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 1, 2010

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.)

12105 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. below):

¨ 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 7.01 Regulation FD Disclosure

ManTech International Corporation (the “Company”) is furnishing, as Exhibit 99.1, summary historical condensed consolidated financial and other data for the fiscal years ended December 31, 2007, 2008 and 2009, and summary unaudited pro forma condensed consolidated financial and other data for the fiscal year ended December 31, 2009, which give effect to the Company’s acquisition of Sensor Technologies Inc. on January 15, 2010 as if it had occurred on January 1, 2009 or December 31, 2009, as applicable. This information is included in the preliminary offering memorandum to be distributed to investors in connection with the private offering of senior notes described under Item 8.01 of this Current Report on Form 8-K.

The information included in this Item 7.01, including Exhibit 99.1 referenced in Item 9.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

Item 8.01 Other Events

On April 1, 2010, the Company issued a press release announcing that it intends to offer, subject to market conditions, senior notes in a private offering that is exempt from the registration requirements of the Securities Act.

A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data
99.2	Press release of ManTech International Corporation, dated April 1, 2010

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 1, 2010	By:	/S/    MICHAEL R. PUTNAM
	Name:	Michael R. Putnam
	Title:	Senior VP – Corporate & Regulatory Affairs

EX-99.1

Exhibit 99.1

SUMMARY HISTORICAL AND PRO FORMA CONDENSED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth our summary historical consolidated financial data as of December 31, 2007, 2008, and 2009, which are derived from our audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2009, as well as our pro forma condensed combined financial data as of December 31, 2009. Our consolidated financial statements as of December 31, 2007, 2008 and 2009 and for the years then ended were audited by Deloitte & Touche LLP, an independent registered public accounting firm. Our historical results presented below are not necessