Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B38yesMRpTD03bc7h2iB5a+k802o+bB09Hb89fDfC4FFvKL37m7jCDnGpsn/Cfq3 54OgnuEpBxJerSuerw6SJA== 0001193125-04-100865.txt : 20040609 0001193125-04-100865.hdr.sgml : 20040609 20040609154937 ACCESSION NUMBER: 0001193125-04-100865 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040609 GROUP MEMBERS: NEW YORK LIFE CAPITAL PARTNERS II, L.L.C. GROUP MEMBERS: NEW YORK LIFE CAPITAL PARTNERS II, L.P. GROUP MEMBERS: NEW YORK LIFE INSURANCE COMPANY GROUP MEMBERS: NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NYLCAP Manager LLC CENTRAL INDEX KEY: 0001292892 IRS NUMBER: 134091043 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 212-576-6500 MAIL ADDRESS: STREET 1: 51 MADISON AVENUE, ROOM 3009 CITY: NEW YORK STATE: NY ZIP: 10010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANALEX CORP CENTRAL INDEX KEY: 0000044800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112120726 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-32462 FILM NUMBER: 04856045 BUSINESS ADDRESS: STREET 1: 5904 RICHMOND HIGHWAY STREET 2: SUITE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22303 BUSINESS PHONE: 703-329-9400 MAIL ADDRESS: STREET 1: 5904 RICHMOND HIGHWAY STREET 2: SUITE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22303 FORMER COMPANY: FORMER CONFORMED NAME: HADRON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIORAD INC DATE OF NAME CHANGE: 19710304 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Analex Corporation

(Name of Issuer)

Common Stock, par value $0.02 per share

(Title of Class of Securities)

032653107

(CUSIP Number)

Barbara Friedman, Esq., New York Life Capital Partners,

51 Madison Avenue, 31st Floor, New York, New York 10010

(212) 576-7675

Copy to:

Linda E. Ransom, Esq., Dewey Ballantine LLP

1301 Avenue of the Americas, New York, New York 10019

(212) 259-6570

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 28, 2004

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨ .

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 032653107		Page 2 of 31 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) New York Life Capital Partners II, L.P. I.R.S. #52-2309815
2	CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) ¨ (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 1,500,000*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,500,000/*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% (69.5% if aggregated with the shares beneficially owned by the other Stockholder Parties (as defined in Item 4 of this Statement)).*

TYPE OF REPORTING PERSON

* New York Life Capital Partners II, L.P. (“NYL”) expressly disclaims that it is a member of a “group” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5(b)(1) thereunder. As detailed in Item 5 of this Statement, if a “group” consisting of the Stockholder Parties (as such term is defined in Item 4 of this Statement) were deemed to exist, NYL would be deemed to beneficially own, and be deemed to share the power to vote or direct the vote of, in each case, all of the shares of Common Stock (as such term is defined in Item 1 of this Statement) beneficially owned by such group. The aggregate for such group would be 22,562,004 shares of Common Stock, representing 69.5% of the shares of Common Stock.

** As detailed in Item 6 of this Statement, NYL is a party to that certain Co-Sale Agreement, dated May 28, 2004, by and among Analex Corporation, NYL and certain other investors, which limits the transferability of shares subject to this Schedule 13D.

SCHEDULE 13D


CUSIP No. 032653107		Page 3 of 31 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) New York Life Capital Partners II, L.L.C., as General Partner of New York Life Capital Partners II, L.P. I.R.S. #52-2309807
2	CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) ¨ (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 1,500,000*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,500,000/*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% (69.5% if aggregated with the shares beneficially owned by the other Stockholder Parties (as defined in Item 4 of this Statement).*
14	TYPE OF REPORTING PERSON OO

* New York Life Capital Partners II, L.L.C. (“NYLGP”) expressly disclaims that it is a member of a “group” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5(b)(1) thereunder. As detailed in Item 5 of this Statement, if a “group” consisting of the Stockholder Parties (as such term is defined in Item 4 of this Statement) were deemed to exist, NYLGP would be deemed to beneficially own, and be deemed to share the power to vote or direct the vote of, in each case, all of the shares of Common Stock (as such term is defined in Item 1 of this Statement) beneficially owned by such group. The aggregate for such group would be 22,562,004 shares of Common Stock, representing 69.5% of the shares of Common Stock.

** NYLGP acts as the general partner of New York Life Capital Partners II, L.P. (“NYL”). As detailed in Item 6 of this Statement, NYL is a party to that certain Co-Sale Agreement, dated May 28, 2004, by and among Analex Corporation, NYL and certain other investors which limits the transferability of shares subject to this Schedule 13D.

SCHEDULE 13D


CUSIP No. 032653107		Page 4 of 31 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) NYLCAP Manager LLC, as Investment Manager of New York Life Capital Partners II, L.P. I.R.S. #13-4091043
2	CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) ¨ (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 1,500,000*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,500,000/*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% (69.5% if aggregated with the shares beneficially owned by the other Stockholder Parties (as defined in Item 4 of this Statement).*
14	TYPE OF REPORTING PERSON IA, OO

* NYLCAP Manager LLC (“NYLCAP”) expressly disclaims that it is a member of a “group” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5(b)(1) thereunder. As detailed in Item 5 of this Statement, if a “group” consisting of the Stockholder Parties (as such term is defined in Item 4 of this Statement) were deemed to exist, NYLCAP would be deemed to beneficially own, and be deemed to share the power to vote or direct the vote of, in each case, all of the shares of Common Stock (as such term is defined in Item 1 of this Statement) beneficially owned by such group. The aggregate for such group would be 22,562,004 shares of Common Stock, representing 69.5% of the shares of Common Stock.

** NYLCAP is a registered investment adviser and acts as investment manager of New York Life Capital Partners II, L.P. (“NYL”). As detailed in Item 6 of this Statement, NYL is a party to that certain Co-Sale Agreement, dated May 28, 2004, by and among Analex Corporation, NYL and certain other investors which limits the transferability of shares subject to this Schedule 13D.

SCHEDULE 13D


CUSIP No. 032653107		Page 5 of 31 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) New York Life Investment Management Holdings LLC I.R.S. #52-2206682
2	CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) ¨ (b) x (See 11 below)
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER Disclaimed (see 11 below)
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER Disclaimed (see 11 below)


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares disclaimed by New York Life Investment Management Holdings LLC.
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x Disclaimed (see 11 above)
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above).
14		TYPE OF REPORTING PERSON HC, OO

SCHEDULE 13D


CUSIP No. 032653107		Page 6 of 31 Pages


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) New York Life Insurance Company I.R.S. #13-5582869
2	CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP (a) ¨ (b) x (See 11 below)
3	SEC USE ONLY
4	SOURCE OF FUNDS Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER Disclaimed (see 11 below)
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER Disclaimed (see 11 below)


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares disclaimed by New York Life Insurance Company.
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x Disclaimed (see 11 above)
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above).
14		TYPE OF REPORTING PERSON IC

Item 1.

Security and Issuer

The class of security to which this Statement relates is the common stock, par value $0.02 per share (the “Common Stock”) of Analex Corporation, a corporation organized under the laws of Delaware (the “Issuer”). The Issuer’s principal executive office is located at 5904 Richmond Highway, Suite 300, Alexandria, Virginia 22303.

Item 2.

Identity and Background

This Statement is filed on behalf of (i) New York Life Capital Partners II, L.P., a Delaware limited partnership (“NYL”), (ii) New York Life Capital Partners II, L.L.C., a Delaware limited liability company (“NYLGP”) which is the general partner of NYL and is a wholly-owned subsidiary of NYLCAP (defined below), (iii) NYLCAP Manager LLC, a Delaware limited liability company (“NYLCAP”), which is the investment manager of NYL and is a wholly-owned subsidiary of NYLIMH (defined below), (iv) New York Life Investment Management Holdings LLC, a Delaware limited liability company (“NYLIMH”), which is a wholly-owned subsidiary of NYLIC (defined below), and (v) New York Life Insurance Company, a New York mutual insurance company (“NYLIC”). NYL, NYLGP, NYLCAP, NYLIMH and NYLIC are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” Each of NYL, NYLGP and NYLCAP expressly disclaim that they are members of a “group” consisting of the Stockholder Parties (as such term is defined in Item 4 of this statement) as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 13d-5(b)(1) thereunder. Each of NYLIMH and NYLIC expressly disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a “group.”

The Reporting Persons have entered into that certain Joint Filing Agreement, dated as of June 7, 2004 (the “Joint Filing Agreement”), whereby the Reporting Persons each agreed to file this Statement jointly with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 13d-1(k)(1) under the Exchange Act. The Joint Filing Agreement is attached hereto as Schedule I.

Items 2(a), (b), (c).

NYL is a limited partnership investing primarily in leveraged buyouts and other similar transactions involving equity and short-term debt. NYLGP, a wholly-owned subsidiary of NYLCAP, is the general partner of NYL, and may be deemed to be the beneficial owner of 1,500,000 shares of Common Stock beneficially owned by NYL. NYLCAP, a wholly-owned subsidiary of NYLIMH, is a registered investment adviser and acts as investment manager of NYL and may be deemed to be the beneficial owner of 1,500,000 shares of Common Stock beneficially owned by NYL. NYLIMH, a wholly-owned subsidiary of NYLIC, is an investment management holding company and NYLIC engages in providing a wide variety of insurance and other investment products and services. Each of NYL, NYLGP, NYLCAP, NYLIMH and NYLIC has its principal executive offices at 51 Madison Avenue, New York, New York 10010.

