-----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, F7oyRP20yVLI27gLleKHEhHzhujvr07elJsoIGIQPv34fke5tjCP6z1EYzkp9pxC azKW4UJruX/rO75kqeQyew== 0001157523-05-009206.txt : 20051026 0001157523-05-009206.hdr.sgml : 20051026 20051026132427 ACCESSION NUMBER: 0001157523-05-009206 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051020 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051026 DATE AS OF CHANGE: 20051026 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: 051156455 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 a5004890.txt DIGITAL FUSION INC., 8-K 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 October 20, 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. Stacey Rock's Employment Agreement On October 20, 2005 the Company entered into an employment agreement (the "Agreement") with Stacey Rock (the "Executive") pursuant to which the Company has retained the Executive to serve as Vice President of Advanced Technology of the Company. The following summary is qualified in its entirety by reference to the text of the Agreement. The Executive's term of employment shall be for a period of two years commencing on October 20, 2005, unless terminated earlier pursuant to the terms of the Agreement. Under the terms of the Agreement, the Executive will receive annual compensation of no less than $150,000 and participate in the Company's Executive Incentive Plan. Subject to the terms and conditions of the Executive Incentive Plan, the Company will grant to the Executive an option to purchase 70,000 shares of the Company's common stock of which 23,400 shares will vest immediately and the remainder will vest subject to certain performance-based criteria structured by the Board of Directors. The exercise price shall be determined on the effective date of the grant. The Company will provide for the Executive's participation in the medical, dental, vision, life and disability insurance programs maintained by the Company for its employees. The Agreement also provides for the payment by the Company to the Executive severance payments equal to 6 months of the Executive's base salary at the time of termination plus any accrued and unpaid incentive bonus upon a voluntary termination of employment for "good reason," an involuntary termination of employment without "good cause," or a voluntary termination of employment following a reduction in the Executive's duties or title. Following such a termination of employment, the Executive will receive (i) all benefits that have vested under the terms of the Agreement, and (ii) health care coverage continuation rights under COBRA. Upon, or up to one year after, a change of control if the Executive's employment with the Company is terminated for any reason other than his death, disability or legal incapacity, the Executive shall be entitled to an amount up one-half of his annual base salary plus any other accrued and upaid amounts. This change of control payment may be made in a lump sum or in equal monthly installments at the election of the Executive. In the event the Executive terminates his employment for other than "good reason," or the Company terminates the Executive's employment for "cause," the Executive shall not be entitled to receive any salary or other compensation or other benefits for any period after such termination. However, following such a termination of employment, the Executive will receive (i) all benefits that have vested under the terms of the Agreement, and (ii) health care coverage continuation rights under COBRA. The Agreement and all benefits provided under the Agreement will terminate immediately upon the death of the Executive, provided that the Executive's heirs and estate will receive all benefits that have vested under any written term of plan, and the Executive's dependents will receive health care coverage continuation rights under COBRA. The Agreement contains restrictive covenants which prohibit the Executive from (i) associating with a business that is competitive with any line of business of the Company for which the Executive provided services during the term of the Executive's employment, without the Company's consent and (ii) soliciting the Company's agents and employees during the term of the Executive's employment and for a period of one year following any termination of employment. Omer Stephen Brown's Employment Agreement On October 20, 2005 the Company entered into an employment agreement (the "Agreement") with Omer Stephen Brown (the "Executive") pursuant to which the Company has retained the Executive to serve as Vice President of Acquisition and Business Services of the Company. The following summary is qualified in its entirety by reference to the text of the Agreement. The Executive's term of employment shall be for a period of two years commencing on October 20, 2005, unless terminated earlier pursuant to the terms of the Agreement. Under the terms of the Agreement, the Executive will receive annual compensation of no less than $111,800 and participate in the Company's Executive Incentive Plan. Subject to the terms and conditions of the Executive Incentive Plan, the Company will grant to the Executive an option to purchase 25,000 shares