-----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, Cr8IRqChGK65+BOgPqcNzSS9Kk5p5bH1ItGgndb1iGJ4iuMmWiVQX5RgQ5NdHUmv W6Ezve3YsChXlEa4sQjHQw== 0001157523-06-004279.txt : 20060428 0001157523-06-004279.hdr.sgml : 20060428 20060427182533 ACCESSION NUMBER: 0001157523-06-004279 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060424 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: Financial Statements and Exhibits FILED AS OF DATE: 20060428 DATE AS OF CHANGE: 20060427 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: 06786585 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 a5135231.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 April 24, 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 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. Maria A. Sepulveda's Employment Agreement On April 24, 2006 the Company entered into an employment agreement (the "Agreement") with Maria A. Sepulveda (the "Executive") pursuant to which the Company has retained the Executive to serve as Executive Vice President of Northeast Region, effective May 1, 2006. 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 May 1, 2006, 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 $80,000 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 180,000 shares of the Company's common stock of which 40,000 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 12 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 unpaid 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. James DeBroux's Employment Agreement On April 24, 2006 the Company entered into an employment agreement (the "Agreement") with James DeBroux (the "Executive") pursuant to which the Company has retained the Executive to serve as Vice President of the Washington D.C. Business Unit, effective May 1, 2006. 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 May 1, 2006, 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 $145,000 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 120,000 shares of the Company's common stock of which 26,667 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 unpaid 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 Maria A. Sepulveda Appointed Executive Vice President, Northeast Region - ----------------------------------------------------------------------- (1) As described in Item 1.01 above, Maria A. Sepulveda was appointed to Executive Vice President, Northeast Region effective May 1, 2006. On April 25, 2006, Digital Fusion issued a press release announcing the appointment of Ms. Sepulveda as the Company's new Executive Vice President for the Northeast Region. The press release is attached to this Form 8-K as Exhibit 99.1. James DeBroux Appointed Vice President, Washington, D.C. Business Unit - ---------------------------------------------------------------------- (1) As described in Item 1.01 above, James DeBroux was appointed to Vice President of the Washington, D.C. Business Unit of the Company, effective May 1, 2006. On April 25, 2006, the Company issued a press release announcing the appointment of Mr. DeBroux as the Company's new Vice President for the Washington, D.C. Business Unit. The press release is attached to this Form 8-K as Exhibit 99.1. Section 9 - Financial Statements Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 99.1* Press release dated April 25, 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: April 27, 2006 DIGITAL FUSION, INC. By: /s/ Elena I. Crosby ------------------------------------ Elena I. Crosby, Corporate Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1* Press release dated April 25, 2006, issued by Digital Fusion, Inc. *Filed herewith. EX-99.1 2 a5135231ex991.txt DIGITAL FUSION, INC. EXHIBIT 99.1 Exhibit 99.1 Digital Fusion Announces Two Additions to its Executive Team; Government Contracting Veterans Join Digital Fusion to Lead Northeast Region Business Development HUNTSVILLE, Ala.--(BUSINESS WIRE)--April 25, 2006--Digital Fusion, Inc. (OTCBB:DIGF), an information technology ("IT"), research and engineering, and acquisition and business support services provider, today announced the addition of two new executives to its team, Ms. Maria A. (Toni) Sepulveda as executive vice president of the northeast region and Mr. James DeBroux as vice president of the Washington D.C. business unit, effective May 1st. Ms. Sepulveda brings more than 25 years of experience in program management, finance and operations supporting various elements of the Army Staff, other government agencies and commercial customers. Ms. Sepulveda is a recognized expert in the areas of strategic communications, high-level analysis, and compelling presentations. Prior to joining Digital Fusion, Ms. Sepulveda was senior associate to the president for customer relations at SYColeman Corporation, who was recently acquired by L-3 Communications, and held various other management positions including vice president and general manager. "Being a part of the Digital Fusion team is a challenge come true," Ms. Sepulveda said. "With strong innovative leadership and technology, I can't think of anywhere else I'd rather be." Mr. DeBroux, who similarly joins Digital Fusion from SYColeman Corporation, brings with him extensive experience in business development, technology assessment, strategic planning personnel, operations and administration. With more than 30 years of experience, Mr. DeBroux was previously director of business development and group director for business operations for SYColeman. "I am excited by the prospect of what Digital Fusion is building and to be part of something this big," said Mr. DeBroux. Ms. Sepulveda and Mr. DeBroux's appointment is part of Digital Fusion's strategy to put in place an experienced, first class team of federal contracting industry experts. Under the direction of Digital Fusion's President, Gary S. Ryan, Sepulveda and DeBroux are part of a growing team that is focusing on business development. "With the addition of Toni and Jim, we continue to build a powerful executive team," said Frank Libutti, chief executive officer. "Their decades of success with industry leaders will be invaluable as Digital Fusion continues to gain momentum." "We are very pleased to be adding such seasoned executives to our team - they both have strong operating experience in executing aggressive business development plans and will be critical to the success of expansion to the northeast region," said Gary Ryan, president, "Toni has a well-earned reputation as someone who can make things happen and Jim brings a blend of executive management experience and technical expertise." About Digital Fusion Digital Fusion, Inc., headquartered in Huntsville, Alabama, is an information technology, research and engineering, and acquisition and business support services company that helps its customers make the most of technology to meet their business needs. Digital Fusion provides state-of-the-art solutions to both government and commercial customers. Digital Fusion's core competencies are focused in the following broad areas: Application Development, Architecture and Security; Network Security; Data Management and Business Intelligence; System Migration and Integration; Sensor Systems Development and Analysis; Aerodynamic Design, Analysis, and Support; Thermal-Structural Modeling; Test and Evaluation; Systems Engineering; Modeling and Simulation; Control System Design and Analysis; Mechanical Design and Analysis; and Program Management Support. 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., Huntsville Investor Relations: Elena Crosby, 256-837-2620 ir@digitalfusion.com -----END PRIVACY-ENHANCED MESSAGE-----