As filed with the Securities and Exchange Commission on March 4, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MANTECH INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of 22-1852179
Incorporation or 12015 Lee Jackson Highway (I.R.S. Employer
Organization) Fairfax, VA 22033 Identification No.)
(Address of Principal Executive Offices Including Zip Code)
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(K) PLAN
(Full Title of the Plan)
-----------------
Copies to:
George J. Pedersen Ronald O. Mueller, Esq.
ManTech International Corporation Gibson, Dunn & Crutcher LLP
12015 Lee Jackson Highway 1050 Connecticut Avenue, N.W.
Fairfax, VA 22033 Washington, D.C. 20036
(202) 955-8500
(Name and Address of Agent For Service)
-----------------
(703) 218-6000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price Registration Fee(2)
---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
Class A Common Stock, 250,000 shares N/A $4,512,500 $415
par value $.01 per share
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(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions. Pursuant to Rule 416(c), also registers an indeterminate
number of plan interests.
(2) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 based upon the average high and low prices for
the Common Stock on February 27, 2002, which was $18.05.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information requested in Part I of this Registration Statement is
included in the prospectus for ManTech International Corporation's ManTech
International 401(k) Plan, which the Registrant has excluded from this
Registration Statement in accordance with the instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
Registration Statement:
1. The Registrant's Registration Statement on Form S-1 (File No. 333-73946),
as filed with the Commission on November 23, 2001, as amended, under which
the Registrant registered shares of Class A Common Stock under the
Securities Act of 1933, as amended. 2. The description of the Class A
Common Stock set forth in the Registrant's Registration Statement on Form
8-A (File No. 000-49604), as filed with the Commission on January 25, 2002,
under which the Registrant registered shares of its Class A Common Stock
under Section 12(g) of Securities and Exchange Act of 1934, as amended (the
"Exchange Act").
All reports and other documents that the Registrant subsequently files with
the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
indicating that the Registrant has sold all of the securities offered under this
Registration Statement or that deregisters the distribution of all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement from the date that the Registrant
files such report or document. Any statement contained in this Registration
Statement or any report or document incorporated into this Registration
Statement by reference, however, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in a subsequently dated report or document that is also considered
part of this Registration Statement, or in any amendment to this Registration
Statement, is inconsistent with such prior statement. The Registrant's file
number with the Commission is 000-49604.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (DGCL) generally
provides that all directors and officers (as well as other employees and
individuals) may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with certain specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation -- a "derivative action"), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification extends only to expenses (including attorneys' fees)
actually and reasonably incurred in connection with defense or settlement of an
action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. Section 145 of the DGCL also provides that the rights
conferred thereby are not exclusive of any other right which any person may be
entitled to under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, and permits a corporation to advance expenses to or on
behalf of a person to be indemnified upon receipt of an undertaking to repay the
amounts advanced if it is determined that the person is not entitled to be
indemnified.
The Registrant's Certificate of Incorporation and Bylaws provide that each
person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding by reason of the fact that he is or
was a director or officer of the Registrant (or is or was serving at the request
of the Registrant as director, officer, employee or agent of another entity),
shall be indemnified and held harmless by the Registrant to the fullest extent
authorized by the DGCL, as in effect (or to the extent that indemnification is
broadened, as it may be amended), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith. Except with respect to actions initiated by
an officer or director against the Registrant to recover the amount of an unpaid
claim, the Registrant is required to indemnify an officer or director in
connection with an action, suit or proceeding initiated by such person only if
such action, suit or proceeding was authorized by the Board of Directors of the
Registrant. The Registrant's Certificate of Incorporation and Bylaws further
provide that an officer or director may (60 days after a written claim has been
received by the Registrant) bring suit against the Registrant to recover an
unpaid claim and, if such suit is successful, the expense of bringing such suit.
