UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-K/A (Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO _____________
Commission File Number: 001-31258
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ANTEON INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3880755
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3211 Jermantown Road
Fairfax, VA 22030-2801
(Address of Principal Executive Offices)
(703) 246-0200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value per share
Name of each exchange on which registered: New York Stock Exchange (NYSE)
Securities registered pursuant to Section 12(g) of the Act:
None
-----------------------
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [x] No [ ]
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
Indicate by check mark whether the registrant (1) is an accelerated
filer (as defined in Rule 12b-2 of the Act).
Yes [x] No [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act)
Yes [ ] No [x]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of June 30, 2005 was $1,547,655,535 (based on the
closing price of $45.62 per share on June 30, 2005, as reported by the New
York Stock Exchange- Corporate Transactions). For this computation, the
registrant excluded the market value of all shares of its common stock
reported as beneficially owned by named executive officers and directors of
the registrant; such exclusion shall not be deemed to constitute an
admission that any such person is an "affiliate" of the registrant.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
There were 37,523,350 shares of common stock outstanding as of April 26,
2006.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Anteon
International Corporation ("we", "us" or the "Company") for the fiscal year
ended December 31, 2005 is being filed on Form 10-K/A solely to provide
information required under the following Items in Part III Management:
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountants Fees and Services.
Such information is provided herein in lieu of incorporating it by reference
to our proxy statement, if any, for the 2006 Annual Meeting of Stockholders.
Except as noted above, the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2005, remains as originally filed with the
Securities and Exchange Commission on March 17, 2006 (the "Original 10-K").
Certain capitalized terms used in this document have been defined in the
Original 10-K, which this filing amends.
PART III
MANAGEMENT
Item 10. Directors and Executive Officers of the Registrant
Our directors and executive officers as of April 26, 2006 are as follows:
Name Position Held
- ------ ----------------------------------
Frederick J. Iseman Chairman of the Board and Director
Gilbert F. Decker Director
Robert A. Ferris Director
Dr. Paul G. Kaminski Director
General Paul G. Kern, USA (ret.) Director
Steven M. Lefkowitz Director
Admiral Paul David Miller, USN (ret.) Director
Dr. William J. Perry Director
General Henry Hugh Shelton, USA (ret.) Director
Michael T. Smith Director
Joseph M. Kampf President, Chief Executive Officer and Director
S. Daniel Johnson Executive Vice President and Chief Operating Officer
Charles S. Ream Executive Vice President and Chief Financial Officer
Mark D. Heilman Executive Vice President, Corporate Development
Seymour L. Moskowitz Executive Vice President, Technology
Curtis L. Schehr Senior Vice President, General Counsel and Secretary
Vincent J. Kiernan Senior Vice President, Finance
BOARD OF DIRECTORS
Frederick J. Iseman
Frederick J. Iseman is 53 years old and has served as our Chairman of the
Board of Directors since April 1996. Mr. Iseman is currently Chairman and
Managing Partner of Caxton-Iseman Capital, Inc., which was founded by Mr. Iseman
in 1993. Prior to establishing Caxton-Iseman Capital, Inc., Mr. Iseman founded
Hambro-Iseman Capital Partners, a merchant banking firm. From 1988 to 1990, Mr.
Iseman was a member of the Hambro International Venture Fund. Mr. Iseman is
Chairman of Buffets, Inc., a director of Ply Gem Industries, Inc. and a member
of the Advisory Board of Duke Street Capital.
Joseph M. Kampf
Joseph M. Kampf is 61 years old and has served as our President and Chief
Executive Officer and a director since April 1996. From January 1994 to 1996,
Mr. Kampf was a Senior Partner of Avenac Corporation, a consulting firm
providing advice in change management, strategic planning, corporate finance and
mergers and acquisitions to middle market companies. From 1990 through 1993, Mr.
Kampf served as Executive Vice President of Vitro Corporation, a wholly owned
subsidiary of The Penn Central Corporation. Prior to his position as Executive
Vice President of Vitro Corporation, Mr. Kampf served as the Senior Vice
President of Vitro Corporation's parent company, Penn Central Federal Systems
Company and as Chief Liaison Officer for the group with The Penn Central
Corporation. Between 1982 and 1986, Mr. Kampf was Vice President of Adena
Corporation, an oil and gas exploration and development company. He is a life
member of the Navy League and is also active in the Surface Navy Association,
Naval Submarine League and National Defense Industrial Association and served as
Chairman of the Professional Services Council during 2003 and 2004. He is also a
director of the Wolf Trap Foundation for the Performing Arts. He was a Director
of the Armed Forces Communications and Electronics Association and served on the
Board of Directors of Atlantic Aerospace and Electronics Corporation.
Gilbert F. Decker
Gilbert F. Decker is 68 years old and has served as a director since June
1997. Mr. Decker currently serves as a private consultant to the technology
industry. From April 1999 until August 2001, Mr. Decker served as Executive Vice
President at Walt Disney Imagineering, Inc. From April 1994 to May 1997, Mr.
Decker served as the Assistant Secretary of the U.S. Army for Research,
Development and Acquisition. As Assistant Secretary, Mr. Decker led the Army's
acquisition and procurement reform efforts, with an emphasis on eliminating
excessive government requirements throughout the acquisition process. He also
served as the Army Acquisition Executive, the Senior Procurement Executive, the
Science Advisor to the Secretary and the Senior Research and Development
official for the Army. From 1983 to 1989, Mr. Decker was on the Army Science
Board and served as Chairman from March 1987 until the end of his appointment.
In the private sector, Mr. Decker has served as President and Chief Executive
Officer of three technology companies, including Penn Central Federal Systems
Company, and Mr. Decker is currently a director of Alliant Techsystems, Inc. and
Allied Defense Group, Inc.
Robert A. Ferris
Robert A. Ferris is 63 years old and has served as a director since April
1996. Mr. Ferris is a Managing Director of Caxton-Iseman Capital, Inc., a
private investment firm, and has been employed by Caxton-Iseman Capital, Inc.
since March 1998. From 1981 to February 1998, Mr. Ferris was a General Partner
of Sequoia Associates (a private investment firm headquartered in Menlo Park,
California). Prior to founding Sequoia Associates, Mr. Ferris was a Vice
President of Arcata Corporation, a New York Stock Exchange-listed company. Mr.
Ferris is currently a director of Buffets, Inc. and Ply Gem Industries, Inc.
Dr. Paul G. Kaminski
Dr. Paul Kaminski is 63 years old and has served as a director since June
1997. Dr. Kaminski has served as Chairman and Chief Executive Officer of
Technovation, Inc. since 1997 and as a Senior Partner of Global Technology
Partners since 1998. From 1994 to May 1997, Dr. Kaminski served as the Under
Secretary of Defense for Acquisition and Technology. In this position, Dr.