Page 7 of 31

For information with respect to the identity and background of each (i) executive officer of NYLGP, see Schedule II attached hereto; (ii) manager and executive officer of NYLCAP, see Schedule III attached hereto; (iii) manager and executive officer of NYLIMH, see Schedule IV attached hereto; and (iv) executive officer and director of NYLIC, see Schedule V attached hereto.

Items 2(d), (e).

During the last five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Schedules II through V has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 2(f).

All Reporting Persons and, to the best knowledge of each Reporting Person, all persons identified in Schedules II through V are United States citizens, except that Christina A. Gold, a director of NYLIC, is a citizen of Canada and Gideon A. Pell, an executive officer of NYLIC, is a citizen of the United Kingdom.

Item 3.

Source and Amount of Funds and Other Consideration

As more fully detailed in Item 4 of this Statement, NYL, the Issuer and other parties entered into the Series B Purchase Agreement (as such term is defined in Item 4 of this Statement) with respect to the transactions contemplated thereby, pursuant to which NYL purchased a Senior Subordinated Note in the initial principal amount of $3.5 million and a Common Stock Warrant (as such terms are defined in Item 4 of this Statement), the funds used to pay for which were provided by NYL from its cash on hand.

Item 4.

Purpose of Transaction

NYL acquired its Senior Subordinated Note and Common Stock Warrant (as such terms are defined below) as an investment, in the regular course of business. NYL intends to reexamine its investment in the Issuer from time to time and, depending on market considerations and other factors, may convert shares of Series B Preferred Stock (as such term is defined below) and/or exercise the Common Stock Warrant or purchase or sell shares of Common Stock, if appropriate opportunities to do so are available, on such terms and at such time as it considers to be advisable.

Other than the matters set forth herein, no Reporting Person has any plans or proposals which relate to, or would result in the occurrence of, any of the transactions or events set forth in Item 4 of Form 13D.

Page 8 of 31

Series B Purchase Agreement

On May 28, 2004 (the “First Closing Date”), the Issuer entered into that certain Purchase Agreement (the “Series B Purchase Agreement”) with General Electric Pension Trust (“GEPT”), NYL, Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P. (together, the “Pequot Funds” and, collectively with GEPT and NYL, the “Investors”). Pursuant to the Series B Purchase Agreement, for an aggregate purchase price of $12 million, the Issuer issued and sold to the Investors (i) $12 million in aggregate principal amount of the Issuer’s secured senior subordinated convertible promissory notes (each, a “Senior Subordinated Note”), the outstanding principal and accrued interest on which are convertible in accordance with their terms into shares of the Issuer’s Series B convertible preferred stock, $0.02 par value per share (the “Series B Preferred Stock”) at a conversion price of $3.50 per share of Series B Preferred Stock (the “Series B Original Issue Price”), which is the closing price of the Common Stock on May 27, 2004, and (ii) certain detachable ten-year warrants to purchase one share of Common Stock for every five shares of Common Stock issued or issuable upon conversion of the shares of Series B Preferred Stock that are issued or issuable upon the conversion of the principal amount of the Senior Subordinated Notes (each, a “Common Stock Warrant”). Pursuant to the Series B Purchase Agreement, for an aggregate purchase price of $3.5 million, NYL purchased a Senior Subordinated Note in the initial principal amount of $3.5 million and a Common Stock Warrant.

Subject to certain approval rights and pursuant to the Series B Purchase Agreement, the Issuer has an option to require the Investors to purchase up to an additional $25 million of Senior Subordinated Notes or shares of Series B Preferred Stock (depending on whether Stockholder Approval (as defined below) has been obtained), and additional Common Stock Warrants (the “Issuer Option”), at any one or more times on or prior to May 27, 2005, for the purpose of paying the cost of the acquisition by the Issuer of the stock or assets of one or more companies, in each case with an acquisition value (not including transaction expenses) of at least $10 million ( each, a “Issuer Acquisition”). Pursuant to the Series B Purchase Agreement, NYL may be required to purchase up to an additional $7.5 million of Senior Subordinated Notes or shares of Series B Preferred Stock and additional Common Stock Warrants.

As of the date of this Statement, the Senior Subordinated Notes are not convertible into shares of Series B Preferred Stock and the Common Stock Warrants are not exercisable to purchase shares of Common Stock. Instead, the Issuer’s existing stockholders, including holders of shares of Common Stock and the Pequot Funds, as the holders of 100% of the Issuer’s Series A convertible preferred stock, $0.02 par value per share (the “Series A Preferred Stock”),* must approve (i) the conversion of the Senior Subordinated Notes into shares of Series B Preferred Stock and the issuance of shares of the Series B Preferred Stock upon such

* On December 9, 2003, pursuant to that certain Subordinated Note and Series A Convertible Preferred Stock Purchase Agreement, dated July 18, 2003, by and among the Issuer and the Pequot Funds (the “Series A Purchase Agreement”), the Issuer issued and sold to the Pequot Funds (i) shares of Series A Preferred Stock, (ii) warrants exercisable to purchase shares of Common Stock, the number of which is based on the Common Stock issuable upon conversion of shares of Series A Preferred Stock (the “Series A Warrants”), (iii) Secured Subordinated Convertible Promissory Notes (the “Series A Notes”) and (iv) in connection with the issuance of the Series A Notes, additional warrants exercisable to purchase shares of Common Stock, the number of which is based on the Common Stock issuable upon conversion of the Series A Notes (the “Series A Note Warrants”). (Footnote continued on next page).

Page 9 of 31

conversion, (ii) the exercise of the Common Stock Warrants by the Investors and the subsequent issuance of shares of Common Stock upon such exercise and (iii) the issuance of shares of Common Stock upon conversion of the shares of Series B Preferred Stock (collectively, the “Stockholder Approval”) prior to such conversion and exercise.

Upon Stockholder Approval, the Senior Subordinated Notes are automatically converted into shares of Series B Preferred Stock at the Series B Original Issue Price. The Series B Preferred Stock is convertible into shares of Common Stock at a per share conversion price (the “Conversion Price”) of the lowest of (i) $3.10; (ii) the price that reflects a 20% discount to the trailing average closing price of the Issuer’s Common Stock for the twenty consecutive trading days immediately preceding the date of the initial conversion of any Senior Subordinated Notes (the “Issue Date”), but in no event less than $2.80; and (iii) the closing price of the Issuer’s Common Stock on the day immediately preceding the Issue Date; provided that if Stockholder Approval for the conversion of the Senior Subordinated Notes occurs during certain uncured events of default, the Conversion Price will not be subject to the $2.80 floor price under subparagraph (ii) above.

Also upon Stockholder Approval, the Common Stock Warrants are exercisable for one share of Common Stock for every five shares of Common Stock issued or issuable upon conversion of the shares of Series B Preferred Stock that are issued or issuable upon the conversion of the principal amount of the Senior Subordinated Notes. The exercise price of the Common Stock Warrants is $4.32 per share (representing a 25% premium to the trailing average closing price of the Common Stock for the twenty trading days immediately preceding the First Closing Date), subject to adjustments for stock splits, stock dividends and similar events.

Pursuant to the Series B Purchase Agreement, for so long as the Issuer Option is in effect, the holders of 100% of the shares of Series A Preferred Stock and 100% of the Senior Subordinated Notes or, if the Senior Subordinated Notes have been converted, 100% of the shares of Series B Preferred Stock, voting together as a single class (as such voting is calculated in the Series B Purchase Agreement), have the right to veto (i) any Issuer Acquisition and (ii) the issuance of any securities ranking senior to or pari passu with the Series A Preferred Stock or the Series B Preferred Stock, or convertible into securities ranking senior to or pari passu with the Series A Preferred Stock or the Series B Preferred Stock, with respect to voting, dividend, liquidation or redemption rights, including the issuance of subordinated debt (such collective right to veto, the “Veto Right”). If any such Veto Right were exercised, the Issuer would not permit the applicable event to occur.

(Continued from previous page). The Issuer has also issued options to purchase shares of Common Stock (the “Series A Options”) to certain principals of the Pequot Funds. Certain terms of the Series A Preferred Stock are detailed in the Amendment to the Certificate of Designations, Powers, Preferences and Rights of Series A Convertible Preferred Stock, dated May 27, 2004, filed as Exhibit 4.1 to the Issuer’s Form 8-K, dated May 28, 2004. The Pequot Funds’ holdings of, and additional terms of, each of the Series A Purchase Agreement, the Series A Preferred Stock, the Series A Warrants, the Series A Notes, the Series A Note Warrants and the Series A Options are detailed in the Pequot Funds’ Schedule 13D, as amended, as well as the Issuer’s periodic filings with the SEC.

