-----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, FJWRPgJu/l74AlWUY4iailXy2l8uK3BxljbJW7DGi6Llm6zv9oQnrSOjvk08uWyQ 7i6xBqMzII5G/YhBS5j57w== 0001181431-06-066328.txt : 20061129 0001181431-06-066328.hdr.sgml : 20061129 20061129120925 ACCESSION NUMBER: 0001181431-06-066328 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061127 FILED AS OF DATE: 20061129 DATE AS OF CHANGE: 20061129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEDERSEN GEORGE J CENTRAL INDEX KEY: 0001144426 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49604 FILM NUMBER: 061244270 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4170 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MANTECH INTERNATIONAL CORP CENTRAL INDEX KEY: 0000892537 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 221852179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12015 LEE JACKSON MEMORIAL HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22033-3300 BUSINESS PHONE: 703-218-6000 MAIL ADDRESS: STREET 1: 12015 LEE JACKSON MEMORIAL HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22033-3300 4 1 rrd137433.xml X0202 4 2006-11-27 0 0000892537 MANTECH INTERNATIONAL CORP MANT 0001144426 PEDERSEN GEORGE J 12015 LEE JACKSON HIGHWAY FAIRFAX VA 22033-3300 1 1 0 0 Chairman of the Board & CEO Class A Common Stock 2006-11-27 4 C 0 30400 A 30400 D Class A Common Stock 2006-11-27 5 G 0 16100 0 D 14300 D Class A Common Stock 2006-11-27 4 S 0 7150 35.39 D 7150 D Class A Common Stock 2006-11-28 4 S 0 7150 35.62 D 0 D Class B Common Stock 2006-11-27 4 C 0 30400 D Class A Common Stock 30400 15032643 D The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, and has no expiration date. On November 27, 2006, Mr. Pedersen converted 30,400 shares of his Class B Common Stock for 30,400 shares of Class A Common Stock. 14,356,912 shares of Class B Common Stock are held in the name of George J. Pedersen; 609,296 shares of Class B Common Stock are owned by the ManTech Supplemental Executive Retirement Plan for the benefit of Mr. Pedersen; 65,267 shares of Class B Common Stock are held by the ManTech Special Assistance Fund, Inc., a fund over which Mr. Pedersen has voting and investment control and as to which Mr. Pedersen disclaims beneficial ownership; and 1,168 shares of Class B Common Stock are held by Mr. Pedersen's spouse. Exhibit List: Exhibit 24: Power of Attorney /s/ Michael R. Putnam, by Power of Attorney 2006-11-29 EX-24. 2 rrd120735_136136.htm POWER OF ATTORNEY rrd120735_136136.html
EXHIBIT 24



POWER OF ATTORNEY



         	Known all by these present, that the undersigned hereby constitutes and appoints each of Michael R. Putnam and Jeffrey S. Brown, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney in fact to:


(1)	prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of ManTech International 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;

(3) 	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, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4)	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 5th day of April, 2005.



						/s/ George J. Pedersen

						_____________________

						Signature


						George J. Pedersen

		     				Print Name










-----END PRIVACY-ENHANCED MESSAGE-----