UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 15, 2005
SI International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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000-50080 |
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52-2127278 |
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(State or Other Jurisdiction |
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(Commission File |
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(IRS Employer |
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12012 Sunset Hills Road |
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20190 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (703) 234-7000
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
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 1.01 Entry into a Material Definitive Agreement.
On September 15, 2005, SI International, Inc., a Delaware corporation (“SI International”), announced the appointment of Harry D. Gatanas as Executive Vice President of the Strategic Programs Group of SI International. In this capacity, General Gatanas will receive a base annual salary of $250,000. He also received a $50,000 signing bonus. General Gatanas may receive a bonus following the end of each fiscal year in accordance with the performance-based bonus plans established by the Board of Directors and reviewed on the basis of revenue and profitability targets. SI International has established a target bonus of 50% for General Gatanas, with the potential for him to receive a bonus of up to 100% of his base salary to the extent target performance objectives are exceeded. The bonus for fiscal year 2005 will be pro-rated based upon the commencement of his employment. General Gatanas is also eligible for equity incentives in the form of executive stock grants and stock option grants. We expect to enter into an Executive Employment Agreement with General Gatanas evidencing these terms, and possibly including additional terms, in the near future. We will amend this Current Report on Form 8-K following the execution of such agreement.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit Number |
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Exhibit |
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99.1 |
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Press Release dated September 15, 2005 (*) |
The above-referenced statements may contain forward-looking statements that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, which are described in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties include: differences between authorized amounts and amounts received by the Company under government contracts; government customers’ failure to exercise options under contracts; changes in federal government (or other applicable) procurement laws, regulations, policies and budgets; the Company’s ability to attract and retain qualified personnel; and the important factors discussed in the Risk Factors section of the annual report on Form 10-K filed by the Company with the Securities and Exchange Commission and available directly from the Commission at www.sec.gov. The actual results may differ materially from any forward-looking statements due to such risks and uncertainties. The Company undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.
* Included with this filing.
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SIGNATURES
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.
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SI International, Inc. |
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By: |
/s/ THOMAS E. DUNN |
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Thomas E. Dunn |
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Executive Vice President, |
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Chief Financial Officer and Treasurer |
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Dated: |
September 19, 2005 |
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INDEX TO EXHIBITS
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Exhibit Number |
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Exhibit |
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99.1 |
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Press Release dated September 15, 2005 |
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