Page 10 of 31

Amended and Restated Stockholders’ Voting Agreement

Concurrently with, and as a condition to, the Investors’ execution of the Series B Purchase Agreement, the Issuer, the Investors, J. Richard Knop, C.W. Gilluly, Peter Belford, Sr., Arthur A. Hutchins, Joseph H. Saul and DRG Irrevocable Trust (collectively, the “Stockholder Parties”) entered into that certain Amended and Restated Stockholders’ Voting Agreement, dated May 28, 2004 (the “Stockholders’ Agreement”), pursuant to which the Stockholder Parties agreed to vote, or cause to be voted, all securities owned by such Stockholder Parties, or over which such Stockholder Parties have voting control, so as to fix the number of directors of the Issuer at nine, and to nominate and elect the following directors to the board of directors of the Issuer (the “Board”):

(i) the Chief Executive Officer of the Issuer, currently Sterling E. Phillips, or if there is no Chief Executive Officer, the Issuer’s President;

(ii) subject to certain conditions set forth in the Stockholders’ Agreement, two directors designated by a Pequot Majority in Interest (as such term is defined in the Stockholders’ Agreement); provided that, if such conditions are not met, the Pequot Majority in Interest would only be entitled to nominate and elect one director, with the remaining director designated by the Nominating Committee of the Board;

(iii) five directors, independent for the purposes of the American Stock Exchange rules, to be nominated by the Nominating Committee of the Board; and

(iv) one non-employee director designated by the Chief Executive Officer of the Issuer (or if there is no Chief Executive Officer, the President of the Issuer) and acceptable to the Investors, who shall initially be Peter C. Belford.

In addition, GEPT and NYL, for so long as they own any type of securities of the Issuer, have the right to designate up to two representatives who are entitled to attend each meeting of the Board or any committee thereof as non-voting observers and receive all communications and other materials provided to the Board, excluding attendance at meetings and/or receipt of information that (i) legal counsel for the Board advises to be improper or (ii) is related to Audit Committee meetings and is impermissible under the applicable rules and regulations of the American Stock Exchange.

In certain circumstances, including the Issuer’s failure to redeem the shares of Series B Preferred Stock as required under the Certificate of Designations, Powers, Preferences and Rights of the Series B Convertible Preferred Stock of the Issuer filed with the Secretary of State of Delaware on May 27, 2004 (the “Series B Certificate of Designations”) that is a part of the Issuer’s Certificate of Incorporation, or failure to pay amounts due under the Senior Subordinated Notes, the Investors may designate additional directors so that the directors appointed by Investors will comprise a majority of the Board.

Page 11 of 31

Investors’ Voting Agreement

Concurrently with the Investors’ execution of the Series B Purchase Agreement, GEPT and NYL entered into that certain Investors’ Voting Agreement, dated as of May 28, 2004 (the “Investors’ Voting Agreement”), pursuant to which (i) for so long as the Issuer Option is in effect, with respect to any matter that is subject to the Veto Right and that is submitted to GEPT and NYL for approval, each of GEPT and NYL agreed to consult with the other regarding such matter and, unless both reach an agreement not to exercise their Veto Right with respect to such matter, each would be obligated to exercise its Veto Right with respect to such matter and (ii) for so long as GEPT and NYL have the right, pursuant to Stockholders’ Agreement, to designate two representatives (each, a “Representative”) entitled to attend each meeting of the Board or any committee thereof as non-voting observers and to receive all communications and other materials provided to the members of the Board or any committee thereof, each of GEPT and NYL agreed that each would be entitled to designate one such Representative.

Copies of the Series B Purchase Agreement, form of Senior Subordinated Note, form of Common Stock Warrant, Stockholders’ Agreement, Series B Certificate of Designations and Investors’ Voting Agreement are attached hereto as Exhibits 1, 2, 3, 4, 5 and 6, respectively, and are each incorporated in this Statement by reference. Each description in this Statement of such agreement or instrument is qualified in its entirety by reference to the corresponding agreement or instrument.

Item 5.

Interest in Securities of the Issuer

Items 5(a), (b).

Each of NYLIMH and NYLIC expressly disclaims beneficial ownership of all shares. Each of NYL, NYLGP and NYLCAP beneficially owns 1,500,000 shares of Common Stock, representing 9.0% of the shares of Common Stock, based on the following assumptions:

(i) The Issuer Option has not been exercised and, therefore, no additional Senior Subordinated Notes, shares of Series B Preferred Stock or Common Stock Warrants have been purchased in excess of the initial Senior Subordinated Note, with the initial principal amount of $3.5 million, and the initial Common Stock Warrant, each purchased by NYL on the First Closing Date.

(ii) Upon Stockholder Approval, the outstanding, initial Senior Subordinated Note in the aggregate principal amount of $3.5 million will be automatically converted at the Series B Original Issue Price into 1,000,000 shares of Series B Preferred Stock.

(iii) Upon Stockholder Approval, the 1,000,000 shares of Series B Preferred Stock beneficially owned by each of NYL, NYLGP and NYLCAP will be converted into shares of Common Stock at an assumed Conversion Price of $2.80 per share, which would result in the beneficial ownership by each of NYL, NYLGP and NYLCAP of 1,250,000 shares of Common Stock.

Page 12 of 31

(iv) Upon Stockholder Approval, the initial Common Stock Warrant issued to NYL will be exercised in accordance with its terms, which would result in the beneficial ownership by each of NYL, NYLGP and NYLCAP of an additional 250,000 shares of Common Stock.

Each of NYLIMH and NYLIC expressly disclaims any voting or dispositive power over all shares. Based on the foregoing assumptions, NYL, NYLGP and NYLCAP share the power to vote or direct the vote and power to dispose or direct the disposition of 1,500,000 shares of Common Stock, subject to the restrictions on voting described in Item 4 of this Statement.

Each of NYLIMH and NYLIC expressly disclaims being a member of a “group” (as defined below). Each of NYL, NYLGP and NYLCAP expressly disclaim that they are members of a “group” as such term is used in Section 13(d)(3) of the Exchange Act, or Rule 13d-5(b)(1) thereunder. By virtue of the Stockholders’ Agreement, however, a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, or Rule 13d-5(b)(1) thereunder, may be deemed to have been formed consisting of all of the Stockholder Parties. If such group were deemed to exist, the Stockholder Parties would be deemed to beneficially own, and be deemed to share the power to vote or direct the vote of, 22,562,004 shares of Common Stock, representing 69.5% of the shares of Common Stock outstanding. Each of NYL, NYLGP and NYLCAP expressly disclaims beneficial ownership of, or voting or dispositive power over, the 22,562,004 shares of Common Stock that may be deemed to be beneficially owned by the aforementioned “group.”

Item 5(c).

No Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Schedules II through V, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding sixty days.

Item 5(d).

No other person except for the Reporting Persons is known to have the rights to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons and covered by this Statement.

Item 5(e).

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relations with Respect to Securities of the Issuer

In connection with the transactions contemplated by the Series B Purchase Agreement, on the First Closing Date, the Issuer issued to NYL a Senior Subordinated Note in the initial principal amount of $3.5 million and a Common Stock Warrant.

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Senior Subordinated Notes

Pursuant to the terms of the Senior Subordinated Notes, the Senior Subordinated Notes bear interest at an annual rate of 7%, payable quarterly in cash or, if the Issuer’s projected available cash for operations for the twelve months following the due date of an interest installment does not meet specified levels or such payment would result in a default under the Issuer’s senior credit facility, accrued and added to the outstanding principal. Upon a payment default, the interest rate on the Senior Subordinated Notes will be increased to 14% per annum during the term of the default following a five-day cure period. The outstanding principal and accrued interest on the Senior Subordinated Notes will be automatically converted into shares of Series B Preferred Stock upon Stockholder Approval at the Series B Original Issue Price.

If the Senior Subordinated Notes have not already converted into shares of Series B Preferred Stock, they will mature 120 days from the First Closing Date although this 120-day period may be extended to 180 days from the First Closing Date under certain circumstances prior to the Issuer’s receipt of Stockholder Approval necessary for the conversion (the “Maturity Date”). In the event that Stockholder Approval is not obtained on or before the Maturity Date, (i) the rate of interest payable on the Senior Subordinated Notes will be increased to 14% per annum and will continue to increase thereafter at the end of each successive calendar quarter at a rate of .75% (but in no event shall be increased above the rate of interest lawfully payable) for so long as the Senior Subordinated Notes remain unpaid and (ii) the Issuer will issue to Investors additional Common Stock Warrants to purchase $3.5 million of the Issuer’s shares of Common Stock, exercisable at any time following Stockholder Approval, at an exercise price equal to the Conversion Price. Principal and interest on the Senior Subordinated Notes may not be prepaid without the prior written consent of the holders of a majority of the then outstanding aggregate principal amount of all Senior Subordinated Notes.

The Issuer’s obligations under the Senior Subordinated Notes are secured by a second lien on all of the assets of the Issuer and its subsidiaries and are guaranteed by the Issuer’s subsidiaries. These obligations are subordinated only to those under the Issuer’s senior credit facility.

During the time that the Senior Subordinated Notes are outstanding, the financial and operational covenants relating to the Senior Subordinated Notes will not be more restrictive than those set forth in the agreements executed in connection with the Issuer’s existing and future senior secured indebtedness.

