8-K

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): April 6, 2007

ManTech International Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-49604	22-1852179
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12015 Lee Jackson Highway, Fairfax, VA	22033
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 218-6000

(Former name or former address, 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 (see General Instruction A.2.):

¨ 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 1.01 Entry into a Material Definitive Agreement

On April 6, 2007, ManTech entered into an Agreement and Plan of Merger (“Merger Agreement”) with SRS Technologies (“SRS”), certain shareholders of SRS, Quicksilver Acquisition Corp., a newly formed and wholly owned subsidiary of ours (“Merger Sub”), and certain persons acting as a representative for the shareholders of SRS (“Shareholder Representative”). The Merger Agreement provides for the merger of Merger Sub with and into SRS, with SRS continuing as the surviving corporation and our wholly owned subsidiary (the “Merger”).

On April 9, 2007, we issued a press release announcing that we had entered into the Merger Agreement. The press release is attached hereto as Exhibit 99.1.

Description of Material Terms of Merger Agreement

Under the terms of the Merger Agreement, we will acquire all of the outstanding equity interests in SRS (a privately-held company) for a purchase price of $195 million in cash (the “Purchase Price”). A portion of the Purchase Price will be used to pay for certain transaction costs incurred by SRS in connection with the Merger. The Purchase Price is subject to adjustment based on the calculation of SRS’ working capital on the closing date.

Approximately $36 million of the Purchase Price will be placed into escrow to satisfy potential indemnification obligations of the Company and its shareholders, and to satisfy potential expenses of the Shareholder Representative. The escrow term will be for a period of 3 years, subject to potential distributions of portions of the escrowed amount after the end of the first and second year.

SRS has made customary representations and warranties in the Merger Agreement. Additionally, SRS has agreed to certain customary covenants and agreements, including (among others) that

• The Board of SRS will call a special meeting of the SRS shareholders to consider the Merger Agreement and the Merger, and will recommend that the SRS shareholders adopt the Merger Agreement and approve of the Merger; and

• SRS will not solicit, encourage or initiate the submission of proposals relating to alternate business combination transactions, and will not participate in any discussions pertaining thereto.

Consummation of the Merger is subject to customary closing conditions, including (among others)

• Expiration of the applicable Hart-Scott-Rodino waiting period;

• The absence of any injunction or order prohibiting the closing;

• The accuracy of representations and warranties (subject to an overall material adverse effect qualification);

• The compliance with all agreements, covenants and obligations contained in the Merger Agreement (subject to a materiality qualification for compliance with certain select covenants); and

• The absence of a material adverse change to SRS’s business or financial condition.

The Merger Agreement contains customary termination provisions. In the event the Merger Agreement is terminated, the parties generally shall be responsible for their respective costs and expenses. However, if the termination of the Merger Agreement is the result of an intentional breach (a willful and knowing breach), then the party who has committed the intentional breach will remain liable for (and the non-breaching party shall be entitled to recover) damages, losses costs and expenses incurred or suffered by the non-breaching party.

The Board of Directors of each of ManTech and SRS has unanimously approved the Merger. Concurrently with entering into the Merger Agreement, certain shareholders of SRS (who collectively own over 85% of SRS stock) entered into voting agreements with ManTech pursuant to which they agreed to vote their shares of SRS for the adoption and approval of the Merger Agreement, and against any alternate transaction.

We expect the Merger to close in the second quarter of 2007.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	ManTech International Corporation Press Release, dated April 9, 2007, announcing the execution of the Merger Agreement.

SIGNATURES

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.

		ManTech International Corporation
Date: April 9, 2007	By:	/s/ Kevin M. Phillips
		Kevin M. Phillips
		Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For additional information contact:

Joseph Cormier	Mark Root
Vice President, Corporate Development	Executive Director, Corporate Communications
703-218-8258	703-218-8397; cell: 571-259-1169
joe.cormier@mantech.com	mark.root@mantech.com

ManTech to Acquire SRS Technologies, Inc., a Mission-Focused Intelligence, Defense and Homeland Security Firm

Largest Acquisition in ManTech’s History

• Extends ManTech’s presence in the high-end National Security marketplace by providing enhanced capabilities in C4ISR, systems engineering, modeling and simulation, and other advanced technology services and solutions.

• SRS’s long term customer relationships dating back as much as 30 years enhances and extends ManTech’s presence in the Department of Homeland Security, Missile Defense Agency, National Reconnaissance Office, National Geospatial-Intelligence Agency, and other Department of Defense agencies.

• Highly-cleared and highly-educated workforce of over 800 employees—75% with security clearances and more than 40% at Top Secret or higher levels. Over 45% have Master’s Degree and above.

FAIRFAX, Va.—(BUSINESS WIRE)—April 9, 2007: ManTech International Corporation (Nasdaq:MANT), has signed a definitive agreement to acquire SRS Technologies, Inc. (SRS). SRS is a provider of high-end, mission-critical, advanced technology systems engineering and Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) services and solutions. Their largest customers include the Department of Homeland Security (DHS), the U.S. Air Force, the National Reconnaissance Office (NRO), the National Geospatial-Intelligence Agency (NGA), the Missile Defense Agency (MDA) and the Defense Advanced Research Projects Agency (DARPA). The transaction is expected to be accretive to ManTech's earnings per share in late 2007.

