UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 17, 2012
THE KEYW HOLDING CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | |
Maryland
(State or Other
Jurisdiction of
Incorporation) | | 001-34891 (Commission
File Number) | | 27-1594952 (IRS Employer
Identification No.) |
7740 Milestone Parkway, Suite 400 Hanover, Maryland 21076 (Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including area code:(443) 733-1600
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:
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 8.01 Other Events.
The KEYW Holding Corporation (the “Company”) today filed a Prospectus Supplement to the Prospectus included in its Registration Statement on Form S-3 (333-182134). The Prospectus Supplement includes certain audited financial statements of each of Poole & Associates, Inc. and Sensage, Inc. Attached to this Form 8-K as Exhibits 99.1, 99.2 and 99.3, respectively, are (i) the financial statements of Poole & Associates, Inc. (ii) the financial statements of Sensage, Inc. and (iii) the pro forma financial information that were included in the Prospectus Supplement.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | | Description |
| | |
| 23.1 | | Consent ofGrant Thornton LLP. |
| | | |
| 23.2 | | Consent ofWuHoover & Co. LLP. |
| | | |
| 99.1 | | Financial Statements of Poole & Associates, Inc. |
| | | |
| 99.2 | | Financial Statements of Sensage, Inc. |
| | | |
| 99.3 | | Pro Forma Financial Information. |
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.
| Date: September 17, 2012 | THE KEYW HOLDING CORPORATION |
| | |
| | By: | /s/ John E. Krobath |
| | | Name: John E. Krobath |
| | | Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | | Description |
| | |
| 23.1 | | Consent ofGrant Thornton LLP. |
| | | |
| 23.2 | | Consent ofWuHoover & Co. LLP. |
| | | |
| 99.1 | | Financial Statements of Poole & Associates, Inc. |
| | | |
| 99.2 | | Financial Statements of Sensage, Inc. |
| | | |
| 99.3 | | Pro Forma Financial Information. |
