##### Table of Contents



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 January 3, 2010
 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.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    38-1873250(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
   þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




---



##### 



ARGON ST, INC. AND SUBSIDIARIES
FORM 10-Q QUARTERLY REPORT
 FOR THE THREE MONTHS ENDED JANUARY 3, 2010
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at January 3, 2010 and September 30, 2009
    
    
    3Condensed Consolidated Statements of Earnings for the three months ended
January 3, 2010 and December 28, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended
January 3, 2010 and December 28, 2008
    
    
    5Condensed Consolidated Statements of Stockholders Equity for the three months ended
January 3, 2010
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7-13Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14-25Item 3. Quantitative and Qualitative Disclosures about Market Risks
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    27Signatures
    
    
    28Exhibits
    
    
    29-31EX-31.1EX-31.2EX-32.1
  2




---



##### Table of Contents



ARGON ST, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
 January 3, 2010
    
    
    September 30, 2009(unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    25,463
    
    
    $
    43,108Accounts receivable, net
    
    
    135,907
    
    
    
    116,656Inventory, net
    
    
    5,366
    
    
    
    6,021Deferred project costs
    
    
    1,094
    
    
    
    2,296Deferred income tax asset
    
    
    5,218
    
    
    
    5,137Prepaids and other
    
    
    1,407
    
    
    
    1,499TOTAL CURRENT ASSETS
    
    
    174,455
    
    
    
    174,717Property, equipment and software, net
    
    
    27,118
    
    
    
    28,042Goodwill
    
    
    173,948
    
    
    
    173,948Intangibles, net
    
    
    2,652
    
    
    
    2,745Other assets
    
    
    554
    
    
    
    573TOTAL ASSETS
    
    $
    378,727
    
    
    $
    380,025LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    22,311
    
    
    $
    32,526Accrued salaries and related expenses
    
    
    12,977
    
    
    
    13,887Deferred revenue
    
    
    12,072
    
    
    
    5,504Income taxes payable
    
    
    2,320
    
    
    
    4,784Other current liabilities
    
    
    147
    
    
    
    155TOTAL CURRENT LIABILITIES
    
    
    49,827
    
    
    
    56,856Deferred income tax liability, long-term
    
    
    1,755
    
    
    
    1,942Other long-term liabilities
    
    
    1,807
    
    
    
    1,649Commitments and contingenciesSTOCKHOLDERS EQUITYCommon stock:$.01 Par Value, 100,000,000 shares authorized,
23,051,964 and 22,965,952 shares issued
at January 3, 2010 and September 30, 2009
    
    
    231
    
    
    
    230Additional paid in capital
    
    
    228,429
    
    
    
    227,288Treasury stock at cost, 1,219,077 shares at
January 3, 2010 and September 30, 2009
    
    
    (19,923
    )
    
    
    (19,923
    )Retained earnings
    
    
    116,601
    
    
    
    111,983TOTAL STOCKHOLDERS EQUITY
    
    
    325,338
    
    
    
    319,578TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    378,727
    
    
    $
    380,025
  3




---



##### Table of Contents



ARGON ST, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
(In thousands, except share and per share amounts)
 For the Three Months EndedJanuary 3, 2010
    
    
    December 28, 2008CONTRACT REVENUES
    
    $
    73,187
    
    
    $
    84,026COST OF REVENUES
    
    
    58,967
    
    
    
    68,846GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    4,405
    
    
    
    5,788RESEARCH AND
DEVELOPMENT EXPENSES
    
    
    2,357
    
    
    
    1,772INCOME FROM OPERATIONS
    
    
    7,458
    
    
    
    7,620INTEREST INCOME (EXPENSE), NET
    
    
    
    
    
    
    (14
    )INCOME BEFORE INCOME TAXES
    
    
    7,458
    
    
    
    7,606PROVISION FOR INCOME TAXES
    
    
    2,840
    
    
    
    2,417NET INCOME
    
    $
    4,618
    
    
    $
    5,189EARNINGS PER SHARE (Basic)
    
    $
    0.21
    
    
    $
    0.24EARNINGS PER SHARE (Diluted)
    
    $
    0.21
    
    
    $
    0.24WEIGHTED-AVERAGE SHARES OUTSTANDINGBasic
    
    
    21,769,861
    
    
    
    21,667,861Diluted
    
    
    22,083,245
    
    
    
    21,997,425
  4




---



##### Table of Contents



ARGON
ST, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)
 For the Three Months EndedJanuary 3, 2010
    
