-----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, A9U7QSHizt4Rno5Pe6fAnUH9XBUgx5u1mMeTlohYqx0HabcKETo7LzLUOcbfv3Oz /29MP9NNXC8baHw+cv0JOw== 0001157523-06-001472.txt : 20060214 0001157523-06-001472.hdr.sgml : 20060214 20060213191948 ACCESSION NUMBER: 0001157523-06-001472 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060207 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060213 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: 06605974 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 a5079770.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 February 7, 2006 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 (IRS Employer of Incorporation) File Number) 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 February 7, 2006, the Board of Directors for Digital Fusion, Inc., approved for execution a lease for office space (the "Lease") from Colonial Realty Limited Partnership (the "Landlord"). The Lease will become effective on March 1, 2006, and will expire after 66 months; there are no options for renewal. The Company plans to use the leased premises as its principal offices and headquarters. The Lease is a triple-net lease with the base rental increasing every six months for the first year an annually thereafter. The base rental due under the Lease is as follows: ===================================== ================================== Lease months monthly base rental ------------------------------------- ---------------------------------- 1-6 $23,236.12 ------------------------------------- ---------------------------------- 7-12 $35,044.62 ------------------------------------- ---------------------------------- 13-24 $35,851.77 ------------------------------------- ---------------------------------- 25-36 $36,573.84 ------------------------------------- ---------------------------------- 37-48 $37,295.98 ------------------------------------- ---------------------------------- 49-60 $38,039.35 ------------------------------------- ---------------------------------- 61-66 $38,803.96 ===================================== ================================== In addition to base rent, the Company will also be required to pay, on a monthly basis, certain operating expenses during the term of the Lease. The Company may not assign or sublet the leased premises without the prior written consent of the Landlord. The Lease may not be terminated without the mutual agreement of both parties. The foregoing summary of the Lease does not purport to be complete and is subject to, and qualified in its entirety by, reference to the text of the Lease. The full text of the Lease will be filed with the Company's next periodic report. Section 2 - Registrant's Business and Operations Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The Company has entered into the Lease described in Item 1.01 above. Section 5 - Corporate Governance and Management Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (a) Effective February 7, 2006, Roy Crippen, III, resigned as a director of the Company. Mr. Crippen's resignation was not due to any disagreement with the Company. A copy of Mr. Crippen's resignation letter is attached hereto as Exhibit 5.1 and incorporated herein by reference. A press release was issued on February 7, 2006, announcing Mr. Crippen's resignation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Section 9 - Financial Statements Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ----------- 5.1* Copy of Roy Crippen, III's, resignation letter dated February 7, 2006. 99.1* Press release dated February 8, 2006, 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 hereunto duly authorized. Dated: February 14, 2006 DIGITAL FUSION, INC. By: /s/ Elena I. Crosby ------------------------------------ Elena I. Crosby, Corporate Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5.1* Copy of Roy Crippen, III's, resignation letter dated February 7, 2006. 99.1* Press release dated February 8, 2006, issued by Digital Fusion, Inc. EX-5.1 2 a5079770ex5_1.txt EXHIBIT 5.1 Exhibit 5.1 Roy E. Crippen III 2317 Woodcliff Rd. Huntsville, AL 35801 February 7, 2006 Mr. Frank Libutti Chairman and CEO Digital Fusion, Inc. 4940-A Corporate Dr. Huntsville, AL 35805 Dear Frank: After six years of loyally serving shareholders on Digital Fusion's Board of Directors, I have come to the conclusion that it is time to end my tenure as a director. As such, I hereby formally resign from the Digital Fusion Board of Directors effective immediately. As a large shareholder, I hope for and I'm counting on your continued success. I would also like to take this opportunity to share with you and the board my thoughts on the important issue of re-listing our stock on a national stock exchange. I strongly believe, as do a significant number of Digital Fusion shareholders, that all shareholders will benefit greatly from re-listing our stock on a national exchange. Now that the company meets the qualification criteria of a least one national exchange, I believe it is time for you and the board to seriously start the planning process required for re-listing. I sincerely look forward to the day that the company is once again proudly traded on a legitimate and nationally recognized public stock exchange. Sincerely, /s/ Roy E. Crippen III Roy E. Crippen III cc: Digital Fusion BOD EX-99.1 3 a5079770ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Digital Fusion Announces Board of Director Resignation HUNTSVILLE, Ala.--(BUSINESS WIRE)--Feb. 8, 2006--Digital Fusion, Inc. (OTCBB:DIGF), an information technology ("IT") and engineering services provider, announced today that Roy E. Crippen, III has resigned from the board of directors, effective February 7, 2006. "On behalf of the Board and Company, I want to thank Roy for nearly seven years of contributions and service to the company as a member of the board. We wish Roy all the best in the future," said Lt. Gen. (Ret.) Frank Libutti, chairman of the board. "Digital Fusion is a great company and I wish all the people of Digital Fusion much success in the future," said Mr. Crippen. About Digital Fusion Digital Fusion, Inc., headquartered in Huntsville, Alabama, 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. CONTACT: Digital Fusion, Inc., Huntsville Elena Crosby, 256-837-2620 ir@digitalfusion.com -----END PRIVACY-ENHANCED MESSAGE-----