UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
April 22, 2005
Date of report (date of earliest event reported)
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DIGITAL FUSION, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 0-24073 13-3817344
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4940-A Corporate Drive, Huntsville, AL 35805
(Address of Principal Executive Offices)
(256) 837-2620
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing in 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2005 the Company entered into a consulting agreement (the
"Agreement") with Frank Libutti (the "Consultant") pursuant to which the Company
has retained Consultant to advise on issues relating to business development,
new business proposals and business opportunity evaluations. The following
summary is qualified in its entirety by reference to the text of the Agreement.
The Agreement is for a period of one year commencing on April 1, 2005,
unless terminated earlier pursuant to the terms of the Agreement. Under the
terms of Agreement, Consultant will receive compensation at the rate $200.000
for each hour of service performed. The Company shall not be obligated during
the term of the Agreement for consulting fees and expenses of more than $59,900.
Section 5 - Corporate Governance and Management
Item 5.02(d) Election of New Director
On April 22, 2005, the Board of Directors of the Company elected Jay M.
Garner, G. Stewart Hall and Frank Libutti to serve as Directors of the Company
until our 2005 Annual Meeting of Stockholders. Mr. Garner will serve as Chairman
of the Compensation Committee and member of the Audit Committee and Mr. Libutti
will serve as Vice Chairman of the Board and on the Nominating and Corporate
Governance Committee.
A press release was issued on April 26, 2005 announcing the election of
Messrs. Garner, Hall and Libutti. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Section 9 - Financial Statements Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1* Press release dated April 26, 2005, issued by Digital
Fusion, Inc.
* Filed herewith.
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.
Dated: April 26, 2005
DIGITAL FUSION, INC.
By: /s/ Roy E. Crippen, III
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Roy E. Crippen, III, Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1* Press release dated April 26, 2005, issued by Digital
Fusion, Inc.
*Filed herewith.