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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No.1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANTEON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3880755
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(State of incorporation or (I.R.S. Employer or
organization) Identification No.)
3211 Jermantown Road, Suite 700
Fairfax, Virginia 22030-2801
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
If this Form 8-A relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A.(c), please check the following box. [X]
If this Form 8-A relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is to become effective
General Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form
relates: 333-75884.
Securities to be registered pursuant to Section 12(g) of the Act: None.
Rights to Purchase
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Anteon International Corporation, a Delaware corporation (the
"COMPANY"), is amending the Registration Statement on Form 8-A relating to its
Preferred Stock Purchase Rights (the "PURCHASE RIGHTS") filed with the
Securities and Exchange Commission on March 4, 2002 (the "FORM 8-A").
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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Item 1 of the Form 8-A is hereby amended by adding the following:
On December 13, 2005, the Company entered into an Agreement and Plan
of Merger, dated December 13, 2005 (as the same may be amended from time to
time, the "MERGER AGREEMENT"), with General Dynamics Corporation ("GENERAL
DYNAMICS") and Avenger Acquisition Corporation, a wholly-owned subsidiary of
General Dynamics ("MERGER SUB"), pursuant to which Merger Sub will merge with
and into the Company and the Company will become a wholly-owned subsidiary of
General Dynamics. In connection therewith, the Company entered into Amendment
No. 1, dated as of December 13, 2005 (the "AMENDMENT") to the Rights
Agreement, dated as of March 15, 2002 (the "RIGHTS AGREEMENT"), between the
Company and American Stock Transfer & Trust Company, as rights agent.
Capitalized terms used and not otherwise defined herein have the meanings
ascribed to them in the Rights Agreement.
The Amendment amends the Rights Agreement so that neither General
Dynamics, Merger Sub nor any of their respective affiliates or associates
shall be deemed to be an Acquiring Person, no Section 11(a)(ii) Event, Section
13(a) Event, Separation Date, Shares Acquisition Date or Triggering Event
shall occur or be deemed to occur and no holder of any Rights shall be
entitled to exercise such Rights pursuant to any of Sections 3(a), 7(a), 11(a)
or 13 of the Rights Agreement by reason of the approval, execution, delivery,
public announcement or performance of the Merger Agreement or the consummation
of the transactions contemplated thereby. The Amendment further provides that
the Rights will expire immediately prior to the Effective Time (as defined in
the Merger Agreement).
The foregoing description of the Amendment is qualified in its
entirety by reference to the Amendment, which is filed as an exhibit hereto,
and is expressly incorporated herein by reference.
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Item 2. EXHIBITS.
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Item 2 is hereby amended by adding the following:
The following exhibits are filed as part of this Registration
Statement on Form 8-A/A:
EXHIBIT
NUMBER DESCRIPTION
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4.3* Amendment No. 1 to the Rights Agreement, dated as of December 13,
2005 by and between Anteon International Corporation and American
Stock Transfer & Trust Company, as rights agent (incorporated by
reference to Exhibit 10.2 to the Form 8-K filed by Anteon
International Corporation on December 14, 2005).
*Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ANTEON INTERNATIONAL CORPORATION
(Registrant)
Date: March 30, 2006 By: /s/ Curtis L. Schehr
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Name: Curtis L. Schehr
Title: Senior Vice President,
Secretary and General Counsel
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EXHIBIT
NUMBER DESCRIPTION
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4.3* Amendment No. 1 to the Rights Agreement, dated as of December 13,
2005 by and between Anteon International Corporation and American
Stock Transfer & Trust Company, as rights agent (incorporated by
reference to Exhibit 10.2 to the Form 8-K filed by Anteon
International Corporation on December 14, 2005).
*Filed herewith.