Kaminski was responsible for all matters relating to Department of Defense
acquisition, including research and development, procurement, acquisition
reform, dual-use technology and the defense technology and industrial base.
Prior to 1994, he served as chairman of a technology oriented investment banking
and consulting firm. Dr. Kaminski also served as Chairman of the Defense Science
Board and as a consultant and advisor to many government agencies. Dr. Kaminski
is a trustee of the Rand Corporation and currently serves as a director of
General Dynamics Corporation.
General Paul J. Kern, USA (ret.)
General Paul J. Kern, USA (ret.) is 60 years old and has served as a
director since February 2005. He is currently a Senior Counselor of The Cohen
Group, a global strategic consulting firm. In November 2004, General Kern
stepped down as the Commanding General of the Army Materiel Command, a worldwide
organization responsible for research, production, and supply distribution for
U.S. forces and their allies. General Kern is a highly decorated combat veteran
and has led three combat operations, including two combat tours in Vietnam as a
commander with the 11th Armored Cavalry and a third as commander of the 2nd
Brigade, 24th Infantry Division during Desert Shield/Desert Storm and as
commander, 4th Infantry Division (Mechanized). General Kern has also served as
advisor to the Chief of Staff of the Army on all acquisition, logistics, and
technology matters and served as personal advisor to the Secretary of Defense.
He has received recognition as a key leader in the Transformation of the Army.
In June 2004, General Kern was selected by Secretary of Defense Donald Rumsfeld
and the Army to lead the internal investigation into abuses at the Abu Ghraib
prison in Iraq. General Kern currently serves as a director of EDO Corporation.
Steven M. Lefkowitz
Steven M. Lefkowitz is 41 years old and has served as a director since
April 1996. Mr. Lefkowitz is a Managing Director of Caxton-Iseman Capital, Inc.
and has been employed by Caxton-Iseman Capital, Inc. since 1993. From 1988 to
1993, Mr. Lefkowitz was employed by Mancuso & Company (a private investment
firm) and served in several positions including vice president and as a partner
of Mancuso Equity Partners. Mr. Lefkowitz is a director of Buffets, Inc. and Ply
Gem Industries, Inc.
Admiral Paul David Miller, USN (ret.)
Admiral Paul David Miller, USN (ret.) is 64 years old and has served as a
director since November 2004. On April 1, 2005, he retired as Chairman of the
Board of Directors of Alliant Techsystems, Inc., an advanced weapon and space
systems company, a position he had held since March 2004. Admiral Miller joined
Alliant Techsystems, Inc. as Chairman and Chief Executive Officer in January
1999 and retired as CEO in March 2004. From November 1994 to January 1999, he
was with Litton Industries, Inc. where he served as President of Litton Marine
Systems (formerly, Sperry Marine, Inc.) and as Vice President of Litton
Industries. Prior to his retirement from the U.S. Navy following a 30-year
career, Admiral Miller was Commander-in-Chief, U.S. Atlantic Command, one of
five U.S. theater commands and served concurrently as NATO Supreme Allied
Commander-Atlantic. Admiral Miller is also a director of Donaldson Company, Inc.
and Teledyne Technologies, Inc.
Dr. William J. Perry
Dr. William J. Perry is 78 years old and has served as a director since
February 2002. He is currently the Michael and Barbara Berberian Professor at
Stanford University with a joint appointment in the School of Engineering and
the Institute for International Studies and Co-director of the Preventive
Defense Project. In a prior term at Stanford (1988-1993), Dr. Perry was
Co-director of the Center for International Security and Arms Control. Dr. Perry
was the 19th Secretary of Defense for the United States, serving from February
1994 to January 1997. He previously served as Deputy Secretary of Defense
(1993-1994) and as Under Secretary of Defense for Research and Engineering
(1977-1981). In the private sector, Dr. Perry has founded and led two technology
firms and serves on the board of directors of several high technology companies.
He currently serves as Chairman of Global Technology Partners. Dr. Perry has
received numerous awards, including the Presidential Medal of Freedom.
General Henry Hugh Shelton, USA (ret.)
General Hugh Shelton, USA (ret.), is 64 years old and has served as a
director since February 2002. He retired as President, International Operations,
for M.I.C. Industries in 2005. From October 1997 until October 2001, General
Shelton served as the 14th Chairman of the Joint Chiefs of Staff. In that
capacity, he was the nation's principal military advisor to Presidents Clinton
and Bush, the Secretary of Defense and the National Security Council. He is the
recipient of numerous awards and decorations. In 2001, he was knighted by Queen
Elizabeth and in 2002 was awarded the Congressional Gold Medal. General Shelton
is also a director of Anheuser-Busch Companies, Inc., Red Hat, Inc. and
Professional Projects Services, Inc.
Michael T. Smith
Michael T. Smith is 62 years old and has served as a director since March
2005. Mr. Smith is Chairman Emeritus of Hughes Electronics Corporation. From
October 1997 to May 2001, he was Chairman and Chief Executive Officer of Hughes
Electronics Corporation. He also served as Vice Chairman of Hughes Electronics
Corporation from 1992 to October 1997. Mr. Smith joined Hughes in 1985, as
Senior Vice President and Chief Financial Officer, after spending nearly 20
years with General Motors in a variety of financial management positions. Mr.
Smith is also a director of Alliant Techsystems, Inc., FLIR Systems, Inc.,
Ingram Micro, Inc., and Teledyne Technologies, Inc.
EXECUTIVE OFFICERS
S. Daniel Johnson
S. Daniel Johnson is 58 years old and currently serves as our Executive
Vice President and Chief Operating Officer. He has been with the Company since
August 2003. Prior to joining us, Mr. Johnson served as the Executive Vice
President responsible for BearingPoint's Public Services business unit. Between
1997, when he assumed leadership of that business unit, and 2002, Mr. Johnson
grew the unit's annual revenue from $200 million to an annualized revenue run
rate of more than $1 billion. He joined BearingPoint, formerly KPMG Consulting,
in 1975 and served in positions of increasing responsibility in several business
areas, including e-Government Internet integration, enterprise resource planning
and systems integration.
Charles S. Ream
Charles S. Ream is 62 years old and currently serves as our Executive Vice
President and Chief Financial Officer. He has been with the Company since April
2003. From October 2000 to December 2001, he served as Senior Vice President and
Chief Financial Officer of Newport News Shipbuilding, Inc., a $2.2 billion
publicly-held company, with over 18,000 employees, where he was responsible for
all of the financial functions including corporate strategy, mergers and
acquisitions, and investor relations. From January 1998 to September 2000, Mr.
Ream served as Senior Vice President, Finance of Raytheon Systems Company. From
January 1994 to December 1997, he served as Chief Financial Officer of Hughes
Aircraft Company. Prior to joining Hughes, Mr. Ream was a Partner with Deloitte
& Touche.
