-----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, QNCPyQ4QQy8ZK+GNjMoP4btRO5kuKS0sxe7804YNUMxb4ZboyjBD48RiAfiD9kbP 6Rb3SsIlX+nIwzua4a1kew== 0001112451-05-000014.txt : 20050322 0001112451-05-000014.hdr.sgml : 20050322 20050322114903 ACCESSION NUMBER: 0001112451-05-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050322 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050322 DATE AS OF CHANGE: 20050322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANALEX CORP CENTRAL INDEX KEY: 0000044800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112120726 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31613 FILM NUMBER: 05695982 BUSINESS ADDRESS: STREET 1: 5904 RICHMOND HIGHWAY STREET 2: SUITE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22303 BUSINESS PHONE: 703-329-9400 MAIL ADDRESS: STREET 1: 5904 RICHMOND HIGHWAY STREET 2: SUITE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22303 FORMER COMPANY: FORMER CONFORMED NAME: HADRON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIORAD INC DATE OF NAME CHANGE: 19710304 8-K 1 form8k.txt FORM 8K EVENT DATE MARCH 22, 2005 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): March 22, 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 (Zip Code) executive 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 8.01 Other Events On March 22, 2005, Analex Corporation (the "Company" or "Analex") issued a press release announcing that it had entered into a non-binding letter of intent to acquire ComGlobal Systems, Incorporated, a software engineering and information technology firm primarily providing services to federal government agencies and organizations. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1 to this Form 8-K report. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Exhibit No. 99.1 Press Release dated March 22, 2005 announcing the letter of intent between Analex Corporation and ComGlobal Systems, Incorporated. 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: March 22, 2005 By: /s/ Ronald B. Alexander Ronald B. Alexander Senior Vice President and Chief Financial Officer EX-99 2 exh99.txt PRESS RELEASE DATED MARCH 22, 2005 NEWS RELEASE Release: IMMEDIATE For: ANALEX CORPORATION (Symbol: NLX) Contact: Amber Gordon (703) 329-9400 ANALEX ANNOUNCES LETTER OF INTENT TO ACQUIRE COMGLOBAL SYSTEMS Alexandria, VA, March 22, 2005 - Analex Corporation (Amex: NLX), a leading provider of mission-critical professional services to federal government clients, today announced it signed a non- binding letter of intent to acquire ComGlobal Systems, Incorporated, a software engineering and information technology firm primarily providing services to federal government agencies and organizations. Employee-owned ComGlobal Systems, Incorporated is a highly respected information technology company headquartered in San Diego, California. Providing custom software and systems engineering solutions, ComGlobal specializes in command, control, communications, computers and intelligence (C4I) programs for the military. Its largest customer is the U.S. Navy's Tomahawk Cruise Missile Program. With revenue of $39.5 million for the fiscal year ended June 30, 2004, ComGlobal has more than 200 employees, approximately 90% of whom hold security clearances. Last month, ComGlobal was named one of the "Best Companies to Work For in San Diego" by the San Diego Business Journal. In addition to headquarters and program support facilities in San Diego, ComGlobal has offices in San Jose, California; Las Vegas, Nevada; Pascagoula, Mississippi, Norfolk and Arlington, Virginia. "For more than a decade, ComGlobal has been a leading software developer for mission critical C4I and intelligence applications. Their software engineering and program management expertise, as well as their customer base, will be valuable strategic additions to Analex," stated Sterling Phillips, Analex's Chairman and CEO. "We are looking forward to welcoming all of ComGlobal's highly skilled employees to Analex," added Mr. Phillips. Consideration for the acquisition is expected to consist of $47 million in cash. Analex anticipates financing the transaction with a combination of senior bank debt and the Series B Convertible Preferred Stock facility, approved by stockholders at the Annual Stockholders' Meeting in September 2004. The letter of intent was signed in late December 2004 and it is anticipated that the transaction will be consummated within the next 30 days. The acquisition is subject to the completion of Analex's due diligence investigation, the execution of definitive agreements, the approval of the ComGlobal stockholders and other closing conditions. About Analex Analex (www.analex.com) specializes in providing intelligence, systems engineering and security services in support of our nation's security. Analex focuses on developing innovative technical approaches for the intelligence community, analyzing and supporting defense systems, designing, developing and testing aerospace systems and providing a full range of security support services to the U.S. government. Analex stock trades on the American Stock Exchange under the symbol NLX. Analex investor relations can be reached at amber.gordon@analex.com or 703-329- 9400 x311. PLEASE NOTE: Except for the historical information contained herein, this press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties. These forward-looking statements may be identified by reference to a future period by use of forward-looking terminology such as "anticipate," "expect," "could," "intend," "may" and other words of a similar nature. There are certain important factors and risks that could cause results to differ materially from those anticipated by the statements contained herein. Such factors and risks include business conditions and growth / consolidation in the government contracting, defense and intelligences arenas and in the economy in general. Competitive factors include the pressures toward consolidation of small government contracts into larger contracts awarded to major, multi-national corporations; and the Company's ability to continue to recruit and retain highly skilled technical, managerial and sales/marketing personnel. Other risks may be detailed from time to time in the Company's filings with the Securities and Exchange Commission. Analex undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----