-----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, AMxaGuTD4LWfIgqGiZ5YdSAPLdB7RPkMocR+RpAkegZgKReclAoM5iyVUcLxqci3 rS0FIe1KvDFq3OBm6a2XpQ== 0001157523-05-008043.txt : 20050909 0001157523-05-008043.hdr.sgml : 20050909 20050909152238 ACCESSION NUMBER: 0001157523-05-008043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050902 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050909 DATE AS OF CHANGE: 20050909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL FUSION INC/NJ/ CENTRAL INDEX KEY: 0001057257 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 133817344 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24073 FILM NUMBER: 051077652 BUSINESS ADDRESS: STREET 1: 4940-A CORPORATE DRIVE CITY: HUNTSVILLE STATE: AL ZIP: 35805 BUSINESS PHONE: 2568372620 MAIL ADDRESS: STREET 1: 4940-A CORPORATE DRIVE CITY: HUNTSVILLE STATE: AL ZIP: 35805 FORMER COMPANY: FORMER CONFORMED NAME: IBS INTERACTIVE INC DATE OF NAME CHANGE: 19980306 8-K 1 a4969182.txt DIGITAL FUSION, INC. 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM 8-K ---------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2005 ---------------- DIGITAL FUSION, INC. (Exact name of registrant as specified in its charter) ---------------- Delaware 000-24073 52-1256615 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 4940-A Corporate Drive, Huntsville, Alabama 35805 (Address of principal executive offices) (Zip Code) (256) 837-2620 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, If Changed Since Last Report) ---------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Section 1 - Registrant's Business and Operations. Item 1.02. Termination of a Material Definitive Agreement. 1. Termination of Rhino Group Consulting Agreement On September 2, 2005, Digital Fusion, Inc.(the "Company"), and the Rhino Group, of which Lt. General (Ret.) Frank Libutti ("Lt. Gen. Libutti") is the sole owner, mutually terminated the Company's consulting agreement dated as of April 1, 2005 (the "Consulting Agreement"), with Rhino Group. The Consulting Agreement was terminated because Lt. Gen. Libutti was hired as the Company's interim Chief Executive Officer effective as of September 2, 2005 (as more fully described in Item 5.02(c) below). The initial term of the Consulting Agreement was for a period of one year commencing on April 1, 2005. Under the terms of the Consulting Agreement, Rhino Group would receive compensation at the rate of $200.00 for each hour of service performed by Lt. Gen. Libutti. The Company was not obligated during the term of the Consulting Agreement for consulting fees and expenses of more than $59,900.00. Since the termination of the Agreement was by mutual consent, the Company will not incur any termination penalties. 2. Termination of the Amended and Restated Employment Agreement of Mr. Roy E. Crippen, III. Effective September 2, 2005, the Amended and Restated Employment Agreement (the "Employment Agreement") between the Company and Mr. Roy E. Crippen, III ("Mr. Crippen") was terminated by the Company's Board of Directors. The Employment Agreement was terminated by the Company without cause; therefore, the Company is obligated to pay Mr. Crippen his current base salary for a period of 18 months after September 2, 2005. Such payments will be made in accordance with the Company's current customary payroll procedures. The Company is also, obligated pursuant to the terms and conditions of the Employment Agreement, to pay Mr. Crippen any performance bonuses (pro rated up through September 2, 2005) he would be due for the year 2005. The Company must provide Mr. Crippen medical coverage with substantially similar terms as his current medical coverage in effect on September 2, 2005. Any and all vested options, warrants or other securities awarded to Mr. Crippen pursuant to any of the Company's equity incentive plans shall, as of September 2, 2005, immediately vest and become exercisable and all such vested options, warrants or other securities shall remain exercisable by Mr. Crippen for the duration of the period during which the options, warrants or other securities would have remained exercisable if Mr. Crippen had remained employed by the Company. Any unvested options, warrants or other securities awarded to Mr. Crippen pursuant to any of the Company's equity incentive plans shall expire effective as of September 2, 2005, and shall become null and void. Section 5 - Corporate Governance and Management. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) Effective September 2, 2005, the Company's Board of Directors voted to terminate the employment of Mr. Crippen as the Company's Chief Executive Officer. (c)(1) The Board of Directors of the Company elected Former Under Secretary and current Board member, Lt. Gen. Frank Libutti, 60, as interim Chief Executive Officer, effective September 2, 2005. (c)(2) Lt. Gen. Libutti became a director of the Company in April 2005. Lt. Gen. Libutti served as the first Under Secretary for Information Analysis and Infrastructure Protection Directorate at the U.S. Department of Homeland Security. From 2002 to May 2003, Lt. Gen. Libutti served as the New York Police Department's First Deputy Commissioner of Counter-Terrorism. Prior to NYPD, Lt. Gen. Libutti had a long and distinguished career in the Marine Corps, retiring in October 2001 as Lieutenant General. (c)(3) As of the date of this filing, Lt. Gen. Libutti does not have an employment contract with the Company. For his services as interim Chief Executive Officer, Lt. Gen. Libutti will receive a base annual salary of $175,000.00. The Company will provide Lt. Gen. Libutti reimbursement of reasonable expenses incurred for his travel between his personal residence located in Washington, D.C., and Huntsville, Alabama, until Lt. Gen. Libutti can relocate his personal residence to Huntsville, Alabama. The Company will provide Lt. Gen. Libutti an apartment until he can locate his personal residence to Huntsville, Alabama. A press release was issued on September 7, 2005, announcing the election of Lt. Gen. Libutti and the termination of the Employment Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The Board of Directors of the Company has amended Article II, Section 8 of the Company's Bylaws, effective September 2, 2005, to provide that regular meetings of the Board shall occur quarterly rather than monthly. The full text of the amended Bylaws is attached hereto as Exhibit 3.1, and is incorporated herein by reference in response to this Item 5.03. Item 9 - Financial Statements and Exhibits Item 9.01 - Financial Statements and Exhibits Exhibit No. Description 3.1* Amendment to the Bylaws of the Company, dated September 2, 2005. 