S. Ianieri, as Seller
Representative (incorporated by
reference to Exhibit 2.1 to the
Companys Current Report on Form
8-K, filed August 16, 2007)3.1
    
    Amended and Restated Certificate of
Incorporation of the Company
(incorporated by reference to
Exhibit 3.1 of the Companys
Registration Statement on Form S-1
(Registration Statement No.
333-98757) filed on August 26, 2002)3.1.1
    
    Amendment, dated September 28, 2004,
to the Companys Amended and
Restated Certificate of
Incorporation (incorporated by
reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K
filed October 5, 2004 covering Items
2.01, 5.01, 5.02, 8.01 and 9.01 of
Form 8-K).3.1.2
    
    Amendment, dated March 15, 2005 to
the Companys Amended and Restated
Certificate of Incorporation
(incorporated by reference to
Exhibit 3.1.2 to the Companys
Quarterly Report on Form 10-Q for
the quarterly period ended April 5,
2005, filed May 11, 2005)3.2
    
    Amended and Restated Bylaws of the
Company (incorporated by reference
to Exhibit 3.2 of the Companys
Current Report on Form 8-K, filed
May 12, 2008)4.1
    
    Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.3 to the Companys
Registration Statement on Form S-3 (Registration
Statement No. 333-128211) filed on September 9,
2005)10.1
    
    Second Amended and Restated Line of Credit
Agreement with Bank of America (incorporated by
reference to Exhibit 10.1 of the Companys
Registration Statement on Form S-1 (Registration
Statement No. 333-98757) filed on August 27,
2002)10.1.1
    
    Fifth Amendment to Second Amended and Restated
Financing and Security Agreement, dated as of
March 31, 2006 (incorporated by reference to
Exhibit 10.1 of the Companys Current Report on
Form 8-K filed April 6, 2006)10.1.2
    
    Sixth Amendment to
the Second Amended
and Restated
Financing and
Security Agreement,
dated as of
February 28, 2008
(incorporated by
reference to
Exhibit 10.1 to the
Companys Current
Report on Form 8-K,
filed March 4,
2008)10.2+
    
    Argon ST, Inc. 2002 Stock Incentive Plan, as
amended (incorporated by reference to Appendix A
to the Companys definitive proxy statement on
Schedule 14A for its 2006 annual meeting of
stockholders, filed January 27, 2006)10.2.1
    
    Form of Stock Option Agreement under Argon ST
2002 Stock Incentive Plan (incorporated by
reference to Exhibit 10.2.1 to the Companys
Annual Report on Form 10-K for the fiscal year
ended September 30, 2005, filed December 14,
2005)10.3+
    
    Argon Engineering Associates, Inc. Stock Plan
(incorporated by reference to Exhibit 10.3 to the
Companys Annual Report on Form 10-K for the
fiscal year ended September 30, 2004, filed
December 14, 2004)10.4+
    
    2008 Argon Equity Plan (incorporated by reference
to Appendix A to the Companys definitive proxy
statement on Schedule 14A, filed January 5, 2008)10.5.1+
    
    Change in Control Agreement  between the Company
and Terry Collins (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed January 22, 2009)10.5.2+
    
    Change in Control Agreement  between the Company
and Kerry Rowe (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed January 22, 2009)10.5.3+
    
    Change in Control Agreement  between the Company
and Aaron Daniels (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed January 22, 2009)31.1*
    
    Certification of the Companys Chief Executive
Officer pursuant to Rule 13a-14(a)/15d-14(a)
under the Securities Exchange Act31.2*
    
    Certification of the Companys Chief Financial
Officer pursuant to Rule 13a-14(a)/15d-14(a)
under the Securities Exchange Act32.1**
    
    Certification pursuant to Rule
13a-14(b)/15d-14(b) under the Securities Exchange
Act and Section 1350 of Chapter 63 of Title 8 of
the United States Code
 
 *
    
    Filed herewith**
    
    Furnished herewith+
    
    Indicates management contract or compensatory plan or arrangement 26




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SIGNATURES
  ARGON ST, INC.

(Registrant)By: /s/ Terry L. CollinsTerry L. Collins, Ph.D.Chairman, Chief Executive Officer and PresidentBy: /s/ Aaron N. DanielsAaron N. DanielsVice President, Chief Financial Officer, and Treasurer
  27