Mark D. Heilman
Mark D. Heilman is 57 years old and currently serves as our Executive Vice
President for Corporate Development. He has been with the Company since October
1998. From 1991 to September 1998, Mr. Heilman was a partner and principal of
CSP Associates, Inc., where he specialized in strategic planning and mergers and
acquisition support for the aerospace, defense and information technology
sectors. From 1987 to 1991, Mr. Heilman was Vice President and an Executive
Director of Ford Aerospace and Communications Corporation.
Seymour L. Moskowitz
Seymour L. Moskowitz is 75 years old and currently serves as our Executive
Vice President, Technology. He has been with the Company since March 1997. Mr.
Moskowitz served as a consultant to us from April 1996 to March 1997. Prior to
joining us, Mr. Moskowitz served as an independent management consultant from
1994 to April 1996. From 1985 to 1994, Mr. Moskowitz served as Senior Vice
President of Technology at Vitro Corporation, where he was responsible for the
development and acquisition of technologies and management of research and
development personnel and laboratory resources. Before working for the Vitro
Corporation, Mr. Moskowitz served as Director of Research and Development for
Curtiss-Wright Corporation. Mr. Moskowitz has been awarded seven patents,
authored and co-authored over 50 articles, and published in ASME Transactions,
ASME Journals of Energy, Power and Aircraft, SAE Journal and various conference
proceedings. He formerly served on the Board of Directors of the Software
Productivity Consortium and is currently a member of the steering committee of
the Fraunhofer Center (MD) for Software Engineering.
Curtis L. Schehr
Curtis L. Schehr is 47 years old and currently serves as our Senior Vice
President, General Counsel and Secretary. He has been with the Company since
October 1996. From 1991 to 1996, Mr. Schehr served as Associate General Counsel
at Vitro Corporation. During 1990, Mr. Schehr served as Legal Counsel at
Information Systems and Networks Corporation. Prior to 1990, Mr. Schehr served
for six years in several legal and contract oriented positions at Westinghouse
Electric Corporation (Defense Group).
Vincent J. Kiernan
Vincent J. Kiernan is 47 years old and currently serves as our Senior Vice
President, Finance. He has been with the Company since September 1998. From July
1995 to September 1998, he served as a Managing Director at KPMG LLP, where he
provided cost and pricing control reviews, claims analysis, accounting/contracts
management and general consulting services to a wide array of clients including
both government contractors and commercial enterprises. From 1989 to 1995, Mr.
Kiernan was a Director for Coopers & Lybrand. From 1985 to 1989, he was a
consultant with Peterson & Co. Consulting.
BOARD COMMITTEES
The Board has an audit committee, compensation committee, executive
committee, executive compensation committee, nominating and corporate governance
committee and a strategy committee.
Audit Committee. The Audit Committee is composed of Messrs. Decker, Smith,
Lefkowitz and Admiral Miller and the Board of Directors has determined that each
member of the Audit Committee is independent and financially literate under the
listing standards of the New York Stock Exchange and within the meaning of the
Securities and Exchange Commission ("SEC") regulations applicable to the
Company. The Board has also determined that Mr. Smith qualifies as an "Audit
Committee Financial Expert", within the meaning of the applicable SEC
regulations. As more fully described in the written charter of the Audit
Committee, the Audit Committee oversees actions taken by our independent
auditors and reviews our internal controls and procedures.
Compensation Committee. The Compensation Committee is composed of Messrs.
Ferris and Lefkowitz, Dr. Kaminski and General Shelton and the Board of
Directors has determined that each member of the Compensation Committee is
independent under the listing standards of the New York Stock Exchange. As more
fully described in the written charter of the Compensation Committee, the
Compensation Committee reviews and approves the compensation of our officers and
management personnel and administers certain employee benefit plans and the
Amended and Restated Anteon International Corporation Omnibus Stock Plan.
Executive Committee. The Executive Committee is composed of Messrs. Iseman,
Lefkowitz, Ferris and Kampf. The Executive Committee exercises the authority of
our board in the interval between meetings of the board.
Executive Compensation Committee. The Executive Compensation Committee is
composed of Dr. Kaminski and General Shelton. The Executive Compensation
Committee administers the Amended and Restated Anteon International Corporation
Omnibus Stock Plan and other executive plans for awards or grants to our named
executive officers and persons subject to Section 16 of the Securities Exchange
Act of 1934 ("Exchange Act").
Nominating and Corporate Governance Committee. The Nominating and Corporate
Governance Committee is composed of Messrs. Lefkowitz and Ferris and Generals
Shelton and Kern and the Board has determined that each member of the Nominating
and Corporate Governance Committee is independent under the listing standards of
the New York Stock Exchange. As more fully described in the written charter of
the Nominating and Corporate Governance Committee, the Nominating and Corporate
Governance Committee nominates candidates for election to our board and develops
and recommends to the Board of Directors corporate governance guidelines
applicable to the Company. The Nominating and Corporate Governance Committee
makes no recommendations with respect to Caxton-Iseman Nominees.
Strategy Committee. The Strategy Committee is composed of Drs. Perry and
Kaminski, Generals Shelton and Kern, Admiral Miller and Mr. Decker. The Strategy
Committee reviews the Company's strategy for market positioning and examines and
advises the Company on emerging government requirements where the Company's
diverse skill and program strengths can be leveraged.
DIRECTOR INDEPENDENCE
Our Board reviews each Director's independence annually in accordance with
the standards set forth in our Corporate Governance Guidelines and the
requirements of the New York Stock Exchange (the "NYSE"). No member of our Board
will be considered independent unless the Board determines that:
o The Director has no material relationship with us that would affect the
director's independence; and o The Director satisfies the independence
requirements of all applicable laws, rules and regulations.
Furthermore, under the regulations of the NYSE, a director is not
independent if:
o The director is, or has been within the last three years, an
employee of the Company, or an immediate family member is, or has
been within the last three years, an executive officer, of the
Company.
o The director has received, or has an immediate family member who
has received, during any twelve-month period within the last
three years, more than $100,000 in direct compensation from the
Company, other than director and committee fees and pension or
other forms of deferred compensation for prior service (provided
such compensation is not contingent in any way on continued
service).
o He or she has any of the following relationships with any Company
auditor:
o the director or an immediate family member is a current partner
of a firm that is the Company's internal or external auditor;
o the director is a current employee of such a firm;
o the director has an immediate family member who is a current
employee of such a firm and who participates in the firm's audit,
assurance or tax compliance (but not tax planning) practice; or
o the director or an immediate family member was within the last
three years (but is no longer) a partner or employee of such a
firm and personally worked on the Company's audit within that
time.
o The director or an immediate family member is, or has been within
the last three years, employed as an executive officer of another
company where any of the Company's present executive officers at
the same time serves or served on that company's compensation
committee.
o The director is a current employee, or an immediate family member
is a current executive officer, of a company that has made
payments to, or received payments from, the Company for property
or services in an amount which, in any of the last three fiscal
years, exceeds the greater of $1 million, or 2% of such other
company's consolidated gross revenues.
