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): May 18, 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:
0 Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
0 Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
0 Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
0 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
At Analex Corporation's 2006 Annual Meeting of Stockholders
held on May 18, 2006, shareholders of Analex Corporation
(the "Company") approved the adoption of the Company's 2006
Long Term Incentive Plan ("the 2006 Plan"). A copy of the
2006 Plan was filed on April 14, 2006 with the SEC as Annex
A of the Company's Proxy Statement. Filed herewith as
Exhibit 10.1 is the form of Employee Stock Appreciation
Rights agreement to be used under the 2006 Plan.
On May 18, 2006, the Company granted Sterling E. Phillps,
Jr., Chairman and Chief Executive Officer of the Company
Employee Stock Appreciation Rights ("SARs") covering 400,000
shares of Analex Common Stock under the Company's 2006 Plan.
On May 18, 2006, the Company also granted Michael G.
Stolarik, President and Chief Operating Officer of the
Company SARs covering 150,000 shares of Analex Common Stock
under the Company's 2006 Plan. These rights will vest over
four (4) years with 25% vesting on each of the 12-month
anniversaries of the initial grant. Other terms of the
grants can be found in Exhibit 10.1 filed herewith.
Item 5.03 Amendment to Bylaws
On May 18, 2006, the Board of Directors unanimously approved
and adopted the Fourth Amendment to the Company's Amended
and Restated Bylaws (the "Fourth Amendment") by amending
Section 6.2 "Right to Advancement of Expenses" of the
Company's Amended and Restated Bylaws. Under the Fourth
Amendment, the Company is contractually bound to advance
expenses incurred by any current or previous officer or
director in connection with the investigation, defense,
settlement or appeal of any proceeding to which the
individual is a party or is threatened to be made a party by
reason of the fact that the individual is or was an agent of
the Company. The Fourth Amendment became effective on May
23, 2006 after holders of a majority of the Company's
outstanding Series A Preferred Stock and Series B Preferred
Stock also approved the adoption of the same. A copy of the
Fourth Amendment is attached herewith as Exhibit 10.2.
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: May 24, 2006 By: /s/ C. Wayne Grubbs
------------------------------
C. Wayne Grubbs
Senior Vice President and
Chief Financial Officer
Exhibit Index
Exhibit Description
No.
10.1 Form of Employee Stock Appreciation Right
Agreement under the 2006 Long-Term
Incentive Plan.
10.2 The Fourth Amendment to the Amended and
Restated Bylaws