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): February
22, 2006
Analex Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-5404 71-0869563
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
2677 Prosperity Avenue, Suite 400, Fairfax, VA 22031
(Address of principal executive offices) (Zip Code)
(703) 852-4000
(Registrant's telephone number, including area code)
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
On February 22, 2006, the Board of Directors approved
certain amendments to the Analex Corporation 2000 Stock
Option Plan and renamed the plan the "2000 Stock Incentive
Plan." A copy of the amended and restated 2000 Stock
Incentive Plan is filed herewith as Exhibit 10.1 to this
Form 8-K. A form of the Stock Appreciation Right Agreement
and Option Exchange and Stock Appreciation Right Agreement
under the 2000 Stock Incentive Plan are attached herewith as
Exhibit 10.2 and 10.3, respectively, to this Form 8-K
report.
On February 22, 2006, the Board of Directors also approved
certain amendments to the Analex Corporation 2002 Stock
Option Plan and renamed the plan the "2002 Stock Incentive
Plan." A copy of the amended and restated 2002 Stock
Incentive Plan is filed herewith as Exhibit 10.4 to this
Form 8-K. A form of the Stock Appreciation Right Agreement
and a form of the Option Exchange and Stock Appreciation
Right Agreement under the 2002 Stock Incentive Plan are
attached herewith as Exhibit 10.5 and 10.6, respectively, to
this Form 8-K report.
Pursuant to the Analex Corporation 2002 Stock Incentive
Plan, each non-employee director shall automatically receive
on the date of the first regular Board meeting held in each
new fiscal year Stock-Only Stock Appreciation Rights (SOSAR)
covering 5,000 shares of Analex Common Stock. On February
22, 2006, the Registrant approved grants to the following
non-employee directors, Messers C. Thomas Faulders, III,
Lincoln D. Faurer, Martin Hale, Jr., Gerald Poch, Daniel R.
Young, Thomas Hewitt and Daniel P. March, whereby they each
were granted SOSARs covering 5,000 shares of Analex Common
Stock. These SOSARs became fully vested upon the date of
grant and the exercise price was the closing price reported
on NASDAQ on February 21, 2006. In accordance with the terms
of the 2002 Plan, these SOSARs shall terminate upon the
earlier of (i) the tenth anniversary of the grant, and (ii)
90 days after the cessation of the individual's service as a
member of the Board, unless the Board sets a later
expiration date subsequent to the date of grant but prior to
the end of the 90-day period following the individual's
cessation as a member of the Board.
On February 22, 2006, the Registrant's Board of Directors
approved the grant 50,000 shares of restricted stock to
each of Messrs. C. Wayne Grubbs, V. Joseph Broadwater and
Stephen C. Matthews. The Registrant's Board of Directors,
including the Compensation Committee which is solely
comprised of independent directors, considered the grants
material inducement to these individuals' employment with
the Registrant as its Senior Vice President and Chief
Financial Officer, Senior Vice President of the National
Security Group and Senior Vice President of Business
Development, respectively. The restricted stock will vest
at 25% increments each year for the next 4 years from the
date of employment. If the individual grantee's employment
with the Company terminates for any reason before the
restricted stock becomes vested, his rights and interests in
any unvested restricted stock will be forfeited. Until such
time as the shares become vested pursuant to the Restricted
Stock Award Agreement, the individual shall not have the
right to transfer, pledge, or hypothecate all or any portion
of the restricted stock with or without consideration. Each
of the Restricted Stock Agreements is filed herewith as an
exhibit to this Form 8-K report.
Since these grants were made as an inducement material to
certain individuals' employment with the Company, the
Company is seeking to issue the securities without
shareholders' approval pursuant to Section 711(a) of the
American Stock Exchange Company Guide. In compliance with
the Section 711 of the American Stock Exchange Company
Guide, the Company has issued a press release containing
certain information about such grants. The full text of such
press release is attached herewith as Exhibit 10.10 to this
Form 8-K report.
Item 9.01 Financial Statement and Exhibits
(c) Exhibits
See Exhibit index attached hereto.
SIGNATURE
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.
ANALEX CORPORATION
Date: February 28, 2006 By: /s/ C. Wayne Grubbs
C. Wayne Grubbs
Senior Vice President and
Chief Financial Officer
Exhibit Index
Exhibit Description
No.
10.1 Analex Corporation 2000 Stock
Incentive Plan
10.2 Form of Stock Appreciation
Right Agreement under the
2000 Stock Incentive Plan
10.3 Form of Option Exchange and
Stock Appreciation Right
under the 2000 Stock
Incentive Plan
10.4 Analex Corporation 2002 Stock
Incentive Plan
10.5 Form of Stock Appreciation
Right Agreement under the
2002 Stock Incentive Plan
10.6 Form of Option Exchange and
Stock Appreciation Right
under the 2002 Stock
Incentive Plan
10.7 Restricted Stock Award
Agreement with C. Wayne
Grubbs, dated February 22,
2006
10.8 Restricted Stock Award
Agreement with V. Joseph
Broadwater, dated February
22, 2006
10.9 Restricted Stock Award
Agreement with Stephen C.
Matthews, dated February 22,
2006
10.10 Press release, dated February
27, 2006