Headquartered in Newport Beach, CA and founded in 1970, SRS is a privately-held company with specialized domain knowledge in the areas of space-based radar and communications; chemical, biological, conventional and nuclear weapons detection and defeat programs; imagery intelligence; and aeronautic, space and information systems development. More than 85 percent of its revenue is derived from the Department of Defense, Intelligence Community and the Department of Homeland Security. SRS is well positioned in its markets with over $750 million in backlog as of March 2, 2007. The Company expects to deliver over $175 million in revenue in FY 2007, which ends in August 2007, with solid operating margins and strong growth prospects into 2008 and beyond.

"This acquisition is consistent with ManTech's growth strategy to broaden our footprint in the high-end intelligence, homeland security and defense markets," said George J. Pedersen, Chairman and CEO, ManTech International Corporation. "SRS is an outstanding company with a proven track record of strong growth, profitability and excellence in supporting their customers. Their long-term relationships with the DoD, the intelligence community and special agencies such as DARPA, MDA, DIA and other classified customers provides new opportunities for ManTech.”

Sandy Sandhu, Chairman & CEO, SRS Technologies, Inc. said, "Our unique capabilities and focus on leading-edge innovation creates great synergy with ManTech's expertise. Joining with ManTech provides expanded professional development opportunities for SRS and ManTech employees and will allow both companies to provide our customers with more robust and comprehensive solutions. Additionally, we are delighted to join ManTech because they share our high ethical standards, our track record of superior performance and our devotion to supporting the customer’s mission – no matter how complex or challenging.”

Robert A. Coleman, President and COO, ManTech International Corporation said, "The SRS acquisition deepens our position as a leading player in the national security marketplace. This is the largest acquisition we have made since going public in 2002 and it continues our trend of purchasing excellent companies in the mission-critical, advanced-technology, DOD, Intelligence Community and homeland security arena. SRS provides us access to new markets in national defense agencies which we believe will continue to play a leading role in counter-terrorism and homeland security initiatives. Lastly, SRS’ customers will now have the ability to obtain support in over 40 countries around the world."

The acquisition is subject to various closing conditions and approvals, including approval under the Hart-Scott-Rodino Act, and is expected to be completed during the second quarter 2007.

ManTech will discuss the effects of the acquisition on ManTech’s guidance estimates during its first quarter 2007 conference call scheduled for May 1, 2007.

About ManTech International Corporation:

Headquartered in Fairfax, Virginia, ManTech International Corporation is a leading provider of innovative technologies and solutions for mission-critical national security programs for the Intelligence Community; the Departments of Defense, State, Homeland Security, and Justice; the Space Community; and other U.S. federal government customers. ManTech’s expertise includes systems engineering, systems integration, technology and software development, enterprise security architecture, information assurance, intelligence operations support, network and critical infrastructure protection, information technology, communications integration and engineering support. The company supports the advanced telecommunications systems that are used in Operation Iraqi Freedom and in other parts of the world; provides the physical and cyber security to protect U.S. embassies all over the world; has developed a secure, collaborative communications system for the U.S. Department of Homeland Security; and builds and maintains secure databases that track terrorists. With approximately 5,600 highly qualified employees, the company operates in the United States and over 40 countries worldwide. In 2005, Red Herring magazine selected ManTech as one of its Small Cap 100 Companies; and in 2006, Business 2.0 magazine named ManTech one of its 100 Fastest Growing Technology Companies. Additional information on ManTech can be found at www.mantech.com.

Forward-Looking Information:

Statements and assumptions made in this press release, which do not address historical facts, constitute "forward-looking" statements that ManTech believes to be within the definition in the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties, many of which are outside of our control. Words such as "may,” "will,” "intends,” "should,” "expects,” "plans,” "projects,” "anticipates,” "believes,” "estimates,” "predicts,” "potential,” "continue,” or "opportunity," or the negative of these terms or words of similar import are intended to identify forward-looking statements.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: adverse changes in U.S. government spending priorities;; failure to successfully integrate recently acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions; failure to retain existing U.S. government contracts, win new contracts, or win recompetes; adverse results of U.S. government audits of our government contracts; risk of contract performance or termination; adverse changes in our mix of contract types; failure to obtain option awards, task orders or funding under contracts;; failure to identify, execute or effectively integrate future acquisitions; risks associated with complex U.S. government procurement laws and regulations; and competition. These and other risk factors are more fully discussed in the section entitled "Risks Factors " in ManTech's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2007, and, from time to time, in ManTech's other filings with the Securities and Exchange Commission, including among others, its reports on Form 10-Q.

The forward-looking statements included in this news release are only made as of the date of this news release and ManTech undertakes no obligation to publicly update any of the forward-looking statements made herein, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.