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): JULY 17, 2006
DYNCORP INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
DELAWARE 001-32869 01-0824791
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8445 FREEPORT PARKWAY, SUITE 400, IRVING, TEXAS 75063
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (817) 224-1460
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.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On July 17, 2006, DynCorp International Inc. (the "Company") announced
that Stephen J. Cannon, President, Chief Executive Officer and director,
resigned from the Company and its affiliated entities effective July 17, 2006.
The Company also announced that Herbert J. Lanese, a member of the Company's
board of directors (the "Board"), former chairman of the compensation committee
and a member of the audit committee replaced Mr. Cannon as President and Chief
Executive Officer. Mr. Lanese has resigned from the compensation committee of
the Board but will continue to serve as a member of the Board and as a member of
the audit committee of the Board.
Mr. Lanese will receive an annual base salary of $800,000 and will be
entitled to a target bonus of up to $1,000,000 per year, based on the
achievement of performance targets established by the compensation committee of
the Board. Mr. Lanese will also be granted an indirect equity interest in the
Company through the issuance of a 1.6% Class B interest in DIV Holding LLC, the
Company's Parent. Mr. Lanese's employment agreement in his new capacity as
President and Chief Executive Officer has not yet been finalized.
The audit committee of the Board currently has three members, Charles
S Ream, Admiral Leighton W. Smith, Jr. and Mr. Lanese. The NYSE rules permit a
company listing on the NYSE in connection with its initial public offering to
have only one member of the audit committee comply with the independence
requirements on the date of listing, provided that a majority of the members
satisfy the requirements within 90 days after listing and all of the members
satisfy the requirements within one year after listing. Our Board has determined
that Messrs. Ream and Smith satisfy the independence requirements for service on
the audit committee and one additional independent director will join the audit
committee prior to the end of the one year phase-in period referenced above.
A copy of the press release announcing the retirement of Mr. Cannon
and the appointment of Mr. Lanese is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit 99.1 Press Release dated July 17, 2006.
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.
DynCorp International Inc.
Date: July 17, 2006 /s/ Michael J. Thorne
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Michael J. Thorne
Senior Vice President and Chief Financial Officer