of the Company's common stock of which will vest one-third (1/3) on the first, second and third anniversaries of the grant date. Additionally, the Company will grant to Executive an option to purchase 10,000 shares of the Company's common stock, one-third (1/3) of which will vest for every $2 Million in revenue above the Company's performance baseline of 43 Level of Efforts (LOE). The exercise price shall be determined on the effective date of the grants. The Company will provide for the Executive's participation in the medical, dental, vision, life and disability insurance programs maintained by the Company for its employees. The Agreement also provides for the payment by the Company to the Executive severance payments equal to 6 months of the Executive's base salary at the time of termination plus any accrued and unpaid incentive bonus upon a voluntary termination of employment for "good reason," an involuntary termination of employment without "good cause," or a voluntary termination of employment following a reduction in the Executive's duties or title. Following such a termination of employment, the Executive will receive (i) all benefits that have vested under the terms of the Agreement, and (ii) health care coverage continuation rights under COBRA. Upon, or up to one year after, a change of control if the Executive's employment with the Company is terminated for any reason other than his death, disability or legal incapacity, the Executive shall be entitled to an amount up one-half of his annual base salary plus any other accrued and upaid amounts. This change of control payment may be made in a lump sum or in equal monthly installments at the election of the Executive. In the event the Executive terminates his employment for other than "good reason," or the Company terminates the Executive's employment for "cause," the Executive shall not be entitled to receive any salary or other compensation or other benefits for any period after such termination. However, following such a termination of employment, the Executive will receive (i) all benefits that have vested under the terms of the Agreement, and (ii) health care coverage continuation rights under COBRA. The Agreement and all benefits provided under the Agreement will terminate immediately upon the death of the Executive, provided that the Executive's heirs and estate will receive all benefits that have vested under any written term of plan, and the Executive's dependents will receive health care coverage continuation rights under COBRA. The Agreement contains restrictive covenants which prohibit the Executive from (i) associating with a business that is competitive with any line of business of the Company for which the Executive provided services during the term of the Executive's employment, without the Company's consent and (ii) soliciting the Company's agents and employees during the term of the Executive's employment and for a period of one year following any termination of employment. Section 5 - Corporate Governance and Management Item 5.02(c) Appointment of Certain New Officers Stacey Rock Promoted to Vice President of Advanced Technology (1) As described in Item 1.01 above, Stacey Rock was promoted to Vice President of Advanced Technology of the Company, effective October 20, 2005. (2) Mr. Rock joined Digital Fusion in October 2004 as the director of Advanced Technology for Engineering Services. He has over 15 years experience in the development and management of technology programs for the defense and aerospace industries, and holds a Bachelor's degree in Aerospace Engineering from Auburn University and a Master's degree in Aerospace Engineering from North Carolina State University. Prior to joining Digital Fusion, Mr. Rock was the director for Missile Technology at SYColeman, a subsidiary of L-3 Communications Corporation. Omer Stephen Brown Promoted to Vice President of Acquisition and Business Services (1) As described in Item 1.01 above, Omer Stephen Brown was promoted to Vice President of Acquisition and Business Services of the Company, effective October 20, 2005. (2) Mr. Brown joined the Company in June 2005 as the director of contracts. Prior to coming to Digital Fusion Mr. Brown served as Program Manager for Eagle Systems and Services Corp. providing Procurement Support Services to the Marshall Space Flight Center. Prior to Eagle Systems Mr. Brown held key Business and Acquisition roles such as, Deputy Program Manager/Business Manager at Cortez III Corp., Director of Business Operations at Aerojet and Director of Contracts and Acquisition at Boeing Computer Support Services. Section 7 - Regulation FD Disclosure On October 20, 2005, an interview with Frank Libutti (Chairman & CEO of Digital Fusion, Inc.) was presented online on the Wallstreet Reporter (www.wallstreetreporter.com), CEOCast (www.ceocast.com) and CEOCFO Interviews (www.ceocfointerviews.com). A transcript of the interview with Wallstreet Reporter is attached hereto as Exhibit 99.1. The CEOCFO Interviews and CEOCast were similar in nature. The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. Section 9 - Financial Statements Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ----------- 99.1* Transcript