    
    December 28, 2008Cash flows from operating activitiesNet income
    
    $
    4,618
    
    
    $
    5,189Adjustments
to reconcile net income to net cash used in operating activities:Depreciation and amortization
    
    
    2,254
    
    
    
    2,003Amortization of deferred costs
    
    
    42
    
    
    
    42Deferred income tax benefit
    
    
    (275
    )
    
    
    (75
    )Stock-based compensation
    
    
    1,416
    
    
    
    809Change in:Accounts receivable, net
    
    
    (19,176
    )
    
    
    (22,437
    )Inventory
    
    
    655
    
    
    
    (92
    )Prepaids and other
    
    
    1,294
    
    
    
    976Accounts payable and accrued expenses
    
    
    (10,065
    )
    
    
    (3,889
    )Accrued salaries and related expenses
    
    
    (910
    )
    
    
    2,767Deferred revenue
    
    
    6,568
    
    
    
    3,130Income taxes
    
    
    (2,457
    )
    
    
    2,311Other liabilities
    
    
    (60
    )
    
    
    (158
    )Net cash used in operating activities
    
    
    (16,096
    )
    
    
    (9,424
    )Cash flows from investing activitiesAcquisitions of property, equipment and software
    
    
    (1,179
    )
    
    
    (2,445
    )Other activity
    
    
    (231
    )
    
    
    4Net cash used in investing activities
    
    
    (1,410
    )
    
    
    (2,441
    )Cash flows from financing activitiesPayments on capital leases
    
    
    (8
    )
    
    
    (15
    )Tax benefit of stock option exercises
    
    
    31
    
    
    
    67Proceeds from exercise of stock options
    
    
    38
    
    
    
    80Restricted shares reacquired in net share issuance
    
    
    (200
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (139
    )
    
    
    132Net decrease in cash and cash equivalents
    
    
    (17,645
    )
    
    
    (11,733
    )Cash and cash equivalents, beginning of period
    
    
    43,108
    
    
    
    15,380Cash and cash equivalents, end of period
    
    $
    25,463
    
    
    $
    3,647Supplemental disclosureIncome taxes paid
    
    $
    5,542
    
    
    $
    92
  5




---



##### Table of Contents



ARGON
ST, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (unaudited)
(In thousands, exact share data)
 TotalCommon Stock
    
    
    Common Stock
    
    
    Additional Paid in
                    
    
    Retained
    
    
    StockholdersNumber of Shares
    
    
    Par Value
    
    
    Capital
    
    
    Treasury Stock
    
    
    Earnings
    
    
    EquityBalance, September 30, 2009
    
    
    22,965,952
    
    
    $
    230
    
    
    $
    227,288
    
    
    $
    (19,923
    )
    
    $
    111,983
    
    
    $
    319,578Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,618
    
    
    
    4,618Shares issued upon exercise
of stock options
    
    
    11,240
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    38Restricted stock units vested
    
    
    74,772
    
    
    
    1
    
    
    
    (201
    )
    
    
    
    
    
    
    
    
    
    
    (200
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,273
    
    
    
    
    
    
    
    
    
    
    
    1,273Tax benefit on stock option
exercises
    
    
    
    
    
    
    
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    31Balance, January 3, 2010
    
    
    23,051,964
    
    
    $
    231
    
    
    $
    228,429
    
    
    $
    (19,923
    )
    
    $
    116,601
    
    
    $
    325,338
  6




---



##### Table of Contents



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




---



##### Table of Contents



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 endedJanuary 3, 2010
    
    
    December 28, 2008Net income
    
    $
    4,618
    
    
    $
    5,189Weighted average shares outstanding  basic
    
    
    21,769,861
    
    
    
    21,667,861Basic earnings per share
    
    $
    0.21
    
    
    $
    0.24Effect of dilutive securities:Net shares issuable upon exercise of stock options
and awards
    
    
    313,385
    
    
    
    329,564Weighted average shares outstanding  diluted
    
    
    22,083,245
    
    
    
    21,997,425Diluted earnings per share
    
    $
    0.21
    
    
    $
    0.24
  3. STOCK-BASED COMPENSATION
   For the three months endedJanuary 3,
    
    
    December 28,2010
    
    
    2008Cost of revenues
    
    $
    1,054
    
    
    $
    578General and administrative expense
    
    
    362
    
    
    
    231Total pre-tax stock-based compensation included in
income from operations
    
    
    1,416
    
    
    
    809Income tax expense (benefit) recognized for stock-
based compensation
    
    
    (387
    )
    
    
    (219
    )Total stock-based compensation expense, net of tax
    
    $
    1,029
    
    
    $
    590
 8




---



##### Table of Contents



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
  Stock Option Activity
  Weighted-AverageWeighted-Average
    
