-----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, GTQeaVyDpD87wd90RE7qDNG2fKcUYPhh2KIJZK4Zdg3VUMfd3r3nHs33sgmpPQd9 dDCtKI1tTszfwBsbF2XH2Q== 0001005477-07-001978.txt : 20070316 0001005477-07-001978.hdr.sgml : 20070316 20070316215809 ACCESSION NUMBER: 0001005477-07-001978 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070314 FILED AS OF DATE: 20070316 DATE AS OF CHANGE: 20070316 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANALEX CORP CENTRAL INDEX KEY: 0000044800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112120726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1206 BUSINESS ADDRESS: STREET 1: 2677 PROSPERITY AVENUE STREET 2: SUITE 400 CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 703-852-4000 MAIL ADDRESS: STREET 1: 2677 PROSPERITY AVENUE STREET 2: SUITE 400 CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: HADRON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIORAD INC DATE OF NAME CHANGE: 19710304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALE MARTIN M JR CENTRAL INDEX KEY: 0001272935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31613 FILM NUMBER: 07701772 BUSINESS ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2034292200 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POCH GERALD A CENTRAL INDEX KEY: 0001144383 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31613 FILM NUMBER: 07701773 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001071955 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31613 FILM NUMBER: 07701774 BUSINESS ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2034292200 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER NAME: FORMER CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ DATE OF NAME CHANGE: 19981118 4 1 edgar123.xml FORM 4 X0202 4 2007-03-14 1 0000044800 ANALEX CORP NLX 0001071955 PEQUOT CAPITAL MANAGEMENT INC 500 NYALA FARM ROAD WESTPORT CT 06880 0 0 0 1 See Footnote 6 0001144383 POCH GERALD A 500 NYALA FARM ROAD WESTPORT CT 06880 1 0 0 0 0001272935 HALE MARTIN M JR 500 NYALA FARM ROAD WESTPORT CT 06880 1 0 0 0 Common Stock 2007-03-14 4 C 0 15200393 0 A 15200393 I Investment Advisor Common Stock 2007-03-14 4 U 0 15200393 3.7 D 0 I Investment Advisor Warrant (Right-to-buy) 0 2007-03-14 4 A 0 12211 0 A Common Stock 12211 12211 I Investment Advisor Warrant (Right-to-buy) 0 2007-03-14 4 U 0 12211 0 D Common Stock 12211 0 I Investment Advisor Warrant (Right-to-buy) 4.32 2007-03-14 4 U 0 250000 0 D 2014-05-28 Common Stock 250000 0 I Investment Advisor Warrant (Right-to-buy) 4.29 2007-03-14 4 U 0 535714 0 D 2005-04-01 2015-04-01 Common Stock 535714 0 I Investment Advisor Series A Preferred Stock 2.23 2007-03-14 4 C 0 11271822 2.23 D Common Stock 11271822 0 I Investment Advisor Series B Preferred Stock 2.80 2007-03-14 4 C 0 3928571 2.8 D Common Stock 3928571 0 I Investment Advisor Warrant (Right-to-buy) 3.28 2007-03-14 4 U 0 2242152 0.42 D 2003-12-09 2013-12-09 Common Stock 2242152 0 I Investment Advisor Pequot Capital Management, Inc. ("Pequot") is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 and has voting and investment power with respect to securities in its clients' accounts. Pequot disclaims any obligation to file this report, and this report shall not be deemed an admission that Pequot is subject to Section 16 with respect to the Issuer of such securities. Gerald A. Poch is an employee of Pequot and serves on the Board of Directors of the Issuer and each disclaim beneficial ownership of these securities except to the extent of their pecuniary interest. Pequot disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Pequot is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such securities. The Warrant (Right-to-buy) may be exercised by the Reporting Person, in whole or in part at any time following the Stockholder Approval and from time to time, by the surrender of the Warrants (together with a duly executed notice of exercise) at the principal office of the Company. Pursuant to (a) an Agreement and Plan of Merger among the Issuer, QinetiQ North America Operations, LLC ("Parent") and Apollo Merger Sub Inc. ("Merger Sub"), dated January 20, 2007 (the "Merger Agreement") and (b) a Conversion, Tender and Voting Agreement among Parent, Merger Sub, the Reporting Person, other investors and