(Check One): UNITED STATES SEC FILE
|_| Form 10-K SECURITIES AND EXCHANGE COMMISSION NUMBER
|_| Form 20-F Washington, D.C. 20549 001-31258
|_| Form 11-K
|X| Form 10-Q FORM 12b-25 CUSIP
|_| Form N-SAR NUMBER
|_| Form N-CSR NOTIFICATION OF LATE FILING
For Period Ended: March 31, 2005
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Anteon International Corporation
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Full Name of Registrant
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Former Name if Applicable
3211 Jermantown Road, Suite 700
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Address of Principal Executive Office (Street and Number)
Fairfax, VA 22030
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City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
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Shortly before the filing deadline for the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 2005, the Registrant became aware of certain
generalized allegations made by an exiting employee relating to revenue accruals
during the third and fourth quarters of 2004 at one of the Registrant's business
units. In accordance with its internal procedures, Registrant immediately
notified Registrant's Audit Committee of these allegations. The Audit Committee
has engaged outside advisors to review matters related to these allegations.
Because these allegations were raised very shortly before the filing deadline
for the Registrant's Quarterly Report on Form 10-Q for the period ended March
31, 2005, the work related to these matters could not be completed. However,
based upon the inquiry to date, the Registrant has not identified information
that would result in a material change in the previously announced financial
results for the quarter and year ended December 31, 2004 and the quarter ended
March 31, 2005. Assuming there are no new developments on this matter and the
Audit Committee completes its review, the Registrant currently believes that the
Quarterly Report on Form 10-Q for the period ended March 31, 2005 will be filed
within the extension period provided by Rule 12b-25(b).
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PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Curtis L. Schehr,
Senior Vice President,
General Counsel & Secretary 703 246-0200
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). Yes |X| No |_|
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? Yes |_| No |X|
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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Anteon International Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 11, 2005 By: /s/ Curtis L. Schehr
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers : This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit reports within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(ss.232.13(b) of this chapter).