Series B Preferred Stock

The shares of Series B Preferred Stock will be issued to the Investors upon Stockholder Approval. The shares of Series B Preferred Stock will rank senior to the Issuer’s existing shares of Series A Preferred Stock. The shares of Series B Preferred Stock will bear a cumulative annual dividend of 6% of the Series B Original Issue Price (as adjusted for any stock splits, combinations, recapitalizations involving equity securities of the Issuer, reclassifications or other similar events involving a change with respect to

Page 14 of 31

the Series B Preferred Stock), payable quarterly beginning on June 20, 2004. The dividends are payable in cash unless, at any time after the Issue Date, (i) the Issuer’s projected available cash for operations for the twelve months following the due date of a dividend payment is less than $1,000,000 in excess of business projections approved by the Board for such twelve-month period or (ii) such dividend payment in cash would result in an event of default under the Issuer’s senior credit facility, in which case the dividend may be paid (at the option of the Issuer) in additional shares of Series B Preferred Stock valued at the Series B Original Issue Price (as adjusted for any stock splits, combinations, recapitalizations involving equity securities of the Issuer, reclassifications or other similar events involving a change with respect to the Series B Preferred Stock).

Upon any liquidation, dissolution or winding up of the Issuer, holders of the shares of Series B Preferred Stock will be entitled to receive, in preference to holders of shares of Series A Preferred Stock and Common Stock, out of the Issuer’s assets available for stockholder distributions, an amount per share equal to the Series B Original Issue Price plus any accrued but unpaid dividends thereon. Certain mergers, acquisitions or asset sales involving the Issuer are treated as a liquidation event unless the holders of 66-2/3% of the then outstanding shares of the Series A Preferred Stock and Series B Preferred Stock, voting together as a single class, elect not to treat such transactions as liquidation events.

The shares of Series B Preferred Stock will be convertible into shares of Common Stock at any time at the election of its holders at the Conversion Price, provided that if Stockholder Approval for the conversion of the Senior Subordinated Notes occurs during certain uncured events of default, the Conversion Price will not be subject to the $2.80 floor price.

The shares of Series B Preferred Stock will automatically convert into shares of Common Stock if, any time following eighteen months after the Issue Date, the average closing price of the Common Stock over a twenty consecutive trading day period exceeds 2.5 times the Series B Original Issue Price (as adjusted for certain dilutive equity issuances and for stock splits and similar events related to the Series B Preferred Stock). In addition, the shares of Series B Preferred Stock held by holders that do not accept an offer by the Issuer, within sixty days of delivery of such offer, to purchase shares of the Series B Preferred Stock for at least 2.5 times the Series B Original Issue Price (as so adjusted) also will automatically convert into shares of Common Stock. The shares of Series B Preferred Stock will automatically convert into shares of Common Stock upon the agreement of the holders of 75% of the shares of Series B Preferred Stock.

Holders of two-thirds of the shares of Series B Preferred Stock may require the Issuer to redeem the outstanding shares of Series B Preferred Stock in four equal quarterly installments any time on or after the fourth anniversary of the Issue Date at the Series B Original Issue Price plus accrued but unpaid dividends.

Holders of shares of Series B Preferred Stock will be entitled to vote together with all other classes and series of voting stock of the Issuer on all actions to be taken by the stockholders of the Issuer. As long as at least 25% of the shares of the Series B Preferred Stock issued pursuant to the Series B Purchase Agreement remain outstanding, the Issuer shall not take numerous specified actions

Page 15 of 31

(including certain changes to the Issuer’s Certificate of Incorporation) without first obtaining the written consent of holders of at least a majority of the then outstanding shares of Series B Preferred Stock voting separately as a class. As long as 50% of the shares of the Series B Preferred Stock issued pursuant to the Series B Purchase Agreement remain outstanding, the Issuer shall not take numerous specified actions (including declaration of dividends or distributions on the capital stock other than dividends and distributions paid on the shares of Series B Preferred Stock and Series A Preferred Stock) without first obtaining the written consent of holders of at least a majority of the then outstanding shares of Series B Preferred Stock voting separately as a class. In addition, as long as the Issuer Option is in effect, holders of 100% of the shares of Series A Preferred Stock and the Series B Preferred Stock, voting together as a single class, shall have the right to veto (i) any Issuer Acquisition, and (ii) the issuance of any securities ranking senior to or pari passu with the shares of Series A Preferred Stock or Series B Preferred Stock, with respect to voting, dividend, liquidation or redemption rights, including the issuance of subordinated debt.

These and other terms and provisions of the Series B Preferred Stock are set forth in the Series B Certificate of Designations. In order to provide the Investors the rights set forth in the Series B Certificate of Designations, the Issuer also has amended its Certificate of Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock.

Common Stock Warrants

The Common Stock Warrants issued on the First Closing Date will expire on May 28, 2014. They are not exercisable at the time of issuance. Upon Stockholder Approval, the Common Stock Warrants will become exercisable at the option of the Investors to purchase such number of shares of Common Stock, at such an exercise price, as detailed in Item 4 of this Statement. Cashless exercise will be permitted.

Registration Rights

In connection with the Series B Purchase Agreement, the Issuer also entered into a Registration Rights Agreement with the Investors, dated May 28, 2004 (the “Registration Rights Agreement”), pursuant to which, within thirty days following the Issue Date and each subsequent closing under the Series B Purchase Agreement following the exercise of the Issuer Option, the Issuer will be required to file a registration statement on Form S-3 registering the resale of the shares of Common Stock underlying the shares of Series B Preferred Stock and the Common Stock Warrants, and all other shares of Common Stock owned from time to time by the Investors. The Issuer will be required to keep such registration statement effective until all the shares of Common Stock registered thereunder are sold or the holders are entitled to sell such shares of Common Stock under Rule 144(k) under the Securities Act of 1933. The Registration Rights Agreement also provides Investors with piggyback registration rights with respect to certain underwritten offerings initiated by the Issuer.

Co-Sale Agreement

In connection with the Series B Purchase Agreement, the Issuer and the Investors entered into that certain Co-Sale Agreement, dated as of May 28, 2004 (the “Co-Sale Agreement”).

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The Co-Sale Agreement provides that, for so long as any Investor holds any Senior Subordinated Notes, shares of Series B Preferred Stock, Common Stock Warrants or shares of Common Stock issued or issuable upon the conversion or exercise of any of the foregoing or issued with respect to any such securities by way of stock dividend, stock split or any reorganization affecting the Issuer’s capital stock (collectively, the “Co-Sale Securities”), each such Investor (a “Transferring Investor”) desiring to transfer any Co-Sale Securities (other than in connection with transfers to the Issuer, transfers pursuant to a public sale or transfers to certain affiliates) must give each other Investor (the “Other Investors”) and the Issuer written notice of the terms and conditions of any proposed bona fide and arm’s length sale at least twenty days prior to any such transfer. The Other Investors may elect to participate in such proposed transfer within ten business days of receiving notice of the transfer (such Other Investors so electing, the “Electing Other Investors”), who then have the right and obligation to sell to the proposed transferee(s), at the same price and on the same terms and conditions as are specified in the notice, the same type and up to the same percentage of Co-Sale Securities (on an as converted basis including shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock) owned by such Electing Other Investors as the Co-Sale Securities represents with respect to the capital stock of the Issuer owned by the Transferring Investor.

The Transferring Investor is not permitted to transfer any Co-Sale Securities to any prospective transferee unless (x) such prospective transferee allows the participation of the Electing Other Investors on the terms specified in the transfer notice or (y) such Transferring Investor does not receive notice that the Other Investors intend to participate within the ten-day period and transfers its Co-Sale Securities within sixty days after the expiration of the ten business day period at a price and on the terms no more favorable than those specified in the original transfer notice.

Copies of the Registration Rights Agreement and Co-Sale Agreement are attached hereto as Exhibits 7 and 8, respectively, and are each incorporated in this Statement by reference. Each description in this Statement of such agreement is qualified in its entirety by reference to the corresponding agreement.

Item 7.

Material to Be Filed as Exhibits



Exhibit 1		Purchase Agreement, dated May 28, 2004, by and among Analex Corporation, General Electric Pension Trust, New York Life Capital Partners II, L.P., Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P., filed as Exhibit 10.1 to Analex Corporation’s Form 8-K dated May 28, 2004, is incorporated herein by reference.

Exhibit 2		Form of Secured Senior Subordinated Convertible Promissory Note, filed as Exhibit 4.3 to Analex Corporation’s Form 8-K dated May 28, 2004, is incorporated herein by reference.

Exhibit 3		Form of Warrant to Purchase Common Stock of Analex Corporation, filed as Exhibit 4.4 to Analex Corporation’s Form 8-K dated May 28, 2004, is incorporated herein by reference.

Page 17 of 31



Exhibit 4		Amended and Restated Stockholders’ Voting Agreement, dated May 28, 2004, by and among Analex Corporation, Pequot Private Equity Fund III, L.P., Pequot Offshore Private Equity Partners III, L.P. and certain stockholders of Analex Corporation, filed as Exhibit 10.2 to Analex Corporation’s Form 8-K dated May 28, 2004, is incorporated herein by reference.

Exhibit 5		Certificate of Designations, Powers, Preferences and Rights of the Series B Convertible Preferred Stock of Analex Corporation, filed as Exhibit 4.2 to Analex Corporation’s Form 8-K dated May 28, 2004, is incorporated herein by reference.

Exhibit 6		Investors’ Voting Agreement, dated as of May 28, 2004, by and between General Electric Pension Trust and New York Life Capital Partners II, L.P.

Exhibit 7		Registration Rights Agreement, dated May 28, 2004, by and among Analex Corporation, General Electric Pension Trust, New York Life Capital Partners II, L.P., Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P., filed as Exhibit 10.3 to Analex Corporation’s Form 8-K dated May 28, 2004, is incorporated herein by reference.

