As filed with the Securities and Exchange Commission on March 4, 2002
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MANTECH INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-1852179
(State or Other Jurisdiction of 12015 Lee Jackson Highway (I.R.S. Employer
Incorporation or Organization) Fairfax, VA 22033 Identification No.)
(Address of Principal Executive Offices Including Zip Code)
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MANTECH INTERNATIONAL CORPORATION
MANAGEMENT INCENTIVE PLAN
(Full Title of the Plan)
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Copies to:
George J. Pedersen Ronald O. Mueller, Esq.
ManTech International Corporation Gibson, Dunn & Crutcher LLP
12015 Lee Jackson Highway 1050 Connecticut Avenue, N.W.
Fairfax, VA 22033 Washington, D.C. 20036
(202) 955-8500
(Name and Address of Agent For Service)
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(703) 218-6000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Registration Fee(2)
Per Share Offering Price(2)
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Class A Common Stock, 3,000,000 shares N/A 54,150,000 $4,982
par value $.01 per share
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(1) Pursuant to Rule 416, there is also being registered such additional
Common Stock that become available under the foregoing plan in connection
with certain changes in the number of outstanding Common Stock because of
events such as recapitalizations, stock dividends, stock splits and
reverse stock splits, and any other securities with respect to which the
outstanding Shares are converted or exchanged.
(2) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 based upon the average high and low prices for
the Common Stock on February 27, 2002, which was $18.05.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information requested in Part I of this Registration
Statement is included in the prospectus for ManTech International Corporation's
Management Incentive Plan, which the Registrant has excluded from this
Registration Statement in accordance with the instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities
and Exchange Commission (the "Commission") are hereby incorporated by reference
into this Registration Statement:
1. The Registrant's Registration Statement on Form S-1 (File No.
333-73946), as filed with the Commission on November 23, 2001,
as amended, under which the Registrant registered shares of
Class A Common Stock under the Securities Act of 1933, as
amended.
2. The description of the Class A Common Stock set forth in the
Registrant's Registration Statement on Form 8-A (File No.
000-49604), as filed with the Commission on January 25, 2002,
under which the Registrant registered shares of its Class A
Common Stock under Section 12(g) of Securities and Exchange
Act of 1934, as amended (the "Exchange Act").
All reports and other documents that the Registrant
subsequently files with the Securities and Exchange Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment indicating that the Registrant has sold all of the
securities offered under this Registration Statement or that deregisters the
distribution of all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement from the date that
the Registrant files such report or document. Any statement contained in this
Registration Statement or any report or document incorporated into this
Registration Statement by reference, however, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in a subsequently dated report or document that is also
considered part of this Registration Statement, or in any amendment to this
Registration Statement, is inconsistent with such prior statement. The
Registrant's file number with the Commission is 000-49604.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (DGCL)
generally provides that all directors and officers (as well as other employees
and individuals) may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with certain specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation -- a "derivative action"), if they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification extends only to expenses (including
attorneys' fees) actually and reasonably incurred in connection with defense or
settlement of an action and the DGCL requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation. Section 145 of the DGCL also provides that the rights
conferred thereby are not exclusive of any other right which any person may be
entitled to under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, and permits a corporation to advance expenses to or on
behalf of a person to be indemnified upon receipt of an undertaking to repay the
amounts advanced if it is determined that the person is not entitled to be
indemnified.
The Registrant's Certificate of Incorporation and Bylaws
provide that each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding by reason of the
fact that he is or was a director or officer of the Registrant (or is or was
serving at the request of the Registrant as director, officer, employee or agent
of another entity), shall be indemnified and held harmless by the Registrant to
the fullest extent authorized by the DGCL, as in effect (or to the extent that
indemnification is broadened, as it may be amended), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Except with respect
to actions initiated by an officer or director against the Registrant to recover
the amount of an unpaid claim, the Registrant is required to indemnify an
officer or director in connection with an action, suit or proceeding initiated
by such person only if such action, suit or proceeding was authorized by the
Board of Directors of the Registrant. The Registrant's Certificate of
Incorporation and Bylaws further provide that an officer or director may (60
days after a written claim has been received by the Registrant) bring suit
against the Registrant to recover an unpaid claim and, if such suit is
successful, the expense of bringing such suit. While it is a defense to such
suit that the claimant has not met the applicable standards of conduct which
make indemnification permissible under the DGCL, neither the failure of the
Board of Directors to have made a determination that indemnification is proper,
nor an actual determination that the claimant has not met the
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applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
The Registrant's Certificate of Incorporation and Bylaws also
provide that the rights conferred thereby are contract rights, that they are not
exclusive of any other rights which an officer or director may have or hereafter
acquire under any statute, any other provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, and that they include the right to be paid by the
Registrant the expenses incurred in defending any specified action, suit or
proceeding in advance of its final disposition provided that, if the DGCL so
requires, such payment shall only be made upon delivery to the Registrant by the
officer or director of an undertaking to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified under the Bylaws or otherwise.
