8-K 1 form8k.txt FORM 8K EVENT DATE 2/15/05 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): February 15, 2005 Analex Corporation (Exact name of registrant as specified in its charter) Delaware 0-5404 71-0869563 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 5904 Richmond Highway, Suite 300, Alexandria, VA 22303 (Address of principal executive (Zip Code) offices) (703) 329-9400 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Effective as of February 15, 2005, Joseph Keith Kellogg resigned from the Board of Directors of Analex Corporation ("Analex"). Mr. Kellogg resigned from Analex's Board because he believed a conflict of interest might arise in the future out of his recent appointment as the Executive Vice President of CACI International, Inc., another federal government contracting company in the defense industry. Mr. Kellogg has been a director of Analex since July 2004 and has been a member of the Nominating Committee and Governance Committee since September 2004. Mr. Kellogg's resignation was not the result of any disagreement with Analex on any matter relating to Analex's operations, policies or practices. SIGNATURE 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. ANALEX CORPORATION Date: February 17, 2005 By: /s/ Ronald B. Alexander Ronald B. Alexander Senior Vice President and Chief Financial Officer Exhibit 17.1 Letter from Mr. Kellogg received by Analex Corporation on February 15, 2005.