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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 5, 2002
Date of Report (Date of earliest event reported)
MANTECH INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 000-49604 22-1852179
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
12015 Lee Jackson Highway, Fairfax, VA 22033
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(Address of principal executive offices)
(703) 218-6000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 5, 2002, ManTech International Corporation announced that its
acquisition by way of merger of Aegis Research Corporation had closed.
Under the terms of the merger agreement by and among Aegis Research Corporation,
ManTech Beta Corporation, ManTech International Corporation, and Citibank, N.A.,
as Escrow Agent, ManTech Beta Corporation, a newly formed subsidiary of ManTech
International Corporation, merged with and into Aegis Research Corporation, with
Aegis Research Corporation surviving the merger as a wholly owned subsidiary of
ManTech International Corporation operating under the new name ManTech Aegis
Research Corporation. The consideration for the shareholders to consent to the
merger was a purchase price of approximately $69.1 million in cash. ManTech
International Corporation funded the acquisition using proceeds from its initial
public offering completed in February 2002. The purchase price was determined
based on arm's length negotiations among the parties.
Aegis Research Corporation, based in Falls Church, VA., is a leading provider of
secrecy management and enterprise security services for key customers in the
Department of Defense and intelligence community.
The summary of the transaction described above is qualified by reference to the
Agreement and Plan of Merger, by and among Aegis Research Corporation, ManTech
Beta Corporation, ManTech International Corporation, and Citibank, N.A., as
Escrow Agent, dated July 1, 2002, the press release dated July 1, 2002,
regarding the signing of the transaction and the press release dated August 5,
2002, regarding the closing of the transaction, all of which are attached as
exhibits hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for ManTech International Corporation to provide the financial statements
required by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after August 20, 2002.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for ManTech International Corporation to provide the financial statements
required by this Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after August 20, 2002.
(c) Exhibits
2.1 Agreement and Plan of Merger by and among Aegis Research Corporation,
ManTech Beta Corporation, ManTech Beta Corporation, ManTech International
Corporation, and Citibank, N.A., as Escrow Agent, dated as of July 1,
2002. Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and
schedules to the Agreement and Plan of Merger are omitted. A list of
such exhibits and schedules appears in the table of contents to the
Agreement and Plan of Merger.
99.1 Press Release regarding the signing of the Agreement and Plan of Merger
dated July 1, 2002.
99.2 Press Release regarding completion of the acquisition dated August 5,
2002.
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, thereunto duly authorized, in the City of Fairfax in the
Commonwealth of Virginia, on this 20th day of August, 2002.
MANTECH INTERNATIONAL CORPORATION
/s/ George J. Pedersen
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Name: George J. Pedersen
Title: Chairman of the Board of Directors,
Chief Executive Officer and President
/s/ John A. Moore, Jr.
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Name: John A. Moore, Jr.
Title: Director, Executive Vice President
and Chief Financial Officer