-----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, B1RG2kPZyBTHaNev302Ov+E5ou9qRB4T0q9aEqdyTA29NXSWYAycjIZn83Tf7+tV HREUgY6ebjPiqYM85ijnOg== 0001157523-05-008191.txt : 20050916 0001157523-05-008191.hdr.sgml : 20050916 20050916142821 ACCESSION NUMBER: 0001157523-05-008191 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050913 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050916 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: 051088708 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 a4974915.txt DIGITAL FUSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM 8-K ------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 13, 2005 Date of report (date of earliest event reported) ------------- DIGITAL FUSION, INC. (Exact Name of Registrant as Specified in its Charter) ------------- Delaware 0-24073 13-3817344 - ---------------------------- ----------------------- -------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 4940-A Corporate Drive, Huntsville, AL 35805 (Address of Principal Executive Offices) (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 in intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| 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 1.01 Entry into a Material Definitive Agreement. On September 14, 2005, the Company announced it has been awarded a competitive contract for Acquisition and Business Support Services (ABSS) by the National Aeronautics and Space Administration (NASA) at the Marshall Space Flight Center (MSFC) in Huntsville, AL. The contract is a performance-based, Firm-Fixed-Price, Indefinite Delivery/Indefinite Quantity (IDIQ) contract with a maximum value of $48.75 million over five years, if all options are exercised. The contract has a two week phase-in period beginning September 16, 2005, to be followed by a one year base period and four one year options. Digital Fusion is the prime contractor and does not anticipate using any subcontractors on this contract. Section 7 - Regulation FD Item 7.01 Regulation FD Disclosure. The Company issued a press release announcing their role as a first-tier subcontractor on the Gray Research/Missile Defense Data Center (MDDC) team to support the U.S. Army Space and Missile Defense Command (USASMDC) in the operations and management of the MDDC in Huntsville, AL which is attached as Exhibit 99.1. The Company issued a press release announcing the award of a $48.75 million contract by the National Aeronautics and Space Administration (NASA) at the Marshall Space Flight Center (MSFC) in Huntsville, AL which is attached as Exhibit 99.2. Section 9 - Financial Statements Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 99.1* Press release dated September 13, 2005, issued by Digital Fusion, Inc. 99.2* Press release dated September 14, 2005, issued by Digital Fusion, Inc. * Filed herewith. EX-99.1 2 a4974915ex991.txt EXHIBIT 99.1 Exhibit 99.1 Digital Fusion is Major Subcontractor on Gray Research MDDC Team HUNTSVILLE, Ala.--(BUSINESS WIRE)--Sept. 13, 2005--Digital Fusion, Inc. (OTCBB:DIGF), an information technology (IT) and engineering services provider, announced today their role as a first-tier subcontractor on the Gray Research/Missile Defense Data Center (MDDC) team. The U. S. Army Space and Missile Defense Command (USASMDC) has awarded a contract to the Gray Research team to operate and manage the MDDC in Huntsville, Alabama for the Missile Defense Agency (MDA). The total potential value of this contract is approximately $73M over a five-year period. The total potential value of the subcontract to Digital Fusion is $11.68M. "We are very excited to be part of the Gray Research team and look forward to working closely with all our partners from Gray, SAIC and CSC to support our customer," said Frank Libutti, chairman and interim chief executive officer. "I am very proud of the role our employees played in this proposal process. I applaud the tremendous leadership that Ron Gray and his employees exhibited throughout this competition," said Ed Lyons, vice president, information technology services. The MDDC supports the MDA in developing and fielding an integrated Ballistic Missile Defense System by managing past, present, and future missile defense-related data products; facilitating access to those data products; and producing new data products to support MDA technology development, testing, and evaluation. 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 provides 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 Dashboards, 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 Ground/Flight Planning, Execution, and Data Analysis. Based in Huntsville AL, Digital Fusion also has offices in Orlando, 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 forwardlooking 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 EX-99.2 3 a4974915ex992.txt EXHIBIT 99.2 Exhibit 99.2 Digital Fusion Wins $48.75 Million NASA Contract to Provide Acquisition and Business Support Services; Effort Supports NASA's Marshall Space Flight Center HUNTSVILLE, Ala.--(BUSINESS WIRE)--Sept. 14, 2005--Digital Fusion, Inc. (OTCBB:DIGF), an information technology ("IT") and engineering services provider announced it has been awarded a competitive contract for Acquisition and Business Support Services (ABSS) by the National Aeronautics and Space Administration (NASA) at the Marshall Space Flight Center (MSFC) in Huntsville, AL. The contract is a performance-based, Firm-Fixed-Price, Indefinite Delivery/Indefinite Quantity (IDIQ) contract with a maximum value of $48.75 million over five years, if all options are exercised. The contract has a two week phase-in period beginning September 16, 2005, to be followed by a one year base period and four one year options. Digital Fusion is the prime contractor and does not anticipate using any subcontractors on this contract. Under the ABSS contract, Digital Fusion will provide a wide range of acquisition and business support services at Marshall Space Flight Center. Business services includes program management, order management and control, budget integration and financial analysis, support to various business systems, assessing and developing business processes, and developing business models and plans to assist MSFC strategies. Acquisition support includes administrative and data processing services acquisition policy services, price and cost analysis support, procurement systems services, special studies and acquisition management services. "We are delighted and deeply grateful to be selected through the competitive procurement process to support NASA/MSFC in one of MSFC's critical business roles," said Frank Libutti, chairman and interim chief executive officer. Gary Ryan, president and chief operating officer added "Our goal is to provide service exceeding customer expectations while demonstrating our commitment to safety, NASA Family, excellence and integrity. This win demonstrates Digital Fusion's deep commitment to the competitive process and solidifies our position as a professional and IT service provider within the competitive market place." About Digital Fusion Digital Fusion, headquartered in Huntsville, Al., 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 provides 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 Dashboards, 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 Ground/Flight Planning, Execution, and Data Analysis. For additional information about Digital Fusion visit http://www.digitalfusion.com. About Marshall Space Flight Center The Marshall Space Flight Center in Huntsville, Alabama is one of NASA's largest and most diversified installations. The Marshall Center has been a key contributor to numerous significant NASA programs during the Agency's 45-plus-year history--from the 1961 flight for the first U.S. astronaut into space, to the Apollo missions exploring the Moon, to development and operation of America's Space Shuttle fleet, and construction of and scientific discovery aboard the International Space Station. For additional information about Marshall Space Flight Center visit http://www.msfc.nasa.gov. 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., Huntsville Gary S. Ryan, 256-837-2620 gryan@digitalfusion.com -----END PRIVACY-ENHANCED MESSAGE-----