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): November 15, 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 November 15, 2007, ManTech entered into an Agreement and Plan of Merger (“Merger Agreement”) with McDonald Bradley Inc. (“McDonald Bradley”), Spyglass Acquisition Corp., a newly formed and wholly owned subsidiary of ours (“Merger Sub”), and Kenneth Bartee, acting as a representative for the shareholders of McDonald Bradley (“Shareholder Representative”). The Merger Agreement provides for the merger of Merger Sub with and into McDonald Bradley, with McDonald Bradley continuing as the surviving corporation and our wholly owned subsidiary (the “Merger”).

On November 16, 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 McDonald Bradley (a privately-held company) for a purchase price of $76.5 million (the “Purchase Price”). The Purchase Price is subject to adjustment based on the calculation of McDonald Bradley’s net working capital as of the closing date.

Under the terms of the Merger Agreement, a portion of the Purchase Price will be placed into escrow to satisfy potential indemnification obligations of the Company, and to satisfy potential expenses of the Shareholder Representative. The escrow term will be for a period of sixteen months.

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

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

• McDonald Bradley 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 an overall material adverse effect qualification); and

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

The Merger Agreement contains customary termination provisions. In the event the Merger Agreement is terminated, the parties generally will be responsible for their respective costs and expenses. However, notwithstanding termination, the parties will generally remain liable for any breach of a covenant and any intentional breach of a representation or warranty that is contained in the Merger Agreement.

The Board of Directors of each of ManTech and McDonald Bradley has approved the Merger. Concurrently with entering into the Merger Agreement, certain shareholders of McDonald Bradley (who collectively own approximately 70% of McDonald Bradley stock) entered into voting agreements with ManTech pursuant to which they agreed to vote their shares of McDonald Bradley stock for the adoption and approval of the Merger Agreement, and against any alternate transaction.

We expect the Merger to close in December 2007.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	ManTech International Corporation Press Release, dated November 16, 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: November 16, 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 McDonald Bradley, Inc., a Secure Information Sharing and IT Solutions Provider

• Deepens ManTech’s penetration into Department of Defense, Intelligence and Homeland Security communities and expands presence into new markets

• Strengthens ManTech’s position as a leader in high-end, mission-critical information sharing and data interoperability programs, information assurance and Service Oriented Architectures

• Prime contractor on Department of Homeland Security’s EAGLE contract

FAIRFAX, Virgina, November 16, 2007 - ManTech International Corporation (Nasdaq:MANT) has signed a definitive agreement to acquire McDonald Bradley, Inc. (MBI) for $76.5 million in cash. MBI is a secure information sharing and IT solutions provider to the federal government with a focus on the Department of Defense (DOD), Intelligence Community and Homeland Security markets. Over 60 percent of the company’s revenue is derived from DOD, Intelligence and Homeland Security markets with the Defense Intelligence Agency (DIA) as their largest customer. Two-thirds of MBI’s 270 employees hold security clearances with 45 percent holding Top Secret level or above clearances. The transaction is expected to be accretive to ManTech’s earnings per share in 2008.

Headquartered in Herndon, VA and founded in 1985, MBI is a privately-held company and leading provider of high-end, mission-critical, technology-differentiated solutions primarily in the areas of Service Oriented Architectures, data interoperability and information assurance. The company is a prime contractor on the Department of Homeland Security’s (DHS) EAGLE contract and expects to deliver over $50 million in revenue in 2007, with strong operating margins and solid growth prospects into 2008 and beyond.

“MBI is in line with our M&A strategy and deepens our capabilities in the high-end defense, intelligence and homeland security markets and expands our presence into new markets,” said George J. Pedersen, Chairman and CEO, ManTech International Corporation. “MBI is a great company that will help us provide expanded technology solutions to our national security customer base.”

Ken Bartee, CEO and President, McDonald Bradley, Inc. said, “We are extremely excited to come together with ManTech as our cultures and focus on leading-edge technology solutions will enable our organizations to quickly create stronger in-roads into our customer sets. As important, ManTech provides continuity for our senior management team and expanded professional development opportunities for our employees. They also share our high ethical standards and track record of strong operating performance and our commitment to accomplishing the customer’s mission.”

Robert A. Coleman, President and COO, ManTech International Corporation said, “The MBI acquisition strengthens our position as a leading provider of secure information sharing and data interoperability solutions in the national security marketplace. We expect to see immediate benefits from our combined capabilities in the Intelligence Community and particularly DIA where we have worked as a team supporting some of their most important mission-critical programs. Additionally, MBI brings us a prime position on the DHS EAGLE contract and other new customers which is consistent with our strategic plan to broaden our business base into new agencies.”

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

ManTech will discuss the effects of the acquisition on its guidance estimates during the initial 2008 guidance conference call, which is targeted for mid-December 2007.

About ManTech International Corporation:

Headquartered in Fairfax, Virginia with approximately 7,000 professionals, 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; has developed a secure, collaborative communications system for the U.S. Department of Homeland Security; and builds and maintains secure databases that track terrorists. The Company operates in the United States and 42 countries. In 2007, ManTech was named one of Business 2.0 magazine’s 100 Fastest Growing Technology Companies for the second year in a row; to the Deloitte & Touche list of the 50 fastest growing technology companies in Virginia; and a GI Jobs magazine Top Ten Military Friendly Employer. 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.