-----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, Awq/eXwDRKbtXSw4nWUUTrXyWmcdnuxTimbbUWhVZI4l/zNzFvti5U+Vl6fhRdLW sL5XMcHMWkwUZsP51JUTkQ== 0000950142-06-000418.txt : 20060303 0000950142-06-000418.hdr.sgml : 20060303 20060303172520 ACCESSION NUMBER: 0000950142-06-000418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060303 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060303 DATE AS OF CHANGE: 20060303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTEON INTERNATIONAL CORP CENTRAL INDEX KEY: 0001163842 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 133880755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31258 FILM NUMBER: 06665129 BUSINESS ADDRESS: STREET 1: 3211 JERMANTOWNE ROAD STREET 2: SUITE 700 CITY: FAIRFAX STATE: VA ZIP: 22030-2801 BUSINESS PHONE: (703) 246-0200 MAIL ADDRESS: STREET 1: 3211 JERMANTOWN ROAD STREET 2: SUITE 700 CITY: FAIRFAX STATE: VA ZIP: 22030-2801 FORMER COMPANY: FORMER CONFORMED NAME: AZIMUTH TECHNOLOGIES INC DATE OF NAME CHANGE: 20011219 8-K 1 form8k_030306.txt CURRENT REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 3, 2006 ------------------------- ANTEON INTERNATIONAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-84835 13-3880755 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3211 JERMANTOWN ROAD, SUITE 700 FAIRFAX, VIRGINIA 22030-2801 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (703) 246-0200 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| 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)) ================================================================================ ITEM 8.01. OTHER EVENTS On March 3, 2006, Anteon International Corporation held a special meeting of its stockholders in connection with its planned merger with an indirect, wholly-owned subsidiary of General Dynamics Corporation. At the special meeting, the stockholders voted in favor of a proposal to adopt the Agreement and Plan of Merger, dated as of December 13, 2005, among General Dynamics, Avenger Acquisition Corporation, an indirect, wholly-owned subsidiary of General Dynamics, and Anteon, and to approve the merger of Avenger with and into Anteon. Pursuant to the terms of the merger agreement, holders of Anteon common stock will receive $55.50 in cash for each share of Anteon common stock they own at the closing of the transaction. As previously announced, Anteon expects the transaction to close by the end of the second quarter of 2006. A copy of the press release issued by Anteon on March 3, 2006 announcing the results of the special meeting is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press release dated March 3, 2006 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. ANTEON INTERNATIONAL CORPORATION By: /s/ Curtis L. Schehr ----------------------------- Curtis L. Schehr Senior Vice President, General Counsel and Secretary Date: March 3, 2006 2 EX-99 2 ex99-1form8k_030306.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ [GRAPHIC OMITTED] [LOGO - ANTEON INTERNATIONAL] NEWS FOR IMMEDIATE RELEASE Contacts: PRESS Mark Meudt (703) 246-0525 mmeudt@anteon.com INVESTORS Paul Cooksey (703) 246-0521 pcooksey@anteon.com ANTEON STOCKHOLDERS APPROVE SALE TO GENERAL DYNAMICS FAIRFAX, VA, MARCH 3, 2006 - Anteon International Corporation (NYSE: ANT), announced that, at a special meeting of the stockholders held today, the stockholders of the company voted in favor of the proposed acquisition of the company by General Dynamics Corporation (NYSE: GD). Of the 73% of outstanding Anteon shares voted, approximately 98% were cast in favor. Pursuant to the terms of the merger agreement, holders of Anteon common stock will receive $55.50 in cash for each share of Anteon common stock they own at the closing of the transaction. As previously announced, Anteon anticipates that the transaction will close no later than the end of the second quarter of 2006. ABOUT ANTEON Anteon, headquartered in Fairfax, Virginia, is a leading information technology company serving the U.S. Federal government and international customers. Anteon designs, integrates, maintains, and upgrades state-of-the-art systems for national defense, intelligence, homeland security, and other high priority government missions. Anteon provides numerous government clients with the systems integration, strategy and program management, systems engineering, operations services, and simulation and training skills necessary to manage the development and operations of their mission critical systems. The Company was founded in 1976 and currently employs over 9,500 employees in more than 100 offices worldwide. Anteon consistently ranks among the top information technology integrators based on independent surveys, and has been named to the FORBES LIST OF THE 400 BEST BIG COMPANIES IN 2006, earning distinction on the Forbes Platinum List. Anteon is listed on the STANDARDS & POOR'S MIDCAP 400 INDEX. For more information, visit WWW.ANTEON.COM. CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS Statements herein regarding the proposed transaction between Anteon International Corporation and General Dynamics Corporation, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about Anteon International Corporation management's future expectations constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Anteon International Corporation's management and are subject to significant risks and uncertainties. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to obtain governmental approvals of the transaction on the proposed terms and schedule and the failure of Anteon International Corporation stockholders to approve the transaction. Additional factors that may affect future results are contained in Anteon International Corporation's filings with the Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2004, which are available at the SEC's Web site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and Anteon International Corporation disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date hereof. IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC In connection with the proposed transaction, Anteon International Corporation has filed a definitive Proxy Statement with the SEC and has mailed such final Proxy Statement to its stockholders. INVESTORS AND SECURITY HOLDERS OF ANTEON INTERNATIONAL CORPORATION ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ANTEON INTERNATIONAL CORPORATION, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders of Anteon International Corporation may obtain copies of the Proxy Statement, as well as other filings with the SEC that may be incorporated by reference into such documents, containing information about Anteon International Corporation, without charge, at the SEC's Internet site (http://www.sec.gov). These documents may also be obtained for free from Anteon International Corporation by directing a request to Anteon International Corporation, Investor Relations, 3211 Jermantown Road, Fairfax, Virginia 22030-2801 or at Anteon International Corporation's Investor Relations page on its corporate website at www.anteon.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----