-----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, LA4Y7ol3u3mePRsDkmTtANL8oyL3ndxdDuZ2fZVhtbmS5f2Blt9pVfmieTbc+XI+ JgE1oUSkmy2Ohqa+FfjVwA== 0001193125-06-139467.txt : 20060629 0001193125-06-139467.hdr.sgml : 20060629 20060629163704 ACCESSION NUMBER: 0001193125-06-139467 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 EFFECTIVENESS DATE: 20060629 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-113401 FILM NUMBER: 06934271 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 S-8 POS 1 ds8pos.htm POST-EFFECTIVE AMENDMENT #1 TO FORM S-8 POST-EFFECTIVE AMENDMENT #1 TO FORM S-8

As filed with the Securities and Exchange Commission on June 29, 2006

Registration No. 333-113401


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

 


REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


Anteon International Corporation

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware   13-3880755
(State of Incorporation)   (IRS Employer Identification No.)

c/o General Dynamics Corporation

2941 Fairview Park Road

Falls Church, VA 22042

(703) 876-3000

(Address of Principal Executive Offices)

 


Anteon International Corporation

Employee Stock Purchase Plan

(Full Title of the Plan)

 


David A. Savner

Vice President

Anteon International Corporation

c/o General Dynamics Corporation

2941 Fairview Park Road

Falls Church, VA 22042

(703) 876-3000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

 


This Post-Effective Amendment to Registration Statement No. 333-113401 shall become effectively automatically upon the date of filing in accordance with Rules 456 and 464 promulgated under the Securities Act of 1933, as amended.

 



Recent Events - Deregistration

This Post-Effective Amendment relates to the Registration Statement on Form S-8 (333-113401) filed by Anteon International Corporation (the “Company”) with the Securities and Exchange Commission on March 8, 2004 (the “Registration Statement”) which registered 1,200,000 shares of Company common stock, par value $.01 (the “Securities”) relating to the Company’s Employee Stock Purchase Plan (the “Plan”). The Company has issued 103,399 Securities under this Registration Statement.

The Company, General Dynamics Corporation (“General Dynamics”) and Avenger Acquisition Corporation (“Merger Sub”) entered into an Agreement and Plan of Merger dated December 13, 2005 (the “Merger Agreement”) pursuant to which, among other things, the Company would be merged with and into Merger Sub, an indirect, wholly-owned subsidiary of General Dynamics, and all outstanding shares of Company common stock that were issued and outstanding immediately prior to the effective time of the merger (other than shares of Company common stock owned by the Company, General Dynamics or Merger Sub or any of their respective subsidiaries and other than dissenting shares), together with any associated rights under the Company’s rights agreement, would be cancelled and automatically converted into the right to receive per share of Company common stock an amount in cash equal to $55.50, without interest, less any required withholding taxes (these actions being collectively referred to as the “Merger”).

On March 3, 2006, the Company held a special meeting of stockholders at which the stockholders adopted the Merger Agreement and the transactions contemplated thereby. On June 8, 2006, the Merger closed in accordance with the terms of the Merger Agreement.

As a result of the Merger, which was consummated on June 8, 2006, the Company has terminated all offerings of its common stock and other securities, including the Securities, pursuant to its existing registration statements, including the Registration Statement. In accordance with the foregoing, the Company hereby removes from registration all the Securities under the Registration Statement which remain unissued and unsold as of the date hereof.


SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that is has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and the Registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Falls Church, State of Virginia, on June 29, 2006.

 

ANTEON INTERNATIONAL CORPORATION
By:  

/s/ Gerard J. DeMuro

  Gerard J. DeMuro
  President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed by the following persons in the capacities indicated on June 29, 2006.

 

/s/ Gerard J. DeMuro

Gerard J. DeMuro
Director and President

/s/ David A. Savner

David A. Savner
Director

/s/ David H. Fogg

David H. Fogg
Treasurer (Principal Financial
Officer and Principal Accounting Officer)
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