10-K/A 1 a05-7177_110ka.htm 10-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10–K/A

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2004

 

Commission File Number:     0–19394

 

GTSI CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

54–1248422

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

3901 Stonecroft Boulevard, Chantilly, VA

 

20151-1010

(Address of principal executive offices)

 

(Zip Code)

 

 

 

703–502–2000

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to section 12(b) of the Act:  None

 

Securities registered pursuant to section 12(g) of the Act:   Common Stock, par value $0.005 per share

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        YES  ý       NO  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
YES  
ý       NO  o

 

The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of June 30, 2004 was $98,698,256.

 

The number of shares outstanding of the registrant’s common stock on March 1, 2005 was 8,988,143.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K are incorporated by reference to GTSI’s proxy statement filed with the Securities and Exchange Commission on March 28, 2005 in connection with the Annual Meeting of Stockholders to be held on April 21, 2005.

 

 



 

PART III

 

ITEM 10.                                              DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

The information required by this Item is incorporated by reference to the sections of the Registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 21, 2005 (the “Proxy Statement”) entitled “Proposal 1 - Election of Directors,” “Executive Officers,” “Common Stock Ownership of Principal Stockholders and Management,” “Code of Ethics,” “Audit Fees,” and “Report of the Audit Committee of the Board.”  The Proxy Statement will be filed with the Commission within 120 days after December 31, 2004.

 

ITEM 11.                                              EXECUTIVE COMPENSATION

 

The information required by this Item is incorporated by reference to the sections of the Proxy Statement entitled “Executive Officers,” “Executive Compensation and Other Information,” and “Compensation Committee Report on Executive Compensation.”

 

ITEM 12.                                              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT

 

The information required by this Item is incorporated by reference to the section of the Proxy Statement entitled “Common Stock Ownership of Principal Stockholders and Management.”

 

ITEM 13.                                              CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

The information required by this Item is incorporated by reference to the sections of the Proxy Statement entitled “Proposal 1 - Election of Directors,” “Continuing Directors,” “Board of Directors, Committees, and Corporate Governance,” “Proposal 2 – Amendment of the 1996 Stock Option Plan,” “Executive Compensation and Other Information,” and “Certain Relationships and Related Transactions.”

 

ITEM 14.                                              PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The information required by this Item is incorporated by reference to the sections of the Proxy Statement entitled “Report of the Audit Committee of the Board” and “Audit Fees.”

 

ITEM  15.                                           EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES, AND REPORTS ON FORM 8-K:

 

Exhibits

 

Exhibit 32 is filed as part of this Annual Report on Form 10-K/A.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on April 5, 2005 on its behalf by the undersigned thereunto duly authorized.

 

 

GTSI CORP.

 

 

 

By:

/s/ M. DENDY YOUNG

 

 

Dendy Young

 

Chairman and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on April 5, 2005 by the following persons on behalf of the registrant and in the capacities indicated.

 

/s/ M. DENDY YOUNG

 

M. Dendy Young

Chairman and Chief Executive Officer

(Principal Executive Officer)

 

/s/ THOMAS A. MUTRYN

 

Thomas A. Mutryn

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

 

/s/ THOMAS HEWITT

 

Thomas Hewitt

Director

 

/s/ LEE JOHNSON

 

Lee Johnson

Director

 

/s/ JOSEPH KEITH KELLOGG

 

Joseph Keith Kellogg

Director

 

/s/ STEVEN KELMAN

 

Steven Kelman

Director

 

/s/ JAMES J. LETO

 

James J. Leto

Director

 

/s/ BARRY REISIG

 

Barry Reisig

Director

 

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/s/ LAWRENCE J. SCHOENBERG

 

Lawrence J. Schoenberg

Director

 

/s/ JOHN M. TOUPS

 

John M. Toups

Director

 

/s/ DANIEL R. YOUNG

 

Daniel R. Young

Director

 

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