Our Board reviewed Director independence based on an application of the
foregoing standards and has determined that each of the following Directors is
an "independent director" in accordance with the corporate governance rules of
the NYSE: Frederick J. Iseman, Mr. Gilbert F. Decker, Admiral Paul David Miller,
USN (ret.), Michael T. Smith, Robert A. Ferris, Dr. William J. Perry, General
Henry Hugh Shelton, USA (ret.), Dr. Paul G. Kaminski, Steven M. Lefkowitz and
General Paul J. Kern, USA (ret.).
EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS
To promote open discussion among the non-management directors, and in
accordance with NYSE corporate governance requirements, the Board meets at least
quarterly in executive sessions without any members of the Company's management,
whether or not they are directors, who may otherwise be present. The Chairman of
the Nominating & Corporate Governance Committee served as the initial presiding
director at all executive sessions of non-management directors for approximately
one year ending in February 2005. The role of presiding director then rotates
among the other non-management directors on an annual basis in order of
seniority, and in the event seniority is not a determinative factor, then
alphabetically. The current presiding director is Mr. Decker.
HOW TO CONTACT THE NON-MANAGEMENT DIRECTORS
The Board of Directors provides a process by which interested parties may
communicate with the non-management directors as a group or with the full Board.
Those wishing to raise a question or concern should send such communication in
an envelope marked "confidential" to Board of Directors of Anteon International
Corporation c/o Corporate Secretary, 3211 Jermantown Road, Suite 700, Fairfax,
Virginia 22030.
Any such communication must state the number of shares beneficially owned
by the person making the communication and should identify the person or persons
on the Board to whom the communication is directed. The Corporate Secretary will
forward such communication to the member(s) of the Board as appropriate
depending on the facts and circumstances outlined in the communication or as
otherwise required by applicable rules, statutes or regulations.
ADDITIONAL CORPORATE GOVERNANCE INFORMATION
The Company has adopted a Code of Business Ethics and Conduct, which
applies to all employees, officers and directors. In addition to the Code of
Business Ethics and Conduct, the Company's Chief Executive Officer and senior
financial officers are subject to the Code of Ethics for Principal Executive and
Senior Financial Officers. The Company's policy is to post on its website at
www.anteon.com on the Corporate Governance page any waivers or implied waivers
(as such terms are defined in the instructions to Item 5.05 of Form 8-K of the
Exchange Act) and any amendments to any code of ethics that apply to any of our
directors or executive officers. To date, there have been no waivers or implied
waivers to any code of ethics that apply to any of our directors or executive
officers.
The Corporate Governance page on the Company's website includes key
information about the Company's corporate governance initiatives and documents
including, the written charters of the Audit, Compensation and Nominating and
Corporate Governance Committees; the Company's By-Laws and Certificate of
Incorporation; a list of the Committees of the Board and their members; the
Company's Corporate Governance Guidelines; the Company's Code of Business Ethics
and Conduct; and the Company's Code of Ethics for Principal Executive and Senior
Financial Officers.
Our Chief Executive Officer has certified to the New York Stock Exchange
that he is not aware of any violations by the company of NYSE corporate
governance listing standards. We have included as exhibits to this Annual Report
on Form 10-K certificates of our Chief Executive Officer and Chief Financial
Officer certifying the quality of our public disclosure.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely on our review of copies of reports filed with the SEC, we
believe that all reports on Form 3, Form 4, and Form 5 required to be filed were
so filed on a timely basis except for a Form 4 each on behalf of Messrs. Decker,
Shelton, Kaminski, Schehr, Perry and Tisch and a Form 4 each on behalf of
Messrs. Iseman, Lefkowitz and Ferris, which were filed one and two days late
respectively, due to administrative error.
Item 11. Executive Compensation
The following table sets forth information on the compensation awarded to,
earned by or paid to our Chief Executive Officer, Joseph M. Kampf and our four
other most highly compensated executive officers whose individual compensation
exceeded $100,000 during the twelve months ended December 31, 2005 for services
rendered in all capacities to us.
- ------------------------------------------ ------------------------------------ ----------------------------------
Long-Term
---------------------------------
Annual Compensation Compensation Awards
Number of
- ----------------------------------------- Shares
Other Annual Underlying
Name and Principal Position Year Salary Bonus Compensation(1) Stock Options
- ------------------------------------
Joseph M. Kampf 2005 $ 665,385 $ 549,375 -- --
President and Chief Executive Officer 2004 643,570 450,000 -- --
2003 575,023 400,000 -- --
S. Daniel Johnson 2005 405,288 216,000 -- --
Executive Vice President and 2004 383,654 76,563 -- 25,000
Chief Operating Officer 2003 123,846 50,000 -- 125,000
Charles S. Ream 2005 286,938 171,500 -- --
Executive Vice President and 2004 284,308 105,875 -- --
Chief Financial Officer 2003 179,490 50,000 -- 100,000
Mark D. Heilman 2005 259,445 147,000 -- --
Executive Vice President, 2004 256,226 136,500 -- --
Corporate Development 2003 235,146 120,000 -- --
Seymour L. Moskowitz 2005 259,445 147,000 -- --
Executive Vice President, Technology 2004 256,226 136,500 -- --
2003 235,146 220,000 -- 75,000
- ------------------------------------------ ----------- ----------- ------------ ---------------- -----------------
- ------------------------------------------------------------------------------------------------------------------
(1) No named executive officer received Other Annual Compensation in an amount
in excess of the lesser of either $50,000 or 10% of the total of salary and
bonus reported for him in the two preceding columns.
DEFERRED COMPENSATION
Under the Anteon International Corporation Supplemental Retirement Savings
Plan (the "Plan") certain eligible employees and directors may defer receipt of
all or a portion of their annual cash compensation. The assets of the Plan are
held in a trust to which contributions are made by the Company based on amounts
elected to be deferred by the Plan participants. A Plan participant may elect to
receive the compensation deferred in either a lump sum or in annual installments
over a period of up to ten years. The Plan is treated as unfunded for tax
purposes and its assets are subject to the general claims of the Company's
creditors. In order to provide for an accumulation of assets comparable to the
contractual liabilities accruing under the Plan, the Company may direct the
trustee of the Plan to invest the assets to correspond to the hypothetical
investment choices made by the Plan participants.
The Company records both the assets and obligations related to amounts
deferred under the Plan. Each reporting period, the assets, which have been
classified as trading securities, and obligations, are adjusted to fair market
value, with gains (losses) on the assets included in other income (expense) and
corresponding adjustments to the obligations recorded as compensation expense.