Exhibit 8		Co-Sale Agreement, dated as of May 28, 2004, by and among Analex Corporation, Pequot Private Equity Fund III, L.P., Pequot Offshore Private Equity Partners III, L.P., General Electric Pension Trust and New York Life Capital Partners II, L.P.

Page 18 of 31

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: June 9, 2004


NEW YORK LIFE CAPITAL PARTNERS II, L.P.

By:		NYLCAP Manager LLC, its Investment Manager

By:		/s/ James M. Barker V
		Name: James M. Barker V
		Title: Vice President

NEW YORK LIFE CAPITAL PARTNERS II, L.L.C.

By:		/s/ James M. Barker V
		Name: James M. Barker V
		Title: Principal

NYLCAP MANAGER LLC

By:		/s/ James M. Barker V
		Name: James M. Barker V
		Title: Vice President

NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC

By:		/s/ Gary E. Wendlandt
		Name: Gary E. Wendlandt
		Title: Chairman and Chief Executive Officer

NEW YORK LIFE INSURANCE COMPANY

By:		/s/ William Y. Cheng
		Name: William Y. Cheng
		Title: Vice President

Page 19 of 31

Schedule I

JOINT FILING AGREEMENT

The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Analex Corporation is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

Dated: June 9, 2004


						NEW YORK LIFE CAPITAL PARTNERS II, L.P.

						By:		NYLCAP Manager LLC, its Investment Manager

						By:		/s/ James M. Barker V
								Name: James M. Barker V Title: Vice President

						NEW YORK LIFE CAPITAL PARTNERS II, L.L.C.

						By:		/s/ James M. Barker V
								Name: James M. Barker V Title: Principal

						NYLCAP MANAGER LLC

						By:		/s/ James M. Barker V
								Name: James M. Barker V Title: Vice President

						NEW YORK LIFE INVESTMENT MANAGEMENT HOLDINGS LLC

						By:		/s/ Gary E. Wendlandt
								Name: Gary E. Wendlandt Title: Chairman and Chief Executive Officer

						NEW YORK LIFE INSURANCE COMPANY

						By:		/s/ William Y. Cheng
								Name: William Y. Cheng Title: Vice President

Page 20 of 31

Schedule II

New York Life Capital Partners II, L.L.C.

The business address of each of the persons listed below is 51 Madison Avenue, New York, New York 10010.


Executive Officer		Present Principal Occupation
John E. Schumacher		Principal of NYLGP and President, Chief Executive Officer, Manager, and Member of the Compensation Committee of NYLCAP

Adam G. Clemens		Principal of NYLGP and Executive Vice President, Chief Operating Officer and Manager of NYLCAP

James M. Barker V		Principal of NYLGP and Vice President of NYLCAP

Steven M. Benevento		Principal of NYLGP and Manager and Executive Vice President of NYLCAP

Thomas Haubenstricker		Principal of NYLGP

Citizenship of All Executive Officers

U.S.A.

Page 21 of 31

Schedule III

NYLCAP Manager LLC

The business address of each of the persons listed below is 51 Madison Avenue, New York, New York 10010.


Manager		Present Principal Occupation
Gary E. Wendlandt		Chairman and Chairman of the Compensation Committee of NYLCAP, Chairman, Chief Executive Officer and Manager of NYLIMH and Executive Vice President in charge of Investment Management of NYLIC

Steven M. Benevento		Manager and Executive Vice President of NYLCAP and Principal of NYLGP

Adam G. Clemens		Executive Vice President, Chief Operating Officer and Manager of NYLCAP and Principal of NYLGP

John A. Cullen		Manager and Chairman of the Audit Committee of NYLCAP and Senior Vice President, Controller and Chief Accounting Officer of NYLIC

Frank J. Ollari		Manager of NYLCAP, Executive Vice President of NYLIMH and Senior Vice President of NYLIC

Anne F. Pollack		Manager and Member of the Audit Committee of NYLCAP and Senior Vice President and Chief Investment Officer of NYLIC

John E. Schumacher		President, Chief Executive Officer, Manager, and Member of the Compensation Committee of NYLCAP and Principal of NYLGP

Citizenship of all Managers

U.S.A.

Page 22 of 31


Executive Officer		Present Principal Occupation

John E. Schumacher		President, Chief Executive Officer, Manager, and Member of the Compensation Committee of NYLCAP and Principal of NYLGP

Adam G. Clemens		Executive Vice President, Chief Operating Officer and Manager of NYLCAP and Principal of NYLGP

Thomas M. Haubenstricker		Principal of NYLGP and Executive Vice President of NYLCAP

Steven M. Benevento		Manager and Executive Vice President of NYLCAP and Principal of NYLGP

James M. Barker V		Vice President of NYLCAP and Principal of NYLGP

S. Thomas Knoff		Vice President of NYLCAP

Nancy Scotton		Chief Financial Officer of NYLCAP

Rory Centanni		Controller of NYLCAP

Robert A. Anselmi		Secretary of NYLCAP, Secretary of NYLIMH and Senior Vice President of NYLIC

Martin H. Hack		Assistant Secretary of NYLCAP and Assistant Secretary of NYLIMH

Barbara T. Friedman		Assistant Secretary of NYLCAP

Citizenship of all Executive Officers

U.S.A.

Page 23 of 31

Schedule IV

New York Life Investment Management Holdings LLC

The names, business addresses and principal occupations of the Managers of New York Life Investment Management Holdings LLC are as follows:


Manager	Business Address	Present Principal Occupation
Ravi Akhoury	MacKay Sheilds 9 West 57th Street, 33rd Floor New York, N.Y. 10019	Manager and Vice Chairman of NYLIMH

Brian A. Murdock	NYLIM Center 169 Lackawanna Avenue Parsippany, N.J. 07054	Manager and President of NYLIMH

Michael E. Sproule	51 Madison Avenue New York, N.Y. 10010	Manager of NYLIMH and Executive Vice President and Chief Financial Officer of NYLIC

Seymour Sternberg	51 Madison Avenue New York, N.Y. 10010	Manager of NYLIMH

Gary E. Wendlandt	51 Madison Avenue New York, N.Y. 10010	Chairman, Chief Executive Officer and Manager of NYLIMH, Executive Vice President in charge of Investment Management of NYLIC and Chairman and Chairman of the Compensation Committee of NYLCAP

Citizenship of all Managers

U.S.A.

Page 24 of 31

The names, business addresses and principal occupations of the Executive Officers of New York Life Investment Management Holdings LLC are as follows:


Executive Officer	Business Address	Present Principal Occupation
Gary E. Wendlandt	51 Madison Avenue New York, N.Y. 10010	Chairman, Chief Executive Officer and Manager of NYLIMH, Executive Vice President in charge of Investment Management of NYLIC, and Chairman and Chairman of the Compensation Committee of NYLCAP

Ravi Akhoury	MacKay Sheilds 9 West 57th Street, 33rd Floor New York, N.Y. 10019	Manager and Vice Chairman of NYLIMH

Brian A. Murdock	NYLIM Center 169 Lackawanna Avenue Parsippany, N.J. 07054	Manager and President of NYLIMH

Patrick G. Boyle	NYLIM Center 169 Lackawanna Avenue Parsippany, N.J. 07054	Executive Vice President of NYLIMH and Senior Vice President of NYLIC

Frank J. Ollari	51 Madison Avenue New York, N.Y. 10010	Executive Vice President of NYLIMH, Manager of NYLCAP and Senior Vice President of NYLIC

Derek D. Burke	51 Madison Avenue New York, N.Y. 10010	Managing Director and Chief Compliance Officer of NYLIMH

Robert A. Anselmi	51 Madison Avenue New York, N.Y. 10010	Secretary of NYLIMH, Secretary of NYLCAP and Senior Vice President of NYLIC

Martin H. Hack	51 Madison Avenue New York, N.Y. 10010	Assistant Secretary of NYLIMH and Assistant Secretary of NYLCAP

Richard B. Leber	51 Madison Avenue New York, N.Y. 10010	Assistant Secretary of NYLIMH and Vice President and Associate General Counsel of NYLIC

Citizenship of all Executive Officers

U.S.A.

Page 25 of 31

Schedule V

New York Life Insurance Company

The business address of each of the Executive Officers listed below is 51 Madison Avenue, New York, New York 10010, with the exception of Patrick G. Boyle, whose business address is NYLIM Center, 169 Lackawanna Avenue, Parsippany, N.J. 07054.


