-----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, GxOgKKBg5PRBfl+mfZkVFOxiGndxy2t/pNERP0cYlmGhlCXovUsrEFg/Q14ImnH6 +VccgVfoKUGZZrNaI/IJBQ== 0000901309-03-000149.txt : 20030424 0000901309-03-000149.hdr.sgml : 20030424 20030423185916 ACCESSION NUMBER: 0000901309-03-000149 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030407 FILED AS OF DATE: 20030424 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: HOOVER WILLIAM C CENTRAL INDEX KEY: 0001228401 RELATIONSHIP: OFFICER FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: 8903 GEORGETOWN PIKE CITY: MCLEAN STATE: VA ZIP: 22102-1006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMICS RESEARCH CORP CENTRAL INDEX KEY: 0000030822 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042211809 STATE OF INCORPORATION: MA FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-02479 FILM NUMBER: 03660917 BUSINESS ADDRESS: STREET 1: 60 FRONTAGE ROAD CITY: ANDOVER STATE: MA ZIP: 01810-5498 BUSINESS PHONE: 9784759090 MAIL ADDRESS: STREET 1: 60 FRONTAGE ROAD CITY: ANDOVER STATE: MA ZIP: 01810-5498 3 1 hoover.htm FORM 3 Form 3
FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

    OMB APPROVAL
OMB Number: 3235-0104
Expires:  January 31, 2005

 

(Print or Type Responses)

Estimated average burden
hours per response. . . .0.5
1. Name and Address of Reporting Person*



           Hoover            William          C.
2. Date of Event
Requiring Statement (Month/Day/Year)

4/7/03

4. Issuer Name and Ticker or Trading Symbol
         

  Dynamics Research Corporation (DRCO)

(Last)             (First)            (Middle)

  8903    Georgetown    Pike
I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

5. Relationship of Reporting Person(s) to Issuer
                      (Check all applicable)
[_]  Director                       [_]  10% Owner
[X]  Officer (give Below)    [_]   Other (specify title below)




President and Chief Operating Officer
6. If Amendment, Date of Original (Month/Year)
(Street)


       McLean       VA    22102-1006
7. Individual or Joint/Group Filing
(Check Applicable Line)
[X]  Form filed by One Reporting Person
[_] Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I — Non-Derivative Securities Beneficially Owned
1. Title of Security
(Instr.4)
2.Amount of Securities
Beneficially Owned
(Instr. 4)

3. Ownership Form:
Direct (D) or
Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock $.10 par value 14,815 (D)  
         
         
         
        
        
        

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).


Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently vaild OMB Number. (Over)
SEC1473 (7-02)


FORM 3 (continued)
Table II — Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
 
1.Title of Derivative Security
(Instr.4)
2. Date Exer-
cisable and
Expiration
Date
(Month/Day/Year)
3. Title and Amount of Securities UnderlyingDerivative Security(Instr. 4)
4. Conver-
sion or
Exercise
Price of
Deri
-vative
Security
5. Owner-
ship
Form of
Deriv-
ative
Security:
Direct (D) or
Indirect (I)
(Instr. 5)
6. Nature of Indirect
Beneficial Ownership (Instr. 5)
Date Exer-
cisable
Expira-
Date
Title
Amont
or
Number
of
Shares
Stock Options (1) Common Stock  100,000  $12.14 (D)         
                   
                   
                   
                   
                     

Explanation of Responses: (1) The options will vest one-third on the first anniversary of employment and one-third on each successive anniversary. The options shall expire 10 years from the date of grant.

 
                        
                      /s/ Richard A. Covel 
**Signature of Reporting Person
         Richard A. Covel
      Attorney-in-fact
4/18/03
Date

**


Note:

Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

File three copies of this Form, one of which must be manually signed.If space provided is insufficient,
see
Instruction 6 for procedure.

 
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.
Page 2


EX-24 2 hoover-poa.htm POA Form 3



POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, THAT THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS EACH OF RICHARD COVEL AND DAVID KELEHER, SIGNING SINGLY, THE UNDERSIGNED’S TRUE AND LAWFUL ATTORNEY-IN-FACT TO:

        (1)        execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director of Dynamics Research Corporation (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

        (2)        do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority, whether in paper format or electronically; and

        (3)        take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

        The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any 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 attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this 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.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 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 Power of Attorney to be executed as of this 15th day of April, 2003.

 

/s/ William C. Hoover
—————————————

 Signature

 WITNESS:

 /s/ Janet Melendez
——————————————
Signature

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