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

Date of Report (Date of earliest event reported): June 30, 2010

DynCorp International LLC

(Exact name of registrant as specified in its charter)

Delaware	333–127343	52–2287126
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3190 Fairview Park Drive, Suite 700, Falls Church, Virginia	22042
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (571) 722-0210

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:

¨ 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 June 30, 2010, DynCorp International LLC (“DynCorp International”), the wholly-owned operating subsidiary of DynCorp International Inc. (“DI”), issued a press release announcing the extension of the expiration time for its previously announced cash tender offer and consent solicitation for any and all outstanding $376,219,000 aggregate principal amount of 9.5% Senior Subordinated Notes due 2013 (CUSIP No. 23326BAB0) of DynCorp International and DIV Capital Corporation. The expiration time for the cash tender offer and consent solicitation has been extended from midnight, New York City time, on July 2, 2010, to 8:00 a.m., New York City time, on July 7, 2010, unless further extended in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement, dated June 7, 2010. The expiration time for the cash tender offer and consent solicitation is also the date on which the previously announced merger of DI with and into Delta Tucker Sub, Inc., an entity created on behalf of affiliated funds and/or managed accounts of Cerberus Capital Management L.P., is scheduled to close.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release, dated June 30, 2010.

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.

	DynCorp International LLC
Date: June 30, 2010	/s/ Michael J. Thorne
	Name:	Michael J. Thorne
	Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

DynCorp International LLC Extends the Cash Tender Offer

and Consent Solicitation for its 9.5% Senior Subordinated Notes

FALLS CHURCH, Va.— June 30, 2010 (Business Wire)— DynCorp International LLC (“DynCorp International”), the wholly-owned operating subsidiary of DynCorp International Inc. (“DI”), (NYSE: DCP), announced today the extension of the expiration time for the previously announced cash tender offer and consent solicitation for any and all outstanding $376,219,000 aggregate principal amount of 9.5% Senior Subordinated Notes due 2013 (CUSIP No. 23326BAB0) (the “Notes”) of DynCorp International and DIV Capital Corporation. The expiration time for the cash tender offer and consent solicitation has been extended from midnight, New York City time, on July 2, 2010, to 8:00 a.m., New York City time, on July 7, 2010, unless further extended in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement, dated June 7, 2010. The expiration time for the cash tender offer and consent solicitation is also the date on which the previously announced merger of DI with and into Delta Tucker Sub, Inc., an entity created on behalf of affiliated funds and/or managed accounts of Cerberus Capital Management L.P., is scheduled to close.

Except for the extension described above, all of the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 7, 2010 and related Consent and Letter of Transmittal with respect to the Notes (collectively, the “Offer Documents”) remain unchanged. As of 5:00 p.m., New York City time, on June 28, 2010, $374,219,000 principal amount, or approximately 99.5%, of the Notes had been tendered.

DynCorp International’s tender offer is subject to the conditions set forth in the Offer Documents including, among other things, the consummation of the Merger. However, completion of the tender offer and consent solicitation is not a condition to completion of the Merger.

DynCorp International has retained Citi and BofA Merrill Lynch to act as dealer managers in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Citi at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-9217 (collect). Copies of the Offer Documents and other related documents may be obtained from MacKenzie Partners, Inc., the information agent and depositary for the tender offer and consent solicitation, at (800) 322-2885 (toll free) or (212) 929-5500 (collect).

The tender offer and consent solicitation are being made solely pursuant to the Offer Documents, which set forth the complete terms of the tender offer and consent solicitation.

Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of DynCorp International, DI or DIV Capital Corporation. It also is not a solicitation of consents to the proposed amendments to the indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About DynCorp International Inc.

DynCorp International Inc., through its wholly-owned subsidiary DynCorp International LLC, is a global government services provider in support of U.S. national security and foreign policy objectives, delivering support solutions for defense, diplomacy, and international development. DI operates major programs in logistics, platform support, contingency operations, and training and mentoring to reinforce security, community stability, and the rule of law. DI is headquartered in Falls Church, Va. For more information, visit www.dyn-intl.com.

Forward-Looking Statements

Certain statements made in this announcement may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the expectations of management with respect to revenue and profitability. All of these forward-looking statements are based on estimates and assumptions made by DI’s management that, although believed by DI to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, and technological factors outside of DI’s control that may cause its business, strategy or actual results or events to differ materially from the statements made herein. These risks and uncertainties may include, but are not limited to, the following: DI’s proposed Merger; the future impact of acquisitions; the success of current or future joint ventures or teaming agreements; our substantial level of indebtedness; the outcome of any material litigation, government investigation or other regulatory matters; policy and/or spending changes implemented by the Obama administration; termination or modification of key U.S. government contracts; changes in the demand for services DI provides; pursuit of new commercial business in the U.S. and abroad; activities of competitors including bid protests; changes in significant operating expenses; changes in availability of or cost of capital; general political, economic and business conditions in the U.S. and abroad; acts of war or terrorist activities; variations in performance of financial markets; the inherent difficulties of estimating future contract revenue; changes in anticipated revenue from indefinite delivery, indefinite quantity contracts; changes in expected percentages of future revenue represented by fixed-price and time-and-materials contracts; outcome of any significant litigation, including, but not limited to, the shareholder lawsuits filed in connection with the Merger; and other risks detailed from time to time in DI’s reports filed with the SEC, including DI’s definitive proxy statement, which was filed on May 17, 2010, and DI’s Annual Report on Form 10-K, which was filed on June 4, 2010. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. DI’s actual results could differ materially from those contained in the forward-looking statements. DI undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

SOURCE: DynCorp International

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DynCorp International

Ashley Burke, (703) 462-7116

Senior Director of Media Communications

Ashley.Burke@dyn-intl.com

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