Executive Officer		Present Principal Occupation

Seymour Sternberg		Chairman of the Board and Chief Executive Officer of NYLIC; Director of NYLIC

Frederick J. Sievert		President of NYLIC

Gary G. Benanav		Vice Chairman of NYLIC

Phillip J. Hildebrand		Executive Vice President and Co-Head of Life and Annuity of NYLIC

Theodore A. Mathas		Executive Vice President and Co-Head of Life and Annuity of NYLIC

Michael E. Sproule		Executive Vice President and Chief Financial Officer of NYLIC and Manager of NYLIMH

Gary E. Wendlandt		Executive Vice President in charge of Investment Management of NYLIC, Chairman, Chief Executive Officer and Manager of NYLIMH and Chairman and Chairman of the Compensation Committee of NYLCAP

Frank M. Boccio		Senior Vice President and Chief Administrative Officer of Life and Annuity of NYLIC

Page 26 of 31


Executive Officer		Present Principal Occupation
Joseph S. Calhoun III		Senior Vice President and Treasurer of NYLIC

Eric B. Campbell		Senior Vice President of NYLIC

Judith E. Campbell		Senior Vice President and Chief Information Officer of NYLIC

Jessie M. Colgate		Senior Vice President in charge of the Office of Governmental Affairs of NYLIC

John A. Cullen		Senior Vice President, Controller and Chief Accounting Officer of NYLIC and Manager and Chairman of the Audit Committee of NYLCAP

Sheila K. Davidson		Senior Vice President, General Counsel and Chief of Staff of NYLIC

Solomon Goldfinger		Senior Vice President and Chief Financial Officer of Life and Annuity of NYLIC

Page 27 of 31


Executive Officer		Present Principal Occupation

Gideon A. Pell		Senior Vice President and Chief Risk Officer of NYLIC

Anne F. Pollack		Senior Vice President and Chief Investment Officer of NYLIC and Manager and Member of the Audit Committee of NYLCAP

Robert L. Smith		Senior Vice President in charge of Special Markets of NYLIC

Joel M. Steinberg		Senior Vice President & Chief Actuary of NYLIC

Susan A. Thrope		Senior Vice President, Deputy General Counsel and Secretary of NYLIC

Thomas J. Warga		Senior Vice President, General Auditor and Chief Privacy Officer of NYLIC

Citizenship of Executive Officers


Gideon A. Pell		United Kingdom
All Others		U.S.A.

Page 28 of 31

The names and principal occupations of the Directors of New York Life Insurance Company are as follows. The business address of each of the persons listed below is 51 Madison Avenue, New York, New York 10010.


Director		Present Principal Occupation
Betty C. Alewine		Director, Vice Chairwoman of the Audit Committee and Member of the Investment and Governance Committees of NYLIC, Director of Rockwell Automation Corp., The Brink’s Company, the Cancer Research Foundation of America and the National Symphony Orchestra, Vice Chairman of the Kennedy Center Corporate Fund and a Member of the Inter-American Development Bank Advisory Council

Robert M. Baylis		Director, Chairman of the Investment Committee and a Member of the Audit and Insurance& Operations Committees of NYLIC, Director of Host Marriott Corporation, Covance Inc., Gildan Activewear, Inc., PartnerRe Ltd., the Rubin Museum of Art and The International Forum, Overseer of the University of Pennsylvania Museum, and Member of the Advisory Council of the Economics Department of Princeton University, the New York Society of Security Analysts and the National Association of Business Economists

Gary G. Benanav		Director, Vice Chairman and Member of the Insurance & Operations and the Executive Management Committees of NYLIC, Chairman, President and Chief Executive Officer of New York Life International, LLC, Director of the Barnes Group, Inc. and Express Scripts, Inc., Chairman of the Pacific Basin Economic Council—U.S. and Member of the APEC Business Advisory Council

James L. Broadhead		Director, Chairman of the Audit Committee and Member of the Corporate Organization & Compensation and Governance Committees of NYLIC, Director of The Brink’s Company and Trustee Emeritus of Cornell University

Kent B. Foster		Director, Chairman of the Corporate Organization & Compensation Committee and Member of the Audit and Governance Committees, Chairman and Chief Executive Officer of Ingram Micro Inc. and Director of J.C. Penney Company and the Campbell Soup Company

Page 29 of 31


Director		Present Principal Occupation
Christina A. Gold		Director and Member of the Audit, Insurance & Operations and Corporate Organization & Compensation Committees of NYLIC, President of Western Union Financial Services, Inc., Senior Executive Vice President of the First Data Corporation, Director of ITT Industries, Inc., the Torstar Corporation, the Conference Board of Canada, the Direct Selling Education Foundation in Washington, D.C. and the National Executive Service Corporation, Trustee and Vice Chairman of the U.S. Conference Board, Co-Chair of the Domestic Strategy Group of the Aspen Institute and Member of the President’s Advisory Council of Carleton College

Conrad K. Harper		Director, Vice Chairman of the Governance Committee and Member of the Investment Committee of NYLIC, Of Counsel to Simpson Thacher & Bartlett LLP, Member of the Permanent Court of Arbitration at The Hague and the Harvard Corporation, First Vice President of the American Law Institute, Trustee of the William Nelson Cromwell Foundation, the Lawyer’s Committee for Civil Rights Under Law and the Metropolitan Museum of Art, Fellow of the American College of Trial Lawyers and the American Academy of Arts and Sciences and Director of the Public Service Enterprise Group Incorporated and the American Arbitration Association and a Member of its Executive Committee

Leslie G. McCraw, Jr.		Director, Chairman of the Insurance & Operations Committee and Member of the Corporate Organization & Compensation and Investment Committees of NYLIC, Director of MateriaLink.com, Inc., the Peace Center for the Performing Arts, South Carolina Governor’s School for the Arts and Humanities Foundation, Greenville Symphony Endowment Fund, Inc. and Ronald McDonald House Charities of the Carolinas, Inc., Life Trustee of Clemson University and Member of the Board of Governors of the Commerce Club and the Palmetto Business Forum

Hector R. Ortino		Director and Member of the Audit, Insurance & Operations and Investment Committees of NYLIC, Chairman and Chief Executive Officer of Ferro Corporation, Director of Parker Hannifin Corporation and Cleveland Tomorrow, Member of the Ohio Business Roundtable and Trustee of the Playhouse Square Foundation, the Musical Arts Association (Cleveland Orchestra) and United Way Services of Greater Cleveland

Page 30 of 31


Director		Present Principal Occupation
Richard R. Pivirotto		Director, Chairman of the Governance Committee, Vice Chairman of the Investment Committee and Member of the Corporate Organization & Compensation Committee of NYLIC, Director of General American Investors Company, Inc., Immunomedics, Inc. and the Greenwich Bank and Trust Company, Trustee of Greenwich Hospital and the General Theological Seminary and Trustee Emeritus of Princeton University

Admiral Joseph W. Prueher		Director, Member of the Corporate Organization & Compensation, Governance and Insurance & Operations Committees of NYLIC, Director of Fluor Corporation, Merrill Lynch & Co. and Emerson Electric Co. and Member of the Board of Governors of the Nature Conservancy

Frederick J. Sievert		Director, Co-Chairman, President and Member of the Investment and Insurance & Operations Committees of NYLIC, Fellow of the Society of Actuaries, Member of the American Academy of Actuaries and Director of the American College and the LIFE Foundation

Seymour Sternberg		Director, Co-Chairman, Chief Executive Officer and Member of the Investment and Insurance & Operations Committees of NYLIC, Director of Express Scripts, Member of The Business Roundtable and its Task Forces on International Trade and Investment, Security and Fiscal Policy, Board Member of the U.S. Chamber of Commerce, the Partnership for New York City and the U.S.-China Business Council, Chairman of the CUNY Business Leadership Council, Trustee of Big Brothers Big Sisters of New York City and Hackley School in Tarrytown, New York, Vice Chairman of the Kennedy Center Corporate Fund, Member of the Leadership Committee of the Lincoln Center Consolidated Corporate Fund and Member of the Board of Governors of the United Way of Tri-State

Frederick O. Terrell		Director and Member of the Insurance & Operations, Investment and Corporate Organization & Compensation Committees of NYLIC, Founder, Managing Partner and Chief Executive Officer of Provender Capital Group, LLC, General Partner of Provender Opportunities Fund LP, Chairman of Carver Bancorp, Inc., Director of Wellchoice, Inc., Member of the Board of Advisors of the Yale School of Management and the CORO Foundation

Citizenship of Directors

Christina A. Gold Canada

All Others U.S.A.

Page 31 of 31

EX-6 2 dex6.htm INVESTORS' VOTING AGREEMENT Investors' Voting Agreement

Exhibit 6

INVESTORS’ VOTING AGREEMENT

This INVESTORS’ VOTING AGREEMENT (this “Agreement”), dated as of May 28, 2004, is by and between General Electric Pension Trust (“GEPT”) and New York Life Capital Partners II, L.P. (“NYLCP” and, collectively with GEPT, the “Investor Purchasers”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in that certain Purchase Agreement, dated May 28, 2004, among Analex Corporation (the “Company”), GEPT, NYLCP and the other parties thereto (as amended from time to time in accordance with its terms, the “Series B Purchase Agreement”).

WHEREAS, contemporaneously herewith the Investor Purchasers are entering into the Series B Purchase Agreement to purchase and hold New Securities in accordance therewith and in accordance with the other Transaction Documents.

WHEREAS, pursuant to Section 7.18 of the Purchase Agreement and Section 8 of the Certificate of Designations, for so long as the Company Option is in effect in accordance with the Amended Charter, the holders of 100% of the Series A Preferred Stock and the Series B Preferred Stock, voting together as a single class (as such voting is calculated in the Purchase Agreement), have the right to veto (i) any Company Acquisition and (ii) the issuance of any securities ranking senior to or pari passu with the Series A Preferred Stock or the Series B Preferred Stock, or convertible into securities ranking senior to or pari passu with the Series A Preferred Stock or the Series B Preferred Stock, with respect to voting, dividend, liquidation or redemption rights, including the issuance of subordinated debt) (such collective right to veto, the “Veto Right”).