    
    Remaining
    
    
    Aggregate IntrinsicNumber of Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    ValueShares under option, September 30, 2009
    
    
    1,675,872
    
    
    $
    18.50Options granted
    
    
    155,500
    
    
    
    21.23Options exercised
    
    
    (11,240
    )
    
    
    3.35
    
    
    
    
    
    
    $
    190Options cancelled and expired
    
    
    (7,150
    )
    
    
    27.11Shares under option, January 3, 2010
    
    
    1,812,982
    
    
    
    18.79
    
    
    
    5.62
    
    
    $
    9,481Options vested at January 3, 2010
    
    
    1,259,460
    
    
    
    17.51
    
    
    
    4.58
    
    
    $
    8,554As of January 3, 2010, options that are
vested and expected to vest prior to
expiration
    
    
    1,799,060
    
    
    $
    18.74
    
    
    
    5.61
    
    
    $
    9,481
 Restricted Share Activity
  Weighted-AverageGrant Date FairNumber of Shares
    
    
    ValueUnvested shares, September 30, 2009
    
    
    425,663
    
    
    $
    20.37Award shares granted
    
    
    148,250
    
    
    
    21.09Award shares vested
    
    
    (74,772
    )
    
    
    18.33Award shares
surrendered for taxes
    
    
    (9,487
    )
    
    
    18.33Award shares forfeited
    
    
    (1,900
    )
    
    
    24.66Unvested shares, January 3, 2010
    
    
    487,754
    
    
    $
    20.92
   9




---



##### Table of Contents



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
 4. ACCOUNTS RECEIVABLE
  January 3,
    
    
    September 30,2010
    
    
    2009Billed and billable
    
    $
    44,556
    
    
    $
    46,070Unbilled costs and fees
    
    
    80,389
    
    
    
    64,779Unfavorable indirect rate variance
    
    
    4,611
    
    
    
    Retainages
    
    
    6,591
    
    
    
    6,109Reserve
    
    
    (240
    )
    
    
    (302
    )Accounts receivable, net
    
    $
    135,907
    
    
    $
    116,656
  5. INVENTORY
  January 3,
    
    
    September 30,2010
    
    
    2009Raw Materials
    
    $
    2,329
    
    
    $
    3,212Component parts, work in process
    
    
    987
    
    
    
    797Finished component parts
    
    
    2,341
    
    
    
    2,3035,657
    
    
    $
    6,313Reserve
    
    
    (291
    )
    
    
    (291
    )Inventory, net
    
    $
    5,366
    
    
    $
    6,021
 6. PROPERTY, EQUIPMENT AND SOFTWARE
  January 3,
    
    
    September 30,2010
    
    
    2009Computer, machinery and test equipment
    
    $
    37,049
    
    
    $
    29,841Leasehold improvements
    
    
    12,318
    
    
    
    12,238Computer software
    
    
    5,516
    
    
    
    5,575Furniture and fixtures
    
    
    1,517
    
    
    
    1,514Equipment under capital lease
    
    
    337
    
    
    
    337Construction in progress
    
    
    5,301
    
    
    
    11,81362,038
    
    
    
    61,318Less accumulated depreciation and amortization
    
    
    (34,920
    )
    
    
    (33,276
    )$
    27,118
    
    
    $
    28,042
 10




---



##### Table of Contents



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
  7. REVOLVING LINE OF CREDIT
    8. INCOME TAXES
    9. FAIR VALUE OF FINANCIAL INSTRUMENTS
 Fair Value Measurements and Disclosures,
 11




---



##### Table of Contents



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
     10. COMMITMENTS AND CONTINGENCIES
  11. RELATED PARTY TRANSACTIONS
  12. SUBSEQUENT EVENTS
  13. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
    12




---



##### Table of Contents



ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
  13




---



##### Table of Contents



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




---



##### Table of Contents



Revenues
      Three Months EndedContract Type
    
    January 3, 2010
    
    
    December 28, 2008Fixed-price contracts
    
    
    53%
    
    
    
    57%Cost reimbursable contracts
    
    
    44%
    
    
    
    39%Time and material contracts
    
    
    3%
    
    
    
    4%
  15




---



##### Table of Contents



Backlog
     January 3,
    
    
    September 30,2010
    
    
    2009Funded
    
    $
    117,687
    
    
    $
    137,947Unfunded
    
    
    91,796
    
    
    
