-----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, A9zCuQvJGfZou1uh/0Klt2px9/QFIArlB9sgZMXdIXq19ScIEGldc8n57kV934BQ Z8M3JvLmprL2bdaPw+loSg== 0001425226-10-000004.txt : 20100930 0001425226-10-000004.hdr.sgml : 20100930 20100930174508 ACCESSION NUMBER: 0001425226-10-000004 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100930 FILED AS OF DATE: 20100930 DATE AS OF CHANGE: 20100930 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEYW HOLDING CORP CENTRAL INDEX KEY: 0001487101 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 271594952 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1334 ASHTON ROAD, SUITE A CITY: HANOVER STATE: MD ZIP: 21076 BUSINESS PHONE: 443-270-5300 MAIL ADDRESS: STREET 1: 1334 ASHTON ROAD, SUITE A CITY: HANOVER STATE: MD ZIP: 21076 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEDANTA OPPORTUNITIES FUND, L.P. CENTRAL INDEX KEY: 0001425226 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34891 FILM NUMBER: 101100125 BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-710-5230 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: VEDANTA OPPORTUNITIES FUND LP DATE OF NAME CHANGE: 20080128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEDANTA PARTNERS, LLC CENTRAL INDEX KEY: 0001502216 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34891 FILM NUMBER: 101100123 BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-710-5220 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEDANTA ASSOCIATES, L.P. CENTRAL INDEX KEY: 0001502222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34891 FILM NUMBER: 101100124 BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-710-5220 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 primary_doc.xml PRIMARY DOCUMENT X0203 3 2010-09-30 0 0001487101 KEYW HOLDING CORP KEYW 0001425226 VEDANTA OPPORTUNITIES FUND, L.P. 540 MADISON AVENUE 38TH FLOOR NEW YORK NY 10022 0 0 1 0 0001502222 VEDANTA ASSOCIATES, L.P. 540 MADISON AVENUE, 38TH FLOOR NEW YORK NY 10022 0 0 1 0 0001502216 VEDANTA PARTNERS, LLC 540 MADISON AVENUE, 38TH FLOOR NEW YORK NY 10022 0 0 1 0 Common stock, par value $0.001 1272728 D Warrants to purchase common stock 5.5 2009-05-31 2016-05-29 Common stock 636364 D Warrants to purchase common stock 9.25 2010-03-19 2017-03-19 Common stock 60000 D The shares shown as beneficially owned are held by Vedanta Opportunities Fund, L.P. ("VOF"). Vedanta Associates, LP (the "GP") is the sole general partner of VOF. Vedanta Partners, LLC (the "UGP") is the sole general partner of the GP. Voting and investment power with respect to the shares held by VOF is exercised typically by consensus (but at minimum by the majority vote) of a six person investment committee composed of Messrs. Howard Goldstein, Michael Patterson, Alessandro Piol, Lawrence Posner, Shrikant Sathe, and Parag Saxena. The composition of the investment committee is ultimately controlled by Messrs. Saxena and Piol, and, as such, each may be deemed to have beneficial ownership of the shares held by VOF. Each of the GP, UGP and Messrs. Goldstein, Patterson, Piol, Posner, Sathe and Saxena disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. Exhibit List === Exhibit 24 - Power of Attorneys /s/ Sarah E. Roberts as Attorney-in-Fact for Vedanta Opportunities Fund, L.P. 2010-09-30 /s/ Sarah E. Roberts as Attorney-in-Fact for Vedanta Associates, L.P. 2010-09-30 /s/ Sarah E. Roberts as Attorney-in-Fact for Vedanta Partners, LLC 2010-09-30 EX-24 2 vof-poa.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Kimberly J. DeChello and Sarah E. Roberts the undersigned's true and lawful Attorneys-in-Fact to: (1) execute for and on the behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934, as amended, and the rules thereunder, relating to the securities of The KEYW Holding Corporation, a Maryland corporation (the "Company"); (2) do, execute and perform any other act, matter or thing whatsoever that in the opinion of any of the Attorneys-in-Fact ought to be done, executed or performed in the performance of the foregoing powers set forth in Item (1); and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such Attorneys-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned hereby grants to each of the Attorneys-in-Fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorneys-in-Fact, or such Attorneys-in-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing Attorneys-in-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file in accordance with Section 16 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-in-Fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 21st day of September, 2010. Vedanta Opportunities Fund, L.P. By: Vedanta Associates, LP, its general partner By: Vedanta Partners, LLC, its general partner By: /s/ Parag Saxena ================ Parag Saxena CEO EX-24 3 va-poa.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Kimberly J. DeChello and Sarah E. Roberts the undersigned's true and lawful Attorneys-in-Fact to: (1) execute for and on the behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934, as amended, and the rules thereunder, relating to the securities of The KEYW Holding Corporation, a Maryland corporation (the "Company"); (2) do, execute and perform any other act, matter or thing whatsoever that in the opinion of any of the Attorneys-in-Fact ought to be done, executed or performed in the performance of the foregoing powers set forth in Item (1); and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such Attorneys-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned hereby grants to each of the Attorneys-in-Fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorneys-in-Fact, or such Attorneys-in-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing Attorneys-in-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file in accordance with Section 16 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-in-Fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 27th day of September, 2010. /s/ Parag Saxena ================ Vedanta Associates, LP Printed Name: Parag Saxena ============ CEO EX-24 4 vp-poa.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Kimberly J. DeChello and Sarah E. Roberts the undersigned's true and lawful Attorneys-in-Fact to: (1) execute for and on the behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934, as amended, and the rules thereunder, relating to the securities of The KEYW Holding Corporation, a Maryland corporation (the "Company"); (2) do, execute and perform any other act, matter or thing whatsoever that in the opinion of any of the Attorneys-in-Fact ought to be done, executed or performed in the performance of the foregoing powers set forth in Item (1); and (3) take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such Attorneys-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned hereby grants to each of the Attorneys-in-Fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorneys-in-Fact, or such Attorneys-in-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing Attorneys-in-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file in accordance with Section 16 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-in-Fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 27th day of September, 2010. /s/ Parag Saxena ================ Vedanta Partners, LLC Printed Name: Parag Saxena ============ CEO -----END PRIVACY-ENHANCED MESSAGE-----