As of December 31, 2005, the deferred compensation obligation was approximately
$2,009,423. For the year ended December 31, 2005, the adjustments to fair market
value were not significant.
OPTION GRANTS IN 2005
There were no stock options granted in 2005 to our named executive
officers.
AGGREGATED OPTION EXERCISES IN 2005 AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information with respect to options
held at the end of fiscal year 2005 by each of our named executive officers:
- ------------------------------ ------------------------------------------------------------------------------
Individual Grants
Number of Shares
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquire Value Exercisable/ December 31, 2005
Name Exercise(s) Realized Unexercisable Exercisable/Unexercisable(1)
-------------- ----------- ------------------ -------------------------------
Joseph M. Kampf 210,320 $ 7,843,549 234,000/80,000 $10,198,080/$2,908,000
S. Daniel Johnson 44,100 605,064 10,900/95,000 $250,773/$2,158,050
Charles S. Ream 40,000 762,900 0/60,000 $0/$1,822,200
Mark D. Heilman 85,023 2,828,910 22,443/32,000 $1,019,843/$1,163,200
Seymour L. Moskowitz 146,503 4,565,770 41,599/32,000 $1,961,012/ $1,163,200
- ------------------------------ ----------- -------------- ----------------------- -------------------------------
- -----------------------------------------------------------------------------------------------------------------
(1) Based on the difference between the closing price of our common stock on
December 31, 2005, as reported by the New York Stock Exchange- Corporate
Transactions and the option exercise price. The above valuations may not
reflect the actual value of unexercised options, as the value of
unexercised options fluctuates with market activity.
COMPENSATION OF DIRECTORS
From January 1, 2005 through June 30, 2005, our directors who are not
employees or Caxton-Iseman Stockholders earned the following annual
compensation: $6,250 for each fiscal quarter; $1,500 for each board meeting
attended; $2,000 annually for serving as chairperson of a committee; and $750
for each committee meeting attended.
Effective July 1, 2005, the compensation of our directors changed. From
July 1, 2005 through December 31, 2005, our directors who are not employees
earned $8,750 for each fiscal quarter; $5,000 for each fiscal quarter for
serving as chairperson of the audit committee; $3,750 for each fiscal quarter
for serving as chairperson of the compensation, nominating and corporate
governance, or strategy committees; and $2,500 for each fiscal quarter for
non-chairperson directors serving on a committee. Each of our directors is also
reimbursed for expenses incurred in connection with serving as a member of our
board.
Anteon Restricted Stock Awards
Pursuant to the Amended and Restated Anteon International Corporation
Omnibus Stock Plan, certain members of our board of directors who are not also
employees of Anteon were each granted 1,000 restricted shares of Anteon common
stock on August 11, 2005. Awards granted to non-employee Directors who serve on
the Executive Compensation Committee were made by the Board of Directors
(excluding Directors serving on the Executive Compensation Committee). Each
award will vest as follows: 50% of the shares covered by the award will vest on
May 25, 2006 and the remaining 50% of the shares covered by the award will vest
on May 25, 2007, provided the Director is in service with the Company as a
director on each such date. Notwithstanding the foregoing, the award will fully
vest upon the following events: (i) a change in control (as defined in the
Plan), (ii) death or (iii) disability (as defined in the agreement), each while
serving as a director of the Company.
EXECUTIVE AGREEMENTS
Certain of our executive officers and key members of management, (referred
to in this proxy statement as the "executives") have entered into amended and
restated executive agreements with Anteon. Each executive agreement provides
that if, during the two year period following a change of control event (as
defined in the executive agreements), the executive's employment is terminated
by Anteon without "Cause" or by the executive for "Good Reason," he will be
entitled to the following severance benefits: all accrued but unpaid salary
through the date of termination plus any earned but unpaid bonus from the prior
year; the executive's target bonus for the year of termination; and a payment
equal to twice the sum of the executive's annual salary rate and target bonus
for the year of termination (or three times, in the case of Joseph Kampf and S.
Daniel Johnson). These amounts will be paid in a lump-sum shortly after
employment terminates. In addition, under such circumstances, Anteon will
contribute for the executive's life insurance and medical benefits for up to 24
months (or 36 months, in the case of Joseph Kampf and S. Daniel Johnson). The
executive is required to deliver a release in favor of Anteon to receive any of
the payments described above.
The executive agreements provide that an executive may resign for "Good
Reason" upon the occurrence of any of the following events: (1) a reduction in
the executive's salary or target bonus from the prior year or from amounts
previously established for a given year; (2) a material diminution in the
executive's duties or responsibilities; (3) relocation of the executive to a
work location outside a 50-mile radius from the executive's current location;
(4) the insolvency of, or filing for bankruptcy by Anteon; (5) a material breach
by Anteon of the executive agreement; or (6) an attempt by Anteon to terminate
the executive for cause not in compliance with the terms of the executive
agreement. In addition, each executive agreement provides that an executive may
not resign for "Good Reason" unless he has first given notice to Anteon of the
reason for the resignation and Anteon has failed to reasonably cure the
situation within thirty days after receiving the executive's notice.
Each executive agreement also provides that for a one year period following
termination, the executive will not solicit Anteon's management employees,
independent contractors or customers. If an executive violates this undertaking,
Anteon may recover a portion of the compensation payments paid to that executive
and may cease providing life and medical benefits. In addition, each executive
agreement provides each executive with a tax gross-up payment to eliminate,
after all taxes have been paid, any costs that he would otherwise have as a
result of any excise taxes to which he may be subject by reason of his receipt
of any payment, under his executive agreement or otherwise, that constitutes an
excess parachute payment under Section 280G of the Code. However, if the excess
payments are $50,000 or less, Anteon is not required to provide this gross-up
and the excess payment will simply be eliminated.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The merger agreement with General Dynamics provides for indemnification and
insurance arrangements for Anteon's current and former directors and officers
that will continue for six years following the effective time of the merger. The
merger agreement provides that from and after the effective time of the merger,
General Dynamics will, and will cause Anteon as the surviving company in the
merger to, fulfill and honor in all respects, the obligations of Anteon pursuant
to any indemnification, exculpation or advancement of expenses provisions in
favor of the current or former directors, officers, employees or agents of
Anteon or any of its subsidiaries, or certain other parties, under the
constitutional documents of Anteon or its subsidiaries or any agreement between
these indemnified persons and Anteon or its subsidiaries in effect as of the
date of the merger agreement. The merger agreement also provides that for a
period of six years following the effective time of the merger the certificate
of incorporation and by-laws of Anteon as the surviving company will contain
provisions with respect to indemnification, exculpation and advancement of
expenses that are at least as favorable to the beneficiaries of these provisions
as those contained in Anteon's certificate of incorporation and by-laws in
effect on the date of the merger agreement.