WHEREAS, contemporaneously herewith the Investor Purchasers are entering into that certain Amended and Restated Stockholders’ Voting Agreement, dated May 28, 2004, by and among the Company, each of the Investor Purchasers and other shareholders of the Company named therein (as amended from time to time in accordance with its terms, the “Stockholders’ Voting Agreement”).

WHEREAS, the Investor Purchasers are entering into this Agreement to set forth their relative rights with regard to the Veto Right, and to set forth their relative rights with respect to the designation of non-voting observers to attend meetings of the board of directors of the Company (the “Board”) pursuant to Section 2.1(i) of the Stockholders’ Voting Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and intending to be legally bound, the parties hereby agree as follows:

1. Veto Right. Notwithstanding anything to the contrary in any Transaction Document, for so long as the Company Option is in effect, with respect to any matter that is subject to the Veto Right and that is submitted to the Investor Purchasers for approval, each Investor Purchaser hereby covenants and agrees to consult with the other Investor Purchaser regarding such matter and, unless both of the Investor Purchasers reach an agreement not to exercise their right to veto such matter, each Investor Purchaser shall be obligated to exercise its right to veto such matter.

2. Designation of Non-Voting Observers. For so long as the Investor Purchasers have the right, pursuant to Section 2.1(i) of the Stockholders’ Voting Agreement, to designate two (2) representatives (each, a “Representative”) entitled to attend each meeting of the Board or any committee thereof as a non-voting observer and to receive all communications and other materials provided to the members of the Board or any committee thereof the Investor Purchasers hereby agree that, in accordance with Section 13 of the Purchase Agreement, each of the Investor Purchasers shall be entitled to designate one (1) such Representative.

3. Representations and Warranties. Each Investor Purchaser hereby represents and warrants as follows:

(a) The execution, delivery and performance by such Investor Purchaser of this Agreement and the performance of all of the obligations of such Investor Purchaser under this Agreement have been duly and validly authorized, and no other action, approval or authorization is required on the part of such Investor Purchaser or any other individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated organization, joint venture, joint stock company, or a government or any agency or political subdivision thereof or other entity of any kind (each, a “Person”) by law or otherwise in order to make this Agreement the valid, binding and enforceable obligation (subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies) of such Investor Purchaser. This Agreement, when executed and delivered by such Investor Purchaser, will constitute a valid and legally binding obligation of such Investor Purchaser, enforceable against such Investor Purchaser in accordance with its terms subject to: (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies.

(b) Such Investor Purchaser’s execution, delivery, and performance of, and compliance with this Agreement and the consummation of the transactions contemplated hereby, have not and will not:

(i) violate, conflict with or result in a breach of any provision of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien (other than any lien imposed by this Agreement) upon any of the assets, properties or business of such Investor Purchaser under, any of the terms, conditions or provisions of (A) its certificate/articles of formation or organization or any of its other formation or organizational documents, or (B) any material contract to which it is a party; or

(ii) violate any judgment, ruling, order, writ, injunction, award, decree, or any law or regulation of any court or federal, state, county or local government or any other governmental, regulatory or administrative agency or authority which is applicable to such Investor Purchaser or any of its assets, properties or businesses.

4. Specific Performance. Each of the parties hereto agree that in the event of the breach by any party of any provision applicable to such party herein, the other parties to such

provision will suffer irreparable harm not adequately compensable through payment of monetary damages and each party injured thereby shall be entitled to equitable relief, including injunctive relief and specific performance.

5. Notices. All notices and other communications required or permitted hereunder shall be in writing. Notices shall be delivered personally, via recognized overnight courier (such as Federal Express, DHL or Airborne Express) or via certified or registered mail. Notices may be delivered via facsimile or e-mail, provided that by no later than two days thereafter such notice is confirmed in writing and sent via one of the methods described in the previous sentence. Notices shall be addressed as follows:

If to GEPT:

General Electric Pension Trust

c/o GE Asset Management Incorporated

3003 Summer Street

Stamford, Connecticut 06905

Attention: Daniel L. Furman, Esq.

Facsimile: (203) 326-4073

with a copy to:

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019

Attention: Linda E. Ransom, Esq.

Facsimile: (212) 259-6576

If to NYLCP:

New York Life Capital Partners

51 Madison Avenue, Room 3009

New York, New York 10010

Attention: Quint Barker and Paul Stern

Facsimile: (212) 576-5591

with a copy to:

New York Life Capital Partners

51 Madison Avenue, 31st Floor

New York, New York 10010

Attention: Barbara Friedman, Esq.

Facsimile: (212) 447-4127

and an additional copy to:

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019

Attention: Linda E. Ransom, Esq.

Facsimile: (212) 259-6576

6. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. During the term of this Agreement, no Investor Purchaser shall Transfer any New Securities to another Person (a “Transferee”) unless the Transferee agrees to be bound by the terms of this Agreement. As used herein, “Transfer” shall mean and include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or assignees in connection with a general assignment for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly.

7. Further Assurances. Each Investor Purchaser shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements, consents and other instruments as may be necessary or convenient to effectively carry out the transactions contemplated by this Agreement including, without limitation, to cause any transferee under Section 6 to be bound by the terms of this Agreement.

8. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the greatest extent possible to carry out the intentions of the parties hereto.

9. Amendment and Waiver. No modification, amendment or waiver of any provision of this Agreement will be effective unless approved in writing by each party hereto. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such nonbreaching or nondefaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

10. Entire Agreement. Each party hereby acknowledges that no other party or any other person or entity has made any promises, warranties, understandings or representations whatsoever, express or implied, not contained in this Agreement and acknowledges that it has not executed this Agreement in reliance upon any such promises, representations, understandings or warranties not contained herein and that this Agreement supersedes all prior agreements and understandings between the parties with respect hereto.

11. Counterparts; Facsimile Signatures. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page delivered by a fax machine shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto.

12. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

13. Governing Law. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. Except as set forth below, the parties hereto agree that no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and the parties hereto consent to the jurisdiction of such courts and personal service with respect thereto and waive any objection to the venue of any Claim in any such court. Each of the parties hereto waives all right to trial by jury in any proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the parties hereto agrees that a final judgment in any such proceeding or counterclaim brought in any such court shall be conclusive and binding upon it and may be enforced in any other court in whose jurisdiction it is or may be subject, by suit upon such judgment.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

Remainder of page intentionally blank


GENERAL ELECTRIC PENSION TRUST

By:		GE ASSET MANAGEMENT INCORPORATED, its Investment Manager

By:		/s/ David Wiederecht
Name:		David Wiederecht
Title:		Vice President

Investors’ Voting Agreement


NEW YORK LIFE CAPITAL PARTNERS II, L.P.

By:		NYLCAP Manager, LLC, its Investment Manager

By:		/s/ James M. Barker, V
Name:		James M. Barker, V
Title:		Vice President

Investors’ Voting Agreement

EX-8 3 dex8.htm ANALEX CORPORATION CO-SALE AGREEMENT Analex Corporation Co-Sale Agreement

Exhibit 8

ANALEX CORPORATION

CO-SALE AGREEMENT

This CO-SALE AGREEMENT (this “Agreement”), dated as of May 28, 2004, is among ANALEX CORPORATION, a Delaware corporation (the “Company”), (b) PEQUOT PRIVATE EQUITY FUND III, L.P., PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P. (each a “Pequot Shareholder” and, collectively, the “Pequot Shareholders”) and the other investors listed on the signature pages hereto under the heading “Investor Shareholders” (each an “Investor Shareholder” and, collectively, the “Investor Shareholders” and, together with the Pequot Shareholders, the “Shareholders”, collectively).

The Company and the Pequot Shareholders are parties to that certain Purchase Agreement, dated as of May 28, 2004 (as amended, the “Purchase Agreement”), providing for the issuance and sale of the Notes or Series B Preferred Stock and Warrants each as may be issued pursuant to the terms and provisions of the Purchase Agreement.

Pursuant to the Purchase Agreement, the Investor Shareholders desire to become additional purchasers under the Purchase Agreement and, as a condition to the Purchase Agreement, desire to enter into this Agreement with the Company and the Pequot Shareholders to set forth their relative rights with regard to the transfer and sale of the Securities.

NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

§ 1. DEFINITIONS. For all purposes of this Agreement, including the Recitals, except as otherwise defined herein, the following terms shall have the meanings set forth below:

Affiliate. Affiliate shall mean, with respect to any Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Common Stock. Common Stock shall mean (a) the Company’s Common Stock, $.02 par value per share (the “Common Stock”) and (b) any shares of any other class of capital stock of the Company hereafter issued which are (i) not preferred as to dividends or assets over any class of stock of the Company, (ii) not subject to redemption pursuant to the terms thereof or (iii) issued to the holders of shares of Common Stock upon any reclassification thereof.

Notes. Notes shall mean the secured senior subordinated convertible promissory notes of the Company issued or issuable to the Shareholders pursuant to the Purchase Agreement and any notes issued upon transfer, exchange or replacement thereof.

Offered Securities. Offered Securities shall mean the Securities that are the subject of a proposed Transfer.