The Registrant may, to the fullest extent permitted by the
DGCL, purchase and maintain insurance on behalf of any officer, director,
employee or agent against any liability that may be asserted against such
person.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No. Description
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4.1 Second Amended and Restated Certificate of
Incorporation of the Registrant as filed
with the Secretary of State of the State
of Delaware on January 30, 2002,
incorporated herein by reference to
Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 (File
No. 333-73946), as filed with the
Commission on November 23, 2002, as
amended
4.2 Amended and Restated Bylaws of the
Registrant, incorporated herein by
reference to Exhibit 3.2 of the
Registrant's Registration Statement on
Form S-1 (File No. 333-73946), as filed
with the Commission on November 23, 2002,
as amended
5.1 Opinion of Gibson, Dunn & Crutcher LLP
10.1 ManTech International Corporation
Management Incentive Plan, incorporated
herein by reference to Exhibit 10.3 of the
Registrant's Registration Statement on
Form S-1 (File No. 333-73946), as filed
with the Commission on November 23, 2002,
as amended
23.1 Consent of Gibson, Dunn & Crutcher
LLP (contained in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the
signature page of this Registration
Statement)
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post- effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
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foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement;
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfax in the Commonwealth of Virginia, on this 4th
day of March, 2002.
MANTECH INTERNATIONAL
CORPORATION
By: /s/ George J. Pedersen
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Name: George J. Pedersen
Title: Chairman of the Board of Directors, Chief
Executive Officer and President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each of the directors and/or officers of
the Registrant whose signature appears below hereby appoints George J. Pederson
as his attorney-in-fact to sign his name and on his behalf, in any and all
capacities stated below, and to file with the Securities and Exchange Commission
any and all amendments, including post-effective amendments to this Registration
Statement as appropriate, and generally to do all such things in their behalf in
their capacities as officers and directors to enable Registrant to comply with
the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
Name and Signature Title Date
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/s/ George J. Pedersen Chairman of the Board of March 4, 2002
-------------------------------------------- Directors, Chief Executive
George J. Pedersen Officer and President
(Principal Executive Officer)
/s/ John A. Moore, Jr. Executive Vice President, Chief March 4, 2002
-------------------------------------------- Financial Officer, Treasurer and
John A. Moore, Jr. Director
(Principal Financial Officer and
Principal Accounting Officer)
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/s/ Walter W. Vaughan
-------------------------------------------- Director March 4, 2002
Walter W. Vaughan
/s/ Michael D. Golden
-------------------------------------------- Director March 4, 2002
Michael D. Golden
/s/ Stephen W. Porter
-------------------------------------------- Director March 4, 2002
Stephen W. Porter
/s/ Walter R. Fatzinger, Jr.
-------------------------------------------- Director March 4, 2002
Walter R. Fatzinger, Jr.
/s/ Richard J. Kerr
-------------------------------------------- Director March 4, 2002
Richard J. Kerr
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
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4.1 Second Amended and Restated Certificate of Incorporation of the Registrant N/A
as filed with the Secretary of State of the State of Delaware on January
30, 2002, incorporated herein by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1 (File No. 333-73946), as
filed with the Commission on November 23, 2002, as amended
4.2 Amended and Restated Bylaws of the Registrant, incorporated herein by N/A
reference to Exhibit 3.2 of the Registrant's Registration Statement on Form
S-1 (File No. 333-73946), as filed with the Commission on November 23,
2002, as amended
5.1 Opinion of Gibson, Dunn & Crutcher LLP 10
10.1 ManTech International Corporation Management Incentive Plan, incorporated N/A
herein by reference to Exhibit 10.3 of the Registrant's Registration
Statement on Form S-1 (File No. 333-73946), as filed with the Commission on
November 23, 2002, as amended
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1) N/A
23.2 Consent of Deloitte & Touche LLP 11
23.3 Consent of PricewaterhouseCoopers LLP 12
24.1 Power of Attorney (included on the signature page of this Registration N/A
Statement)
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