The merger agreement also provides that for a period of six years after the
effective time of the merger General Dynamics will cause to be maintained
directors and officers liability insurance and fiduciary liability insurance
arrangements substantially equivalent in scope and amount of coverage (and on
terms and conditions no less advantageous to the insureds) to the policies
maintained by Anteon as of the date of the merger agreement with respect to
claims arising from or relating to actions or omissions, or alleged actions or
omissions, occurring on or prior to the effective time of the merger. The merger
agreement provides that General Dynamics will not be required to make total
annual premium payments with respect to these insurance arrangements to the
extent the premiums exceed 200% of the last annual premium paid by Anteon prior
to the date of the merger agreement. If the annual premium costs necessary to
maintain this insurance coverage exceed 200% of the last annual premium paid by
Anteon, General Dynamics will maintain as much comparable directors and officers
liability insurance and fiduciary liability insurance as is reasonably
obtainable for an annual premium not exceeding 200% of the last annual premium
paid by Anteon.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No members of the Compensation Committee are officers or employees of the
Company. No interlocking relationships exist between the Board of Directors or
Compensation Committee and the Board of Directors or compensation committee of
any other company, nor has any interlocking relationship existed in the past.
See "Certain Relationships and Related Transactions" above for details of
certain transactions involving members of our Compensation Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of April 26, 2006, there were 37,523,350 shares of common stock issued
and outstanding. The following table sets forth, as of April 26, 2006,
information with respect to the beneficial ownership of Anteon common stock by:
o each of the current directors and named executive officers of
Anteon;
o each person who is known to be the beneficial owner of more than
5% of the outstanding shares of common stock of Anteon; and
o all directors and executive officers of Anteon as a group.
The amounts and percentages of Anteon common stock beneficially owned are
reported on the basis of regulations of the SEC governing the determination of
beneficial ownership of securities. Under these rules, a person is deemed to be
a beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or to direct the voting of such security, or
investment power, which includes the power to dispose of or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which that person has a right to acquire beneficial
ownership within 60 days. Under these rules, more than one person may be deemed
to be a beneficial owner of the same securities.
Unless otherwise noted below, the address of each beneficial owner listed
on the table below is c/o Anteon International Corporation, 3211 Jermantown
Road, Fairfax, Virginia 22030-2801.
- -----------------------------------------------------------------------------------------------------------------------
Shares(1)
----------------------------
- --------------------------------------------------------------------------------
Name of Beneficial Owner Shares %
- -------------------------------------------------------------------------------- ----------- ---------
Azimuth Technologies, L.P. (2)(3)............................................... 1,924,538 5.1
Azimuth Tech. II LLC (2)(3)..................................................... 687,823 1.8
Georgica (Azimuth Technologies), Inc. (2)(3).................................... 2,342,041 6.2
Georgica (Azimuth Technologies), L.P. (2)(3).................................... 2,341,592 6.2
Frederick J. Iseman (2)(3)...................................................... 2,343,490 6.2
FMR Corp. (4)................................................................... 3,164,700 8.3
Neuberger Berman, Inc. (5)...................................................... 2,704,438 7.1
Gilbert F. Decker (6)........................................................... 31,030 *
Dr. Paul Kaminski (7)........................................................... 37,046 *
Joseph M. Kampf (8)............................................................. 781,513 2.1
Charles S. Ream (9)............................................................. 23,335 *
S. Daniel Johnson (10).......................................................... 12,453 *
Seymour L. Moskowitz (11)....................................................... 151,451 *
Mark D. Heilman (12)............................................................ 123,653 *
Robert A. Ferris (13)........................................................... 200,330 *
Steven M. Lefkowitz (14)........................................................ 70,439 *
William J. Perry (15)........................................................... 14,000 *
General Henry Hugh Shelton, USA (ret.) (16)..................................... 14,000 *
Admiral Paul David Miller, USN (ret.) (17)...................................... 3,000 *
General Paul J. Kern, USA (ret.) (17)........................................... 3,000 *
Michael T. Smith (17)........................................................... 3,000 *
All Directors and Executive Officers as a Group (18)............................ 3,737,250 9.9
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------
* Less than 1%.
(1) Determined in accordance with Rule 13d-3 under the Exchange Act.
(2) By virtue of Frederick J. Iseman's indirect control of Azimuth
Technologies, L.P., Azimuth Tech. II LLC, Georgica (Azimuth Technologies),
L.P. and Georgica (Azimuth Technologies), Inc., which are the investment
partnerships organized by Caxton-Iseman Capital, he is deemed to
beneficially own the 2,071,272 shares held by these entities. Mr. Iseman
has (i) sole voting and dispositive power over 2,072,721 shares of our
common stock, and (ii) shared voting and dispositive power over the 270,769
shares of our common stock held in the aggregate by Mr. Ferris, the Ferris
Family 1987 Trust, Mr. Lefkowitz and SML Family Investors LLC and may be
deemed to be the beneficial owner thereof. Mr. Iseman's address is c/o
Caxton-Iseman Capital, Inc., 500 Park Avenue, New York, New York 10022.
(3) Includes 1,000, 199,330, 59,746 and 10,693 shares held by Mr. Ferris, the
Ferris Family 1987 Trust, Mr. Lefkowitz and SML Family Investors LLC,
respectively. Mr. Ferris, the Ferris Family 1987 Trust, Mr. Lefkowitz and
SML Family Investors LLC are parties to a stockholders agreement with
Azimuth Technologies, L.P. and Azimuth Tech. II LLC with respect to the
shares of our common stock held by them. Pursuant to the terms of this
stockholders agreement, Mr. Ferris, the Ferris Family 1987 Trust, Mr.
Lefkowitz and SML Family Investors LLC are required to vote all of their
shares of common stock at the direction of Azimuth Technologies, L.P. and
Azimuth Tech. II LLC, and are bound by specified transfer restrictions.
(4) Based solely upon a Schedule 13G filed by FMR Corp. on February 14, 2006.
The address for FMR Corp. provided in such Schedule 13G is 82 Devonshire
Street, Boston, MA 02109.
(5) Based solely upon a Schedule 13G filed by Neuberger Berman, Inc. on
February 15, 2006. The address for Neuberger Berman, Inc. provided on such
Schedule 13G is 605 Third Avenue, New York, NY 10158.
(6) Includes 13,000 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Does not include 4,500 shares
of common stock issuable pursuant to stock options that are not exercisable
within 60 days of that date. Mr. Decker's address is 45 Glenridge Avenue,
Los Gatos, California 95030.
(7) Includes 13,000 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Does not include 4,500 shares
of common stock issuable pursuant to stock options that are not exercisable
within 60 days of that date. Dr. Kaminski's address is 6691 Rutledge Drive,
Fairfax, Virginia 22039.
