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) August 3, 2001
ANTEON INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
VIRGINIA 333-84835 54-1023915
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
(703) 246-0200
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(Registrants telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION/DISPOSITION OF ASSETS
ACQUISITION OF SIGCOM, INC. TRAINING DIVISION
Anteon Corporation has acquired the assets, contracts and personnel of the
Training Systems Division of SIGCOM, Inc., headquartered in Greensboro, North
Carolina, for a total purchase price of $10.4 million on July 20, 2001. Under
the terms of the sale, the total purchase price included a cash payment of $9.4
million to the seller at closing. In addition, $1.0 million was placed in an
escrow account to cover potential liabilities which may arise from matters
existing as of the acquisition date. Additionally, the Company acquired, as part
of the transaction, $3.4 million of accounts receivable. The Company also
assumed payment for accounts payable and accrued liabilities estimated at $1.1
million. Additional expenditures for the purchase included estimated closing
costs of approximately $200,000.
The Training Systems Division of SIGCOM, Inc. is a provider of
sophisticated simulation systems used by the most advanced military and
government organizations around the world including the U.S. Army, Navy Seals,
FBI, Swat Teams, British Special Forces and NATO Troops to help acclimate
members of the armed forces to combat conditions in urban areas.
SALE OF INTERACTIVE MEDIA CORPORATION
On July 20, 2001, the Company sold all of its stock in Interactive Media
Corporation ("IMC") for $13.5 million in cash. In addition, the Company has an
additional $.5 million earnout potential based on IMC's performance from the
date of closing through the end of calendar year 2001. IMC specializes in
providing training services to customers primarily in the commercial
marketplace. Prior to the sale, IMC transferred to Anteon the assets of the
government division of Interactive Media, which specializes in providing
training services to the government marketplace.
SALE OF CITE
On June 29, 2001, the Company sold its Center for Information Technology
Education ("CITE") business to a subsidiary of Pinnacle Software Solutions, Inc.
for a total purchase price of $100,000, of which $50,000 was paid on the date of
closing, with the remainder due in six equal, monthly payments of approximately
$8,300 beginning on August 1, 2001. CITE provides evening and weekend training
for individuals to attain certification in Oracle developer and Java.
CLOSURE OF CITI-SIUSS LLC
On June 22, 2001, the Company decided to cease operations of CITI-SIUSS
LLC (formerly known as Anteon-CITI LLC) (the "Venture"), a joint venture between
the Company and Criminal Investigative Technology, Inc., to develop, sell and
support law enforcement software solutions. The decision to close the business
was a result of unsuccessful efforts by the Venture in establishing a
self-supporting business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Pursuant to (a)(4) of Item 7 to Form 8-K, because it is impracticable
to provide the required financial statements for the acquired business at the
time the report on Form 8-K is filed, this information will be filed not later
than 45 days after the filing of this report on Form 8-K.
(b) Pursuant to (b)(2) of Item 7 to Form 8-K, because it is impracticable
to provide the required pro forma financial information relative to the acquired
and disposed businesses at the time the report on Form 8-K is filed, this
information will be filed not later than 45 days after the filing of this report
on Form 8-K.
(c) Exhibits.
EXHIBIT NO. DOCUMENT
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99.1 (a) Asset Purchase Agreement (SIGCOM)
99.2 (b) Stock Purchase Agreement (Interactive Media Corporation)
99.3 (c) Asset Purchase Agreement (CITE)
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 CORPORATION
Date: 8/3/01 By: /s/ Joseph M. Kampf
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Joseph M. Kampf
President and
Chief Executive Officer
Date: 8/3/01 By: /s/ Carlton B. Crenshaw
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Carlton B. Crenshaw
Sr. Vice President of Finance
and Administration and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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99.1 (a) Asset Purchase Agreement - SIGCOM, Inc.
99.2 (b) Stock Purchase Agreement - Interactive Media Corporation
99.3 (c) Asset Purchase Agreement - CITE