99.1* Press Release dated September 7, 2005, issued by Digital Fusion, Inc. *Filed herewith. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Digital Fusion, Inc. Date: September 9, 2005 By: /s/ Gary S. Ryan ---------------- Gary S. Ryan President Exhibit Index ------------- Exhibit No. Description 3.1* Amendment to the Bylaws of the Company, dated September 2, 2005. 99.1* Press release dated September 7, 2005, issued by Digital Fusion, Inc. *Filed herewith. EX-3.1 2 a4969182ex31.txt DIGITAL FUSION, INC. EXHIBIT 3.1 Exhibit 3.1 ----------- Amendment to Bylaws Article II, Section 8 ----------------------------------------- Article II, Section 8 of the Company's Bylaws shall now read, in its entirety, as follows: "SECTION 8. Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly at the principal executive office of the Corporation, or at such other place as the Board of Directors may determine. No notice shall be required for any regular meeting of the Board of Directors held at the principal executive office of the Corporation. A copy of every resolution fixing or changing the time or place of regular meetings shall be delivered to every Director at least five (5) days before the first meeting held pursuant thereto." EX-99.1 3 a4969182ex991.txt DIGITAL FUSION, INC. EXHIBIT 99.1 Exhibit 99.1 Lieutenant General (Ret.) Frank Libutti Appointed Chairman of the Board and Interim Chief Executive Officer of Digital Fusion, Inc. HUNTSVILLE, Ala.--(BUSINESS WIRE)--Sept. 7, 2005--Digital Fusion, Inc. (OTCBB:DIGF), an information technology (IT) and engineering services provider, announced today that its Board of Directors appointed former Under Secretary and Lieutenant General (Ret.) Frank Libutti as Chairman of the Board and Interim Chief Executive Officer. Lt. Gen. Libutti replaces Mr. Roy E. Crippen, III, who served as Digital Fusion's Chief Executive Officer since 2001 and its Chairman since March 2005. Mr. Crippen continues to serve as a Director of Digital Fusion. Lieutenant General Libutti brings significant administrative and management experience, leadership skills, and knowledge of the defense and federal services marketplace to his new positions at Digital Fusion. After 38 years of military and public service, Lt. Gen Libutti retired in 2005 as the first Under Secretary for Information Analysis and Infrastructure Protection at the newly created U.S. Department of Homeland Security. From 2002 to May 2003, Lt. Gen. Libutti served as the New York Police Department's first Deputy Commissioner of Counter-Terrorism. Prior to the NYPD, he had a long, distinguished and highly decorated career in the Marine Corps, retiring in October 2002 at the rank of Lieutenant General. At the time of his retirement, Lt. Gen. Libutti was the Commander of the U.S. Marine Corps Forces Pacific; Commanding General, Fleet Marine Force, Pacific; and Commander, U.S. Marine Crops Bases, Pacific, headquartered at Camp H.M. Smith, Hawaii. Lieutenant General Libutti is a native of Huntington, Long Island, New York, and a graduate of The Citadel in Charleston, South Carolina. About Digital Fusion Digital Fusion is an information technology and engineering services company that helps its customers make the most of technology to meet their business needs. Digital Fusion's IT Services provide solutions to both government and commercial customers, focused in the following areas: Business Process Automation, Application Development and Data Management, Application Security, Web Portals and Digital Dashboard, System Integration and IT Support. Digital Fusion's Engineering Services support a variety of customers with state-of-the-art solutions that include: Computational Aerodynamics/CFD; Optical Systems Design, Development and Test; Thermo/Structural Dynamics; Modeling and Simulations; Hardware-in-the-Loop Testing; Program Analysis; and Group/Flight Planning, Execution, and Data Analysis. Based in Huntsville, Alabama, Digital Fusion also has offices in Washington, D.C., Orlando, Florida, and New Jersey. For additional information about Digital Fusion, visit http://www.digitalfusion.com. Forward Looking Statements: All statements other than statements of historical fact included in this release are forward-looking statements. When used in this release, words such as "project," "anticipate," "believe," "estimate," "expect," "plan," "intend," and similar expressions, as they relate to the Company or its management, as well as assumptions made by and information currently available to the Company's management, identify forward-looking statements. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors including, but not limited to: the effect of business and economic conditions; the impact of competitive products and pricing; capacity and supply constraints or difficulties; the Company's dependence on continued funding of U.S. government programs; contract procurement and termination risks; competitive factors such as pricing pressures and/or competition to hire and retain employees, and material changes in laws or regulations applicable to the Company businesses. Such statements reflect the current views of the Company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. These statements reflect the Company's current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this release are likely to cause these statements to become outdated with the passage of time. CONTACT: Digital Fusion Inc. Gary S. Ryan, 256-837-2620 gryan@digitalfusion.com -----END PRIVACY-ENHANCED MESSAGE-----