(8) Includes 188,445 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Does not include 40,000
shares of common stock issuable pursuant to stock options that are not
exercisable within 60 days of that date. Excludes shares held by Azimuth
Technologies, L.P., of which he is a limited partner.
(9) Includes 20,000 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Excludes 40,000 shares of
common stock issuable pursuant to stock options that are not exercisable
within 60 days of April 26, 2006.
(10) Includes 10,900 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Excludes 95,000 shares of
common stock issuable pursuant to stock options that are not exercisable
within 60 days of that date.
(11) Includes 10,445 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Does not include 16,000
shares of common stock issuable pursuant to stock options that are not
exercisable within 60 days of that date. Excludes shares held by Azimuth
Technologies, L.P., of which he is a limited partner.
(12) Includes 59,333 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Does not include 16,000
shares of common stock issuable pursuant to stock options that are not
exercisable within 60 days of that date. Excludes shares held by CSP
Associates LLC, a limited liability company of which he is a non-managing
member.
(13) Includes 199,330 shares of common stock held by the Ferris Family 1987
Trust. The address of Mr. Ferris and the Ferris Family 1987 Trust is c/o
Caxton-Iseman Capital, Inc., 500 Park Avenue, New York, New York 10022.
Excludes shares held by Azimuth Technologies, L.P. and Azimuth Tech. II LLC
of which the Ferris Family 1987 Trust is, respectively, a limited partner
and a non-managing member. Includes 200,330 shares of common stock with
respect to which Mr. Ferris shares voting and dispositive power with
Azimuth Technologies, L.P., Azimuth Tech. II LLC and Mr. Iseman.
(14) Includes 10,693 shares of common stock held by SML Family Investors LLC, a
limited liability company affiliated with Mr. Lefkowitz. Mr. Lefkowitz's
address is c/o Caxton-Iseman Capital, Inc., 500 Park Avenue, New York, New
York 10021. Excludes shares held by Azimuth Technologies, L.P. and Azimuth
Tech. II LLC of which he is, respectively, a limited partner and a
non-managing member. Includes 70,439 shares with respect to which Mr.
Lefkowitz shares voting and dispositive power with Azimuth Technologies,
L.P., Azimuth Tech. II LLC and Mr. Iseman.
(15) Includes 3,500 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Does not include 4,500 shares
of common stock issuable pursuant to stock options that are not exercisable
within 60 days of that date. Dr. Perry's address is 320 Galvez Street,
Stanford, CA 94305-6165.
(16) Includes 13,000 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Does not include 4,500 shares
of common stock issuable pursuant to stock options that are not exercisable
within 60 days of that date. Gen. Shelton's address is 11911 Freedom Drive,
One Fountain Square, 10th Floor, Reston, VA 20190.
(17) Includes 3,000 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Does not include 12,000
shares of common stock issuable pursuant to stock options that are not
exercisable within 60 days of that date. Admiral Miller's address is 1565
River Ridge Williamsburg, VA 23185. General Kern's address is c/o EDO
Corporation, 60 East 42nd Street, 42nd Floor, New York, NY 10165. Mr.
Smith's address is c/o Alliant Techsystems, Inc., 5050 Lincoln Drive,
Edina, MN 55436.
(18) Includes 380,374 shares of common stock issuable pursuant to stock options
exercisable within 60 days of April 26, 2006. Does not include 293,000
shares of common stock issuable pursuant to stock options that are not
exercisable within 60 days of that date.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information as of December 31, 2005, regarding
compensation plans (including individual compensation arrangements) under which
our equity securities are authorized for issuance.
- ------------------------------------------- ---------------------- -------------------- -------------------------
Plan category (c) Number of
(a) Number of securities remaining
securities to be (b)Weighted-average available for future
issued upon exercise exercise price of issuance under equity
of outstanding outstanding compensation plans
options, warrants options, warrants (excluding securities
and rights and rights reflected in column (a))
Equity compensation plans approved by
security holders.................... 1,951,383 $ 23.13 1,649,141
Equity compensation plans not approved by
security holders.................... -- -- --
Total............................... 1,951,383 $ 23.13 1,649,141
- ------------------------------------------ ---------------------- -------------------- -------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
CHANGES OF CONTROL
On December 13, 2005, Anteon International Corporation entered into an
agreement and plan of merger with General Dynamics Corporation and Avenger
Acquisition Corporation, a wholly owned subsidiary of General Dynamics. For a
description of the merger, see "Item 1. Business - General."
Item 13. Certain Relationships and Related Transactions
Azimuth Technologies, L.P. and Azimuth Tech. II LLC
Azimuth Technologies, L.P. and Azimuth Tech. II LLC are two of our
principal stockholders. The sole general partner of Azimuth Technologies, L.P.
and the sole managing member of Azimuth Tech. II LLC is Georgica (Azimuth
Technologies), L.P., the sole general partner of which is Georgica (Azimuth
Technologies), Inc., a corporation wholly owned by Frederick J. Iseman, the
chairman of our Board of Directors. As a result, Mr. Iseman controls both
Azimuth Technologies, L.P. and Azimuth Tech. II LLC. In addition, Mr. Iseman,
Steven M. Lefkowitz, a director of our Company, and Robert A. Ferris, a director
of our Company, are each employed by Caxton-Iseman Capital, Inc. Mr. Iseman is
the chairman, managing partner and founder of that firm.
Azimuth Technologies, L.P., Azimuth Tech. II LLC, Mr. Lefkowitz, SML Family
Investors LLC, a limited liability company affiliated with Mr. Lefkowitz, and
the Ferris Family 1987 Trust, of which Mr. Ferris is a trustee, entered into a
stockholders agreement immediately prior to the consummation of the IPO. Under
this stockholders agreement, the Ferris Family 1987 Trust, Mr. Lefkowitz and SML
Family Investors LLC agreed to vote all of the shares of our common stock they
beneficially own on any matter submitted to the vote of our stockholders whether
at a meeting or pursuant to a written consent at the direction of Azimuth
Technologies, L.P. and Azimuth Tech. II LLC, unless otherwise agreed to by these
entities, and will constitute and appoint these entities or any nominees thereof
as their respective proxies for purposes of any stockholder vote. In addition,
except pursuant to the Tag Along Agreement described in this Proxy Statement,
the agreement provides that none of the Ferris Family 1987 Trust, Mr. Lefkowitz
or SML Family Investors LLC may sell or in any way transfer or dispose of the
shares of our common stock they beneficially own without the prior written
consent of either Azimuth Technologies, L.P. or Azimuth Tech. II LLC, unless
Azimuth Technologies, L.P. and Azimuth Tech. II LLC are participating in that
sale, and then the Ferris Family 1987 Trust, Mr. Lefkowitz and SML Family
Investors LLC may participate in such sale in a pro rata amount. The Ferris
Family 1987 Trust, Mr. Lefkowitz and SML Family Investors LLC will be required
to participate pro rata in any sale by Azimuth Technologies, L.P. and Azimuth
Tech. II LLC, unless otherwise agreed to by these entities.
