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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) January 19, 2006
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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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 19, 2006, Anteon International Corporation
("Anteon") entered into amended and restated executive agreements with each of
the following executive officers: Mark Heilman, S. Daniel Johnson, Joseph Kampf,
Seymour Moskowitz and Charles Ream (each, an "executive"). Each executive
agreement provides that if, during the two year period following a change of
control event, the executive's employment is terminated by Anteon without
"Cause" or by the executive for "Good Reason," he will be entitled to the
following severance benefits: all accrued but unpaid salary for the year of
termination plus any earned but unpaid bonus from the prior year; the
executive's target bonus for the year of termination; and a payment equal to
twice the sum of the executive's annual salary rate and target bonus for the
year of termination (or three times, in the case of Joseph Kampf and S. Daniel
Johnson). These amounts will be paid in a lump-sum shortly after employment
terminates. In addition, under such circumstances, Anteon will contribute for
the executive's life insurance and medical benefits for up to 24 months (or 36
months, in the case of Joseph Kampf and S. Daniel Johnson). The executive is
required to deliver a release in favor of Anteon to receive any of the payments
described above.
The executive agreements provide that an executive may resign
for "Good Reason" upon the occurrence of any of the following events: (1) a
reduction in the executive's salary or target bonus from the prior year or from
amounts previously established for a given year; (2) a material diminution in
the executive's duties or responsibilities; (3) relocation of the executive to a
work location outside a 50-mile radius from the executive's current location;
(4) the insolvency of, or filing for bankruptcy by Anteon; (5) a material breach
by Anteon of the executive agreement; or (6) an attempt by Anteon to terminate
the executive for cause not in compliance with the terms of the executive
agreement. In addition, each executive agreement provides that an executive may
not resign for "Good Reason" unless he has first given notice to Anteon of the
reason for that resignation and Anteon has failed to reasonably cure the
situation within thirty days after receiving the executive's notice.
Each executive agreement also provides that for a one year
period following termination, the executive will not solicit Anteon's management
employees, independent contractors or customers. If an executive violates this
undertaking, Anteon may recover a portion of the compensation payments paid to
that executive. In addition, each executive agreement provides each executive
with a tax gross-up payment to eliminate, after all taxes have been paid, any
costs that he would otherwise have as a result of any excise taxes to which he
may be subject by reason of his receipt of any payment, under his employment
agreement or otherwise, that constitutes an excess parachute payment under
Section 280G of the Code. However, if the excess payments are $50,000 or less,
Anteon is not required to provide this gross-up and the excess payment will
simply be eliminated.
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The foregoing description of the form of the Amended and
Restated Executive Agreement is qualified in its entirety by reference to the
copy attached hereto as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
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10.1 Form of Amended and Restated Executive Agreement
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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: January 25, 2006
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