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): | March 8, 2005 |
Alion Science and Technology
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 333-89756 | 54-2061691 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
1750 Tysons Boulevard, Suite 1300, McLean, Virginia | 22102 | |
_________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
Registrant’s telephone number, including area code: | 703-918-4480 |
Not Applicable
______________________________________________
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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.
As of March 8, 2005, Alion Science and Technology Corporation (the "Company") and the Illinois Institute of Technology ("IIT") entered into the Third Amendment to the Seller Warrant Agreement (the "Seller Amendment") and the Third Amendment to the Mezzanine Warrant Agreement (the "Mezzanine Amendment"). The Illinois Institute of Technology owns warrants to purchase up to approximately 32.0 percent of the Company's common stock on a fully diluted basis (assuming the exercise of all outstanding warrants), calculated as of September 30, 2004.
As of March 8, 2005, the Company and Dr. Bahman Atefi, the chairman and chief executive officer of the Company, entered into the Third Amendment to the Alion Mezzanine Warrant Agreement (the "Atefi Amendment," and collectively with the Seller Amendment and the Mezzanine Amendment, the "Amendments" or "Warrant Agreements"). Dr. Atefi owns warrants to purchase up to approximately 0.4 percent of the Company's common stock, on a fully diluted basis (assuming the exerc ise of all outstanding warrants), calculated as of September 30, 2004.
Pursuant to the Amendments, the Company and IIT have agreed to increase the amount of Stock Appreciation Rights ("SARs") issuable by the Company, subject to certain terms and conditions. A complete description of the terms associated with the issuance of SARs pursuant to the amendments is set forth in each of the Warrant Agreements, attached as Exhibits to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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.
Alion Science and Technology | ||||
March 14, 2005 | By: | John M. Hughes | ||
Name: John M. Hughes | ||||
Title: Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
10.50 | Third Amendment to the Seller Warrant Agreement | |
10.51 | Third Amendment to the Mezzanine Warrant Agreement | |
10.52 | Third Amendment to the Alion Mezzanine Warrant Agreement |