Registration Rights
On March 11, 2002, Azimuth Technologies, L.P., Azimuth Tech. II LLC,
Messrs. Frederick J. Iseman, Joseph M. Kampf, Carlton B. Crenshaw, Thomas M.
Cogburn, Seymour L. Moskowitz and Steven M. Lefkowitz, SML Family Investors LLC
and the Ferris Family 1987 Trust and certain other parties named therein,
entered into a registration rights agreement (as amended, the "Registration
Rights Agreement") with us relating to the shares of common stock they hold.
Subject to several exceptions, including our right to defer a demand
registration under certain circumstances, the Caxton-Iseman Stockholders may
require that we register for public resale under the Exchange Act all shares of
common stock they request be registered at any time after 180 days following our
IPO. The Caxton-Iseman Stockholders may demand five registrations so long as the
securities being registered in each registration statement are reasonably
expected to produce aggregate proceeds of $5 million or more. Since we are
eligible to register the sale of our securities on Form S-3 under the Exchange
Act, the Caxton-Iseman Stockholders have the right to require us to register the
sale of the common stock held by them on Form S-3, subject to offering size and
other restrictions. Messrs. Kampf, Crenshaw, Cogburn, Moskowitz and Lefkowitz,
SML Family Investors LLC and the Ferris Family 1987 Trust are entitled to
piggyback registration rights with respect to any registration request made by
the Caxton-Iseman Stockholders. If the registration requested by the
Caxton-Iseman Stockholders is in the form of a firm underwritten offering, and
if the managing underwriter of the offering determines that the number of
securities to be offered would jeopardize the success of the offering, the
number of shares included in the offering shall be determined as follows: (i)
first, shares offered by the Caxton-Iseman Stockholders and Messrs. Kampf,
Crenshaw, Cogburn, Moskowitz and Lefkowitz, SML Family Investors LLC, the Ferris
Family 1987 Trust and the other participating designated holders as defined in
the Registration Rights Agreement (pro rata, based on their respective ownership
of our common equity), (ii) second, shares offered by other stockholders (pro
rata, based on their respective ownership of our common equity) and (iii) third,
shares offered by us for our own account. On September 3, 2003, we amended the
Registration Rights Agreement to (i) allow certain of our stockholders and
designated holders under the Registration Rights Agreement, including Messrs.
Decker, Kaminski, Schehr, Gurner, Dawson, Heilman, Johnson and Ream and Ms.
Centracchio, to participate in future offerings and (ii) permit us to designate
certain other management stockholders and directors to participate in future
offerings.
In addition, the Caxton-Iseman Stockholders, Messrs. Kampf, Crenshaw,
Cogburn, Moskowitz and Lefkowitz, SML Family Investors LLC and the Ferris Family
1987 Trust and the other designated holders under the Registration Rights
Agreement have been granted piggyback rights on any registration for our account
or the account of another stockholder. If the managing underwriter in an
underwritten offering determines that the number of securities offered in a
piggyback registration would jeopardize the success of the offering, the number
of shares included in the offering shall be determined as follows: (i) first,
shares offered by us for own account, (ii) second, shares offered by the
Caxton-Iseman Stockholders, Messrs. Kampf, Crenshaw, Cogburn, Moskowitz and
Lefkowitz, SML Family Investors LLC, the Ferris Family 1987 Trust and the other
participating designated holders under the Registration Rights Agreement (pro
rata, based on their respective ownership of our common equity), and (iii)
third, shares offered by other stockholders (pro rata, based on their respective
ownership of our common equity). In connection with these registrations under
the Registration Rights Agreement, we are required to indemnify the selling
stockholders and bear all fees, costs and expenses (except underwriting
discounts and selling commissions).
Pursuant to our registration rights agreement with the selling
stockholders, we will use our commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective until all of the selling
stockholders' shares of our common stock have been sold. As of April 26, 2006,
no other offerings have been made pursuant to the Shelf Registration Statement.
Our obligation to keep the Shelf Registration Statement effective is subject to
specified, permitted exceptions, such as a good faith determination by our Board
of Directors that the registration would materially interfere with certain
activities of ours. In these cases, we may suspend offers and sales of the
shares of common stock pursuant to the Shelf Registration Statement.
Other Relationships
The son of our President and Chief Executive Officer, Joseph M. Kampf, has
been employed by the Company as a Corporate Development Analyst since January
2003 and received an annual salary of $67,008 in 2005.
Item 14. Principal Accountants Fees and Services
Audit Fees
KPMG's fees for the Company's 2005 and 2004 annual audit and review of
interim consolidated financial statements, services rendered in connection with
our secondary offering and shelf registration, as well as various accounting
consultations, were $1,533,228 and $1,432,921, respectively. Audit fees in 2004
(and 2005) include the audit of internal control over financial reporting.
Audit-Related Fees
KPMG's fees for audit-related services in 2005 and 2004 were $38,300 and
$28,800, respectively. These services included pension plan audits, debt
compliance certification, and acquisition due diligence.
Tax Fees
KPMG's fees for federal, state and foreign tax research and analysis, tax
return assistance and due diligence tax assistance in 2005 and 2004 were
$144,036 and $189,261, respectively.
All Other Fees
KPMG's fees for all other professional services rendered to the Company
during 2005 and 2004 were $0 and $49,764, respectively for advisory services
rendered in connection with management's implementation of Sarbanes-Oxley
Section 404 requirements.
The Audit Committee of the Board of Directors has determined that the
provision of services by KPMG described in the preceding paragraphs is
compatible with maintaining KPMG's independence as the Company's principal
accountant.
Policy on Pre-Approval
The Audit Committee has adopted a policy of specific pre-approval for all
audit and non-audit services performed by the independent auditor as permitted
by Section 10A of the Exchange Act. A letter describing the services to be
provided, fees and other terms of engagement is submitted for each service in
advance of commencement. The engagement letter supported by the Company's
recommendation is submitted to the Audit Committee Chairman for pre-approval. A
summary of year-to-date audit and non-audit fees paid to the independent auditor
is reviewed by the Audit Committee at each scheduled Audit Committee meeting.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ANTEON INTERNATIONAL CORPORATION
By: /s/: Joseph M. Kampf
---------------------
Joseph M. Kampf
President and Chief Executive Officer
Date: April 28, 2006
- ---------------------
EXHIBIT INDEX
31.1 Certification of the Chief Executive Officer pursuant to Rule
13a-14 of the Exchange Act, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2 Certification of the Chief Financial Officer pursuant to Rule
13a-14 of the Exchange Act, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certification of the Chief Executive Officer pursuant to Rule
13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith).
32.2 Certification of the Chief Financial Officer pursuant to Rule
13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith).