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) DECEMBER 13, 2005
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ANTEON INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
333-84835 13-3880755
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(Commission File Number) (IRS Employer Identification No.)
3211 JERMANTOWN ROAD, SUITE 700
FAIRFAX, VIRGINIA 22030-2801
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(Address of Principal Executive Offices) (Zip Code)
(703) 246-0200
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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 (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|X| 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 December 13, 2005, Anteon International Corporation (the
"COMPANY") entered into an agreement and plan of merger (the "MERGER AGREEMENT")
with General Dynamics Corporation ("GENERAL DYNAMICS") and Avenger Acquisition
Corporation ("AVENGER"), a wholly owned subsidiary of General Dynamics, pursuant
to which General Dynamics agreed to acquire the Company for approximately $2.2
billion, which includes the assumption of approximately $100 million in debt.
Pursuant to the terms of the Merger Agreement, General
Dynamics will acquire all of the Company's outstanding common stock in a cash
merger at a price of $55.50 per share (the "MERGER") and the Company's net debt,
which was approximately $100 million as of September 30, 2005. Upon completion
of the Merger, the Company will become a wholly owned subsidiary of General
Dynamics.
The board of directors of the Company (1) approved the Merger
Agreement and the Merger, (2) determined that the consideration to be paid in
the Merger is fair to, and in the best interests of, the Company's stockholders
and (3) resolved to recommend that the Company's stockholders approve the
Merger, the Merger Agreement and the transactions contemplated by the Merger
Agreement. The board of directors may change its recommendation if it receives a
superior proposal and specified conditions are met.
The Merger is expected to be completed by the end of the
second quarter in 2006, subject to regulatory approvals, as well as other
customary closing conditions. Pursuant to the terms of the Merger Agreement, the
Company and General Dynamics each have certain termination rights. The Merger
Agreement also provides that, upon termination of the Merger Agreement under
specified circumstances, the Company may be required to pay General Dynamics a
termination fee of $42.5 million and to reimburse General Dynamics for its
out-of-pocket expenses in connection with the Merger in an aggregate amount up
to $500,000. In addition, the Merger Agreement provides that, upon termination
of the Merger Agreement due to failure to obtain anti-trust approval under the
Hart-Scott Rodino Act, General Dynamics may be required to pay the Company a
termination fee of $42.5 million and to reimburse the Company for its
out-of-pocket expenses in connection with the Merger in an aggregate amount up
to $500,000.
Immediately prior to the execution of the Merger Agreement,
the Company and American Stock Transfer and Trust Company (the "RIGHTS AGENT")
entered into an amendment (the "RIGHTS AGREEMENT AMENDMENT") to the Rights
Agreement dated as of March 15, 2002 (the "RIGHTS AGREEMENT"), which provides
that neither the execution of the Merger Agreement nor any agreements,
arrangements or understandings entered into by General Dynamics and Avenger in
connection with the Merger Agreement, nor the announcement or consummation of
the Merger, will trigger the provisions of the Rights Agreement. The Rights
Agreement Amendment provides that the Rights Agreement terminates upon the
effective time of the Merger. The Rights Agreement Amendment is further
described in Item 3.03 below.
The foregoing descriptions of the Merger Agreement and the
Rights Agreement Amendment do not purport to be complete and are qualified in
their entirety by reference to the Merger Agreement and the Rights Agreement
Amendment, which are filed as exhibits hereto and incorporated herein by
reference.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
Immediately prior to the execution of the Merger Agreement,
the Company and the Rights Agent entered into the Rights Agreement Amendment,
which provides that neither the execution of the Merger Agreement nor any
agreements, arrangements or understandings entered into by General Dynamics and
Avenger in connection with the Merger Agreement, nor the consummation or
announcement of the transactions contemplated by the Merger Agreement, will
trigger the provisions of the Rights Agreement. The Rights Agreement Amendment
terminates upon the effective time of the Merger.
In particular, the Rights Agreement Amendment provides that
neither General Dynamics, Avenger nor any of their respective affiliates (the
"EXEMPTED PERSONS") shall be deemed to be an "Acquiring Person," and a
Triggering Event shall not be deemed to have occurred by virtue of or as a
result of (i) any agreements, arrangements or understandings executed and
delivered by the Exempted Persons in connection with the Merger Agreement or
(ii) the announcement or consummation of the transactions contemplated by the
Merger Agreement. The Rights Agreement Amendment also redefines "Expiration
Date" to include a potential earlier date and time immediately prior to the
Merger becoming effective.
The foregoing description of the Rights Agreement Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement Amendment, which is filed as an exhibit hereto, and is
incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
On December 14, 2005, the Company issued a press release
announcing that its boards of directors had approved a definitive agreement and
plan of merger for General Dynamics to purchase the Company for approximately
$2.2 billion, as discussed in Item 1.01 above.
A copy of the press release is being filed as Exhibit 99.1
hereto and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
10.1 Agreement and Plan of Merger, dated as of December 13, 2005, by and
among Anteon International Corporation, Avenger Acquisition Corporation
and General Dynamics Corporation.
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10.2 Amendment No.1 to the Rights Agreement dated as of December 13, 2005 by
and between Anteon International Corporation and American Stock
Transfer and Trust Company.
99.1 Press Release, dated December 14, 2005.
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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.
ANTEON INTERNATIONAL CORPORATION
By: /s/ Curtis L. Schehr
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Curtis L. Schehr
Senior Vice President
General Counsel and Secretary
Date: December 14, 2005
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