Permitted Transferee. Permitted Transferee shall mean, with respect to any Shareholder, an Affiliate and, with respect to any Shareholder that is a “benefit plan investor” as defined in the Department of Labor Regulation Section 2510.3-101, 29 C.F.R. Section 2510.3-101 (the “Plan Asset Regulation”), including without limitation, (x) any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”)), whether or not subject to Title I of ERISA, including governmental plans, foreign pension plans and church plans, (y) “plan” (as defined in Section 4975(e)(1) of the U.S. Internal Revenue Code of 1974, as amended from time to time (the “Code”)), whether or not subject to Section 4975 of the Code or (z) entity whose underlying assets include “plan assets” (as determined pursuant to the Plan Asset Regulation or otherwise under ERISA) by reason of such an employee benefit plan’s investment in such entity, a successor trust or successor trustee.

Person. Person shall mean an individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization, or any government, governmental department or agency or political subdivision thereof.

Public Offering. Public Offering shall mean a public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of shares of Common Stock.

Public Sale. Public Sale shall mean any sale of Common Stock to the public pursuant to a Public Offering or to the public through a broker or market-maker pursuant to the provisions of Rule 144 (or any successor rule) adopted under the Securities Act.

Securities. Securities shall mean (a) the Warrants, (b) the Notes, (c) the Shares, (d) all shares of the Company’s capital stock issued or issuable upon conversion or exercise of any security described in (a), (b) or (c) and (e) all shares of the Company’s capital stock issued with respect to any such securities by way of stock dividend or stock split or in connection with any merger, consolidation, recapitalization or other reorganization affecting the Company’s capital stock; provided that shares of Securities will cease to be Securities when transferred (i) to the Company or (ii) pursuant to a Public Sale.

Securities Act. Securities Act shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Series B Preferred Stock. Series B Preferred Stock shall mean the Series B Convertible Preferred Stock, $.02 par value per share, of the Company.

Shares. Shares shall mean all shares of Series B Preferred Stock issued or issuable to the Shareholders pursuant to the Purchase Agreement or issued or issuable on conversion of the Notes.

Transfer or Transferred. Transfer or Transferred shall mean and include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Securities.

NY # 595299 v5

Warrants. Warrants shall mean the warrants of the Company for the purchase of shares of Common Stock issued or issuable to the Shareholders pursuant to the Purchase Agreement and any warrants issued upon transfer, exchange or replacement thereof.

§2. CO-SALE RIGHTS

2.1 (a) Except in connection with a Transfer to the Company, pursuant to a Public Sale or to a Permitted Transferee in accordance with Section 2.2 hereof and so long as any Shareholder owns any Securities, each such Shareholder (the “Transferring Shareholder”) shall give each other Shareholder (the “Other Shareholders”) and the Company written notice of the terms and conditions of any proposed bona fide and arm’s length sale of Offered Securities, including (i) the number and type of Securities that are proposed to be Transferred, (ii) the anticipated date of the proposed Transfer, (iii) the name and address of each Person to whom the Transfer is proposed to be made and (iv) the material terms and conditions of the proposed Transfer, including the cash and/or other consideration to be received in respect of such Transfer, at least twenty (20) days prior to any proposed Transfer (a “Transfer Notice”). Any such Transfer Notice shall be deemed a representation by the Transferring Shareholder that the Transfer is a bone fide transaction.

(b) Upon receipt of a Transfer Notice, such Other Shareholders may elect to participate in the proposed Transfer by delivering written notice to the Transferring Shareholder and the Company within ten (10) business days of the date of receipt of such Transfer Notice (such Other Shareholders so electing, the “Electing Other Shareholders”). The Electing Other Shareholders shall have the right and obligation (subject to the provisions hereof) to sell to the proposed transferee(s), as a condition to such Transfer by the Transferring Shareholder(s), at the same price and on the same terms and conditions as are specified in the Transfer Notice, the same type and up to the same percentage of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series B Preferred Stock) owned by such Electing Other Shareholders as the Offered Securities represents with respect to the capital stock of the Company owned by the Transferring Shareholder (determined on the same basis) immediately prior to the Transfer of the Offered Securities to the proposed transferee(s). The Transferring Shareholder will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold if the aggregate of the Securities to be sold by the Electing Other Shareholders and the Transferring Shareholder (each as calculated above) do not equal or exceed the number of Securities to be Transferred. The Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Electing Other Shareholders in any proposed Transfer and shall not Transfer any Securities to such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of the Electing Other Shareholders on the terms specified in the Transfer Notice and in accordance with this Agreement. Subject to the foregoing, the Transferring Shareholder(s) may, within sixty (60) days after the expiration of the ten (10) business day period referred to above, Transfer the Offered Securities (reduced by the aggregate number of Securities with respect to which the Electing Other Shareholders have elected to participate, if any) to the transferee(s) identified in the Transfer Notice at a price and on the terms no more favorable to the Transferring Shareholder(s) than specified in the Transfer Notice; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the transferor(s). However, if such Transfer is not consummated within such sixty

NY # 595299 v5

(60) day period, the Transferring Shareholder(s) shall not Transfer any of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of this Section 2.1. Any attempt by a Transferring Shareholder to Transfer Securities in violation of this Section 2.1 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such Securities without the consent of the Other Shareholders.

2.2. Notwithstanding anything to the contrary contained in this Section 2, each Shareholder may Transfer any or all of its Securities to a Permitted Transferee, provided that in each case such Transfer shall be subject to the transferor and transferee agreeing in writing, for the benefit of the Company and the other Shareholders (who shall be third party beneficiaries of such agreement) that the transferor will repurchase such Securities in the event such transferee ceases to be an Affiliate; and provided further, that the Permitted Transferee of a Shareholder may only Transfer its Securities to the Shareholder from whom such Permitted Transferee received such Securities or any of such Shareholder’s Permitted Transferees or otherwise in accordance with the terms hereof.

§3. MISCELLANEOUS.

3.1. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the greatest extent possible to carry out the intentions of the parties hereto.

3.2. Entire Agreement; No Third Party Beneficiaries. Each party hereby acknowledges that no other party or any other Person has made any promises, warranties, understandings or representations whatsoever, express or implied, not contained in this Agreement and acknowledges that it has not executed this Agreement in reliance upon any such promises, representations, understandings or warranties not contained herein and that this Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

3.3. Successors and Assigns. This Agreement will bind and inure to the benefit of and be enforceable by the Company and the Shareholders and their respective heirs, successors and assigns.

3.4. Counterparts; Facsimile Signatures. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement. Any signature page delivered by a fax machine shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto.

NY # 595299 v5

3.5. Expenses. Unless otherwise agreed, each Shareholder shall be responsible for its own expenses incurred in connection with any Transfer permitted under this Agreement.

3.6. Remedies. The Shareholders will be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any Shareholder may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violation of the provisions of this Agreement. In the event of any dispute involving the terms of this Agreement, the prevailing party shall be entitled to collect reasonable fees and expenses incurred by the prevailing party in connection with such dispute from the other parties to such dispute.

3.7. Notices. All notices and other communications required or permitted hereunder shall be in writing. Notices shall be delivered personally via recognized overnight courier (such as Federal Express, DHL or Airborne Express) or via certified or registered mail. Notices may be delivered via facsimile or e-mail, provided that by no later than two days thereafter such notice is confirmed in writing and sent via one of the methods described in the previous sentence. Notices to the Company or any Shareholder shall be sent as provided in the Purchase Agreement. All notices shall be effective upon receipt.

3.8. Amendment and Waiver. No modification, amendment or waiver of any provision of this Agreement will be effective against the Company or the Shareholders unless such modification, amendment or waiver is approved in writing by the Company, each Pequot Shareholder and each Investor Shareholder. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such nonbreaching or nondefaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

3.9. Termination. Notwithstanding any other provision of this Agreement, this Agreement may be terminated in a writing approved by the Company, each Pequot Shareholder and each Investor Shareholder. This Agreement will terminate automatically upon the earliest to occur of (a) the completion of any voluntary or involuntary liquidation or dissolution of the Company, or (b) the sale of all or substantially all of the Company’s assets or of a majority of the outstanding equity of the Company (determined on a fully diluted basis) to any Person that is not a party to this Agreement (whether pursuant to a merger, consolidation or otherwise).

3.10. GOVERNING LAW. THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

[Signature pages follow.]

NY # 595299 v5

IN WITNESS WHEREOF, the parties hereto have executed this Co-Sale Agreement on the day and year first above written.


ANALEX CORPORATION

By:		/s/ Sterling E. Phillips, Jr.
		Name: Sterling E. Phillips, Jr.
		Title: Chief Executive Officer

Co-Sale Agreement


INVESTOR SHAREHOLDERS:

PEQUOT PRIVATE EQUITY FUND III, L.P.

By:		Pequot Capital Management, Inc., Its Investment Manager

By:		/s/ Richard Joslin
		Name: Richard Joslin
		Title: Principal

PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P.

By:		Pequot Capital Management, Inc., Its Investment Manager

By:		/s/ Richard Joslin
		Name: Richard Joslin
		Title: Principal

Co-Sale Agreement


INVESTOR SHAREHOLDERS:

GENERAL ELECTRIC PENSION TRUST

By:		GE ASSET MANAGEMENT INCORPORATED, its investment manager

By:		/s/ David Wiederecht
		Name: David Wiederecht
		Title: Vice President

Co-Sale Agreement


INVESTOR SHAREHOLDERS:

NEW YORK LIFE CAPITAL PARTNERS II, L.P.

By:		NYLCAP Manager, LLC, its Investment Manager

By:		/s/ James M. Barker, V
		Name: James M. Barker, V
		Title: Vice President

Co-Sale Agreement

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