    95,413Total
    
    $
    209,483
    
    
    $
    233,360
  16




---



##### Table of Contents



Cost of Revenues
  General and Administrative Expenses
  Research and Development
   Interest Income and Expense
   Critical Accounting Practices and Estimates
 General
  Revenue and Cost Recognition
 General
 Revenue Recognition  Construction-Type and Production-Type Contracts  General.
 17




---



##### Table of Contents



Indirect rate variance
     18




---



##### Table of Contents



Award Fee Recognition
  Goodwill
 Goodwill
 Long-Lived Assets (Excluding Goodwill)
 Impairment or Disposal of Long-Lived
Assets
 Accounts Receivable
  Stock-Based Compensation
  19




---



##### Table of Contents



Historical Operating Results
 Three months ended January 3, 2010 compared to three months ended December 28, 2008
  Three months endedAmount of
    
    %January 3,
    
    December 28,
    
    increase
    
    increase2010
    
    2008
    
    (decrease)
    
    (decrease)Contract revenues
    
    $
    73,187
    
    
    $
    84,026
    
    
    
    ($10,839
    )
    
    
    -13
    %Cost of revenues
    
    
    58,967
    
    
    
    68,846
    
    
    
    (9,879
    )
    
    
    -14
    %General and administrative expenses
    
    
    4,405
    
    
    
    5,788
    
    
    
    (1,383
    )
    
    
    -24
    %Research and development expenses
    
    
    2,357
    
    
    
    1,772
    
    
    
    585
    
    
    
    33
    %Provision for income taxes
    
    
    2,840
    
    
    
    2,417
    
    
    
    423
    
    
    
    18
    %Net income
    
    $
    4,618
    
    
    $
    5,189
    
    
    
    ($571
    )
    
    
    -11
    %
 Revenues
    20




---



##### Table of Contents



Cost of Revenues
  General and Administrative Expenses
  Research and Development Expenses
  Provision for Income Taxes
  Net Income
  21




---



##### Table of Contents



Analysis of Liquidity and Capital Resources
  Cash
  Cash Flows
      22




---



##### Table of Contents



Line of Credit
     Contractual Billing Provisions
   23




---



##### Table of Contents



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
    
    $
    36
    
    
    $
    27
    
    
    $
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    36,753
    
    
    
    7,572
    
    
    
    7,501
    
    
    
    7,138
    
    
    
    7,047
    
    
    
    6,359
    
    
    
    1,136Total
    
    $
    36,789
    
    
    $
    7,599
    
    
    $
    7,510
    
    
    $
    7,138
    
    
    $
    7,047
    
    
    $
    6,359
    
    
    $
    1,136
  (in thousands)
    
    Total
    
    
    Less Than 1 Year
    
    
    1-3 YearsLetters of credit
    
    $
    2,206
    
    
    $
    1,916
    
    
    $
    290
  Market Risks
  Cash and Cash Equivalents
  Access to Bank Credit
  Interest Rates
  24




---



##### Table of Contents



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 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. Our disclosure controls and procedures are designed to
provide reasonable assurance that the information required to be disclosed in this
Quarterly Report on Form 10-Q has been appropriately recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective at the reasonable assurance level.(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.
 25




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  We are evaluating and considering strategic alternatives, but we may not complete any transaction.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Total Number of
    
    
    Approximate NumberTotal Number of
    
    
    
    
    
    
    Shares Purchased as
    
    
    of Shares that MayShares Purchased
    
    
    Average Price Paid
    
    
    Part of Publicly
    
    
    Yet Be PurchasedPeriod
    
    (1)
    
    
    per Share
    
    
    Announced Plan
    
    
    Under the PlanOctober 1, 2009 to November 1, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    November 2, 2009 to November 29, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    November 30, 2009 to January 3, 2010
    
    
    9,487
    
    
    $
    21.05
    
    
    
    
    
    
    
    First quarter fiscal 2010 totals
    
    
    9,487
    
    
    $
    21.05
    
    
    
    
    
    
    
    
 
 (1)
    
    These amounts represent shares surrendered to satisfy tax withholding obligations in
connection with restricted stock units. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  26




---



##### Table of Contents



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
    
    
    Third Amended and Restated Financing and Security
Agreement (incorporated by reference to Exhibit
10.1 of the Companys Current Report on Form 8-K,
filed January 28, 2010)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 27




---



##### Table of Contents



SIGNATURES
  ARGON ST, INC.
(Registrant)By:
    /s/ Terry L. CollinsTerry L. Collins, Ph.D.Chairman and Chief Executive OfficerBy:
    /s/ Aaron N. DanielsAaron N. DanielsVice President, Chief Financial Officer, and Treasurer  28