the Issuer, dated as of January 20, 2007 (the "Tender/Voting Agreement"), among other things, (i) the Merger Sub offered (the "Offer") to purchase all of the Issuer's issued and outstanding shares of common stock, par value $0.02 per share (the "Common Stock"), which Offer closed at midnight on March 12, 2007 (the "Expiration Date") and (ii) the Merger Sub merged with and into the Issuer on March 14, 2007 (the effective time of such merger, the "Effective Time"). The Reporting Person originally acquired 6,726,457 shares of the Issuer's Series A convertible preferred stock, (the "Series A Convertible Preferred Stock") on December 3, 2003, an additional 3,321,707 shares of the Issuer's Series A Convertible Preferred Stock were acquired pursuant to the terms of a Convertible Note also purchased on December 3, 2003 (the "Convertible Note"). All of the Reporting Person's shares of the Issuer's Series A Preferred Stock were convertible upon acquisition at the Reporting Person's sole option or upon the occurrence of such other events previously disclosed in the Reporting Person's Form 4 filed with the Securities and Exchange Commission on December 10, 2003. The amount of shares aquired or disposed includes shares accrued in the form of interest due on the Convertible Note between January 1, 2007 and March 12, 2007. The Reporting Person acquired 1,000,000 shares of the Issuer's Series B convertible preferred stock, (the "Series B Convertible Preferred Stock") on September 14, 2004 as previously disclosed in the Reporting Person's Form 4 filed with the Securities and Exchange Commission on September 17, 2004. An additional 2,678,571 shares of Series B Convertible Preferred Stock were acquired from the Issuer on April 1, 2005. All of the Reporting Person's shares of the Issuer's Series B Preferred Stock were convertible upon acquisition at the Reporting Person's sole option or upon the occurrence of such other events previously disclosed. Pursuant to the Tender/Voting Agreement and effective as of the Expiration Date, the Reporting Person's shares of the Issuer's Series A Convertible Preferred Stock were converted into 11,271,822 shares of the Issuer's Common Stock and the Reporting Person's shares of the Issuer's Series B Convertible Preferred Stock were converted into 3,928,571 shares of the Issuer?s Common Stock. Pursuant to the Merger Agreement and the Tender/Voting Agreement and as of the Expiration Date, the Reporting Person's 15,200,393 shares of the Issuer's Common Stock were tendered to the Merger Sub, and the Merger Sub accepted for payment such shares at $3.70 per share (the "Offer Price"). At the Effective Time, the Reporting Person's 15,200,393 shares of the Issuer's Common Stock were converted into the right to receive the Offer Price Pursuant to the Merger Agreement and the Tender/Voting Agreement and as of the Expiration Date, each of (a) the Reporting Person's warrant to purchase 250,000 shares of Common Stock for $4.32 per share (the "Initial Common Stock Warrant") and (b) the Reporting Person's detachable ten-year warrant to purchase 535,714 shares of the Issuer's Common Stock for $4.29 per share (the "Subsequent Common Stock Warrant") was converted into the right to receive cash from the Issuer in an amount equal to the product of (i) the excess of the Offer Price over the per share exercise price applicable to such warrant and (ii) the number of shares of the Issuer's Common Stock issuable pursuant to such warrant. As neither the Initial Common Stock Warrant's $4.32 per share exercise price nor the Subsequent Common Stock Warrant's $4.29 per share exercise price were in excess of the Offer Price, each of the Reporting Person's Initial Common Stock Warrant and Subsequent Common Stock Warrant were cancelled for no value. Represents additional warrants issued in respect of interest accrued on the Series A Convertible Note between January 1, 2007 and the Expiration Date. Pursuant to the terms of the Warrant, 1 warrant share became exercisable for every 5 shres of common stock issued or issuable upon conversion of the Series A Convertible Note. Aryeh Davis, GC & COO, Pequot Capital Management, Inc. 2007-03-16 Gerald A. Poch, Director (1) 2007-03-16 Martin M. Hale, Jr., Director (1) 2007-03-16 -----END PRIVACY-ENHANCED MESSAGE-----