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
September 19, 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 September 19, 2005 the Company entered into an employment agreement
(the "Agreement") with former Under Secretary and Lt. General (Ret.) Frank
Libutti (the "Executive") pursuant to which the Company has retained the
Executive to serve as the Chief Executive Officer of the Company. The following
summary is qualified in its entirety by reference to the text of the Agreement.
The Executive's term of employment shall be for a period of two years
commencing on September 19, 2005, unless terminated earlier pursuant to the
terms of the Agreement. Under the terms of the Agreement, the Executive will
receive annual compensation of no less than $250,000 and participate in the
Company's Executive Incentive Plan. Subject to the terms and conditions of the
Executive Incentive Plan, the Company will grant to the Executive an option to
purchase 400,000 shares of the Company's common stock of which 134,000 shares
will vest immediately and the remainder will vest subject to certain
performance-based criteria structured by the Board of Directors. The exercise
price shall be determined on the effective date of the grant. The Company will
provide for the Executive's participation in the medical, dental, vision, life
and disability insurance programs maintained by the Company for its employees.
In addition, the Company shall reimburse the Executive up to $10,000 for
relocation expenses related to the Executive's personal residence move from
Washington, D.C. to Huntsville, Alabama.
The Agreement also provides for the payment by the Company to the
Executive severance payments equal to 18 months of the Executive's base salary
at the time of termination plus any accrued and unpaid incentive bonus upon a
voluntary termination of employment for "good reason," an involuntary
termination of employment without "good cause," or a voluntary termination of
employment following a reduction in the Executive's duties or title. Following
such a termination of employment, the Executive will receive (i) all benefits
that have vested under the terms of the Agreement, and (ii) health care coverage
continuation rights under COBRA. Upon, or up to one year after, a change of
control if the Executive's employment with the Company is terminated for any
reason other than his death, disability or legal incapacity, the Executive shall
be entitled to an amount up one-half of his annual base salary plus any other
accrued and upaid amounts. This change of control payment may be made in a lump
sum or in equal monthly installments at the election of the Executive.
In the event the Executive terminates his employment for other than "good
reason," or the Company terminates the Executive's employment for "cause," the
Executive shall not be entitled to receive any salary or other compensation or
other benefits for any period after such termination. However, following such a
termination of employment, the Executive will receive (i) all benefits that have
vested under the terms of the Agreement, and (ii) health care coverage
continuation rights under COBRA. The Agreement and all benefits provided under
the Agreement will terminate immediately upon the death of the Executive,
provided that the Executive's heirs and estate will receive all benefits that
have vested under any written term of plan, and the Executive's dependents will
receive health care coverage continuation rights under COBRA.
The Agreement contains restrictive covenants which prohibit the Executive
from (i) associating with a business that is competitive with any line of
business of the Company for which the Executive provided services during the
term of the Executive's employment, without the Company's consent and (ii)
soliciting the Company's agents and employees during the term of the Executive's
employment and for a period of one year following any termination of employment.
Section 5 - Corporate Governance and Management
Item 5.02(c) Appointment of Certain New Officers
Edward Rawlinson Promoted to Chief Operating Officer
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(1) On September 19, 2005, Edward Rawlinson was promoted to Chief Operating
Officer of the Company, effective October 1, 2005.
(2) Mr. Rawlinson joined the Company in September 2004 as the vice president
of engineering services. He has over 30 years experience in the Ballistic
Missile Defense industry specializing in the analysis, development and test of
missile systems, and holds Bachelor's and Master's degrees in Aerospace
Engineering from Auburn University. Prior to joining the Company, Mr. Rawlinson
was the group director for Advanced Technology at SYColeman, a subsidiary of L-3
Communications Corporation.
One September 21, 2005, Digital Fusion issued a press release announcing
Mr. Rawlinson's new position as Chief Operating Officer. The press release is
attached to this Form 8-K as Exhibit 99.1.
Lt. Gen. (Ret.) Frank Libutti Appointed Chief Executive Officer
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(1) As described in Item 1.01 above, Lt. Gen. Libutti was appointed as Chief
Executive Officer of the Company, effective September 19, 2005.
(2) Lt. Gen. Libutti has been serving as interim CEO since early September.
His previous experience includes more than 39 years of military and public
service. Prior to joining the Company, Lt. Gen. Libutti retired in 2005 as the
first Under Secretary for Information Analysis and Infrastructure Protection at
the newly created U.S. Department of Homeland Security. From 2002 to May 2003,
Lt. Gen. Libutti served as the New York Police Department's first Deputy
Commissioner of Counter-Terrorism. Prior to his service with the NYPD, he had a
long, distinguished and highly decorated career in the Marine Corps, retiring in
October 2001 at the rank of Lieutenant General.
At the time of his retirement, Lt. Gen. Libutti was the Commander of the U.S.
Marine Corps Forces Pacific; Commanding General, Fleet Marine Force, Pacific;
and Commander, U.S. Marine Corps Bases, Pacific, headquartered at Camp H.M.
Smith, Hawaii.
On September 22, 2005, the Company issued a press release announcing Lt.
Gen. Libutti as the Company's new Chief Executive Officer. The press release is
attached to this Form 8-K as Exhibit 99.2.
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 September 21, 2005, issued by
Digital Fusion, Inc.
99.2* Press release dated September 22, 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: September 23, 2005
DIGITAL FUSION, INC.
By: /s/ Elena I. Crosby
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Elena I. Crosby, Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1* Press release dated September 21, 2005, issued by Digital
Fusion, Inc.
99.2* Press release dated September 22, 2005, issued by Digital
Fusion, Inc.
*Filed herewith.