SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PEQUOT CAPITAL MANAGEMENT INC

(Last)

(First)

(Middle)

500 NYALA FARM ROAD

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANALEX CORP [ NLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 1

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant (right to buy)⁽³⁾	$4.29⁽³⁾	04/01/2005		A		535,714⁽²⁾⁽³⁾		04/01/2005⁽³⁾	04/01/2015⁽³⁾	Common Stock⁽³⁾	535,714⁽²⁾⁽³⁾	⁽³⁾	535,714⁽²⁾⁽³⁾	I⁽²⁾	Investment Advisor⁽¹⁾
Series B Preferred Stock	$2.8⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	04/01/2005		A		2,142,857⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		04/01/2005⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	2,678,571⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	$3.5⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	3,142,857⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	I⁽²⁾	Investment Advisor⁽¹⁾

1. Name and Address of Reporting Person^*

PEQUOT CAPITAL MANAGEMENT INC

(Last)

(First)

(Middle)

500 NYALA FARM ROAD

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 1

1. Name and Address of Reporting Person^*

POCH GERALD A

(Last)

(First)

(Middle)

500 NYALA FARM ROAD

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

HALE MARTIN M JR

(Last)

(First)

(Middle)

500 NYALA FARM ROAD

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. Pequot Capital Management, Inc. ("Pequot") is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 and has voting and investment power with respect to securities in its clients' accounts. Pequot disclaims any obligation to file this report, and this report shall not be deemed an admission that Pequot is subject to Section 16 with respect to the Issuer of such securities. Gerald A. Poch and Martin M. Hale, Jr. are employees of Pequot and serve on the Board of Directors of the Issuer and each disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest.

2. Pequot disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Pequot is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such securities.

3. The Warrants are exercisable immediately at an exercise price per share of Common Stock that equals the price that reflects a twenty-five percent (25%) premium to the trailing average closing price of the Common Stock for the twenty (20) trading days immediately preceding April 1, 2005 (the "Subsequent Closing"). As of the Subsequent Closing date, the Warrants would be exercisable to purchase an additional 535,714 shares of Common Stock. The Warrants expire on April 1, 2015. The exercise price of the Warrants is subject to adjustment for stock splits, stock dividends and similar events. Cashless exercise is permitted.

4. Each holder of Series B Stock is entitled to convert Series B Stock for Common Stock, at the holder's option as follows: each share of Series B Preferred Stock shall be convertible into such number of fully paid and assessable shares of Common Stock as is obtained by (i) multiplying the number of shares of Series B Stock to be converted by the Series B Price and (ii) dividing the result by (1) the lowest of (A) $3.10 (B) the price that reflects a twenty percent (20%) discount to the trailing 20 day average closing price of the Company's Common Stock immediately preceding the earlier of (x) the date of the initial conversion of any notes or (y) the date of the initial issuance of the Series B Stock (the earlier of (x) or (y), the "Issue Date"), but not lower than $2.80 (if Stockholders Approval occurs during the continuance of certain events of defaults with respect to the Notes, the $2.80 floor will not be applicable), (see footnote 5)

5. Footnote 4 continued - or (C) the closing price of the Common Stock on the day immediately preceding the Issue Date or (2) if an adjustment of the conversion price, then by the conversion price as last adjusted. The date of conversion was September 15, 2004 and the conversion price has been determined to be $2.80.

6. The Reporting Person's shares of Series B Stock will be automatically converted into shares of Common Stock if at any time following eighteen months after September 15, 2004 (the "Issue Date"), the average closing price of the Common Stock for the immediately preceding twenty consecutive trading day period exceeds 2.5 times the Series B original issue price (as adjusted for certain dilutive equity issuances and for stock splits and similar events as provided in the Certificate of Designations, Powers, Preferences and Rights of the Series B Stock of the Issuer (the "Series B Certificate")).

7. In addition, the Reporting Person's shares of Series B Stock will automatically convert into shares of Common Stock if (i) the Reporting Person does not accept an offer by the Issuer, within sixty days of delivery of such offer, to purchase the Reporting Person's shares of the Series B Stock for at least 2.5 times the Series B original issue price (as adjusted for certain dilutive equity issuances and for stock splits and similar events as provided in the Series B Certificate) and (ii) upon the agreement of the holders of 75% of the shares of Series B Stock at the conversion price then in effect.

	Aryeh Davis, General Counsel	04/05/2005
	Gerald A. Poch, Director (1)	04/05/2005
	Martin M. Hale, Jr., Director (1)	04/05/2005
	** Signature of Reporting Person	Date
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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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