of CEO interview presented online at www.wallstreetreporter.com, www.ceocast.com and www.ceocfointerviews.com. * 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 hereunto duly authorized. Dated: October 26, 2005 DIGITAL FUSION, INC. By: /s/ Elena I. Crosby ------------------------------------------- Elena I. Crosby, Corporate Secretary EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1* Transcript of CEO interview presented online at www.wallstreetreporter.com, www.ceocast.com and www.ceocfointerviews.com. * Filed herewith. EX-99.1 2 a5004890ex99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 TRANSCRIPT OF INTERVIEW WITH WALLSTREET REPORTER October 20, 2005 - "Good day from Wallstreet" this is Robert Moneteleone, Senior Analyst with the The Wallstreet Reporter and today the company in focus is, Digital Fusion Inc. Digital Fusion Inc. trades over the counter on the bulletin board with the ticker DIGF and joining us on the line today is Mr. Frank Libutti. He is the Chairman and Chief Executive Officer at Digital Fusion Inc. Monteleone: "Good Morning, General Libutti" and thank you for joining us - ----------- today at the Wallstreet Reporter. Libutti: "Good Morning to you sir", I am honored to be with you. - -------- Monteleone: Let's begin with an overview of where Digital Fusion stands - ----------- today, your products offerings in the market you're currently serving. Frank: "Well again", I appreciate the opportunity to share this with - ------ you. I'm very proud and feel privileged to be in the position I am in. I have been here now as CEO and Chairman, a little over a month. In the broadest sense of how I describe the company, is in three broad areas of divisions: "The Information of Technology", "Research and Engineering", and "Modeling and Simulation". We have approximately a hundred eighty employees on board. We are at this point a Huntsville centric, Army centric company and part of my vision is to maintain that very important relationship with the Huntsville community. But also to expand our business opportunities beyond the Army to look rest of DOD, and the other services Department Homeland Security, and also look at geographic areas we may want to invest our efforts in, in terms of bringing new business to the company. Monteleone: "Thanks for sharing that brief liquid", would you outline for us - ----------- some of the short term objectives, and "Congratulations on your new position". Libutti: "Thank you", I reviewed last week a draft business plan. I have - -------- an off-site schedule for the next week an a half with my senior leadership, and the purpose of that off-site, is to refine the business plan which goes out to 2008. It's to identify and again, validates specific objectives in terms where we want to go with the company, in all aspects of what makes the company tick. From our recruiting effort, our marketing effort, raising the bar in terms of other business opportunities as well as, insuring that we are doing the right thing for our shareholders and for our executives as well as, for our troops in the trench line. Monteleone: In working to establish your footprint within the company, with - ----------- your customers, and just as importantly as you said, with the shareholders. "What are some of the things you will be looking to do in order to establish those footprints"? Libutti: We will do our homework; we will look at the market place, we`ll - -------- take a very hard a diligent look at the opportunities to partner with other organizations, including other small businesses. We will continue to review that which is advertised by the government, in term of opportunities contracts and awards, and we will compete aggressively. What I have tried to do in the last thirty days or so is to create, what I call my "Approach Plan" to creating again, what I would call the "Digital Fusion Family" or "Team". That's to be user friendly to the employees and to be accessible to them. I have an open door policy across the company. We are looking at establishing various employee feed back groups, which will meet with me quarterly. I am sending out a monthly newsletter to the employees, and also quarterly update to shareholders, and also to have a quarterly financial review. That will be presented to me by our senior executives and including the next level down supervisors, so I get a good handle on where we are going and what we' re doing. But I see the future as a very bright business flow and opportunities is all up. We do not have any serious debt problems, we just recently were rewarded a NASA contract, which is about a $48.7, $48.75 million for a five year period. It was the largest, first large prime Digital Fusion contract that the company has teamed, and again I am very upbeat and positive about where we are going. Not just because of the trends, but to reiterate my point, but because I am convinced that we have a solid team and the reputation in Huntsville is superb, and I want to take that, and look at other geographic areas in the southwest of the country, and up north of where we are. So again, I am very sanguine about where we are and where we are going. Monteleone: "Very good" and "General", perhaps you will expand on your very - ----------- impressive background, and follow up by telling us about the current management team that you have in place on the board. Libutti: We have superb members on our board, a few former military folks - -------- retired generals. We have a gentleman or two from this area who supports us with background and financial expertise. It is a pleasure for me to join my fellow board members, because they bring great energy, vision, and intensity in terms of moving forward. We have several investors, old friends over the last couple of years, who are in the Washington, DC area as well. Again, I am pleased as I can be with the composition of our board the team itself here in Huntsville, across the board are experts in there fields. We have eight to ten Ph D's, many with Master degrees, and Advance degrees in the specific disciplines, I shared with you earlier, and then we've got, "Have what I call them troops". The workers who come to the game everyday, work hard they are diligent in all things, and my job of course, is to create an atmosphere that for them gives them a great sense of job satisfaction, and brings them back the next day. Monteleone: Now very interesting to note, that with this team and the - ----------- recently award NASA contract, "Is this type of business that we can expect more of"? Libutti: We will look very hard at expanding our business in the - -------- government sector, that's correct. Again, it's not just the Army, although we want to hold that close to our hearts and appreciate all that and expand on that, including expanding on it locally. But I want to take it our disciplines, and opportunities across the board to other members of the defense community, the "Department of Homeland Security", including the "Coastguard", and see where we have the right match, the right common ground. Where we can work with our customer base, or soon to be potential customer base. That is new customers, and chat with them about what they need, and then work with them to develope the kind of service that will help them, in there mission. We are a service company, not per says a product company and again, that has been our core confidences across the information "Research Engineering and Modeling Simulation arenas" that I have shared with you already. Monteleone: "General", in a "general way", "excuse me", as investors consider - ----------- "Digital Fusion" what are some of the mile stones in a broad way, that they should look for in the during the next 12 to 18 months? Libutti: Well if you're looking, if you're asking me, what are the mile - -------- stones in terms measure of effectiveness. I can say broadly speaking, it's the revenue that is generated by the efforts to develop new business; it's the value of the share on the market. It is the expanse of our work force, and also the development of business, outside the Huntsville area. I mean, you know the bottom line, is that in terms of the what we call the, and you know this, the "EBITA", that is what we look for, over all growth. Monteleone: "And General" in closing, you obviously see this opportunity as - ----------- exciting, and you look forward to, it sounds you look forward, to coming to work everyday. How do you envision the company evolving in the next couple of years? Libutti: I think I pretty much outline that for you, maybe in summary, I - -------- would just say that we are a small business company with a great heart, and that which represents our heart, are our work force, our secret weapon are our employees. The opportunities I believe particularly in this time, where we're facing lots of challenges in my old line of work against terrorist attacks. But as well with just, in simple terms forcing the efforts within this country to be more secure. We're part of that broader defense posture, in terms of what I think, we can do in our little small area of the world to make a difference, and that is what we intend to do. Make a difference in support of the community, make a difference terms of support for the defense department, and the security of our country, and where it's appropriate we will go back into the commercial side and support that as well. We very much interested in partnering, either as a sub or a prime and we will look for every opportunity to do that. Monteleone: Well certainly a very interesting and compelling story, and - ----------- "thank you" for your taking the position, you have. Libutti: "My pleasure, I thank you". - -------- Monteleone: It was a pleasure speaking with you today and "Congratulations", - ----------- and "We wish you the best of luck in your new position". Libutti: "Thank you, sir", "Thanks a million". - -------- Monteleone: "You're welcome". - ----------- Libutti: "Yup, right". - -------- Monteleone: Our audience can learn more about "Digital Fusion Inc.", - ----------- www.digitalfusion.com. The company trades over the counter on the bulletin board with ticker DGIF our guest today has been "Mr. Frank Libutti", he is the Chairman and CEO of "Digital Fusion , Inc". I'm "Robert Monteleone" with "The Wallstreet Reporter", "Thank you, for joining us", and "Have a nice day". -----END PRIVACY-ENHANCED MESSAGE-----