While it is a defense to such suit that the claimant has not met the applicable
standards of conduct which make indemnification permissible under the DGCL,
neither the failure of the Board of Directors to have made a determination that
indemnification is proper, nor an actual determination that the claimant has not
met the
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applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
The Registrant's Certificate of Incorporation and Bylaws also provide that
the rights conferred thereby are contract rights, that they are not exclusive of
any other rights which an officer or director may have or hereafter acquire
under any statute, any other provision of the Certificate of Incorporation,
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
and that they include the right to be paid by the Registrant the expenses
incurred in defending any specified action, suit or proceeding in advance of its
final disposition provided that, if the DGCL so requires, such payment shall
only be made upon delivery to the Registrant by the officer or director of an
undertaking to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
the Bylaws or otherwise.
The Registrant may, to the fullest extent permitted by the DGCL, purchase
and maintain insurance on behalf of any officer, director, employee or agent
against any liability that may be asserted against such person.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No. Description
4.1 Second Amended and Restated Certificate of Incorporation
of the Registrant as filed with the Secretary of State
of the State of Delaware on January 30, 2002,
incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1 (File
No. 333-73946), as filed with the Commission on November
23, 2002, as amended
4.2 Amended and Restated Bylaws of the Registrant,
incorporated herein by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1 (File
No. 333-73946), as filed with the Commission on November
23, 2002, as amended
5.1 IRS Determination Letter
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page of
this Registration Statement)
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post- effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfax in the Commonwealth of Virginia, on this 4th
day of March, 2002.
MANTECH INTERNATIONAL CORPORATION
By: /s/ George J. Pedersen
---------------------------
Name: George J. Pedersen
Title: Chairman of the Board of Directors,
Chief Executive Officer and President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each of the directors and/or officers of
the Registrant whose signature appears below hereby appoints George J. Pederson
as his attorney-in-fact to sign his name and on his behalf, in any and all
capacities stated below, and to file with the Securities and Exchange Commission
any and all amendments, including post-effective amendments to this Registration
Statement as appropriate, and generally to do all such things in their behalf in
their capacities as officers and directors to enable Registrant to comply with
the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
Name and Signature Title Date
------------------ ----- ----
/s/ George J. Pedersen Chairman of the Board of Directors, March 4, 2002
---------------------------- Chief Executive Officer and President
George J. Pedersen (Principal Executive Officer)
/s/ John A. Moore, Jr. Executive Vice President, Chief
---------------------------- Financial Officer, Treasurer and
John A. Moore, Jr. Director March 4, 2002
(Principal Financial Officer and
Principal Accounting Officer)
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/s/ Walter W. Vaughan
------------------------
Walter W. Vaughan Director March 4, 2002
/s/ Michael D. Golden
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Michael D. Golden Director March 4, 2002
/s/ Stephen W. Porter
------------------------
Stephen W. Porter Director March 4, 2002
/s/ Walter R. Fatzinger, Jr.
-----------------------------
Walter R. Fatzinger, Jr. Director March 4, 2002
/s/ Richard J. Kerr
------------------------------
Richard J. Kerr Director March 4, 2002
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Pursuant to the requirements of the Securities Act, the trustee of the
ManTech International Corporation 401(k) Retirement Plan has duly executed the
Registration Statement on Form S-8, in the in the City of Hartford in the State
of Connecticut, on February 25, 2002.
By: /s/ Stuart A. Lavine
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Name: Stuart A. Lavine
Company: CIGNA Bank & Trust Company, FSB
Title: Trustee
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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4.1 Second Amended and Restated Certificate of Incorporation of the Registrant N/A
as filed with the Secretary of State of the State of Delaware on January
30, 2002, incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1 (File No. 333-73946), as
filed with the Commission on November 23, 2002, as amended
4.2 Amended and Restated Bylaws of the Registrant, incorporated herein by N/A
reference to Exhibit 3.2 of the Registrant's Registration Statement on Form
S-1 (File No. 333-73946), as filed with the Commission on November 23,
2002, as amended
5.1 IRS Determination Letter 11
23.1 Consent of Deloitte & Touche LLP 13
23.2 Consent of PricewaterhouseCoopers LLP 14
24.1 Power of Attorney (included on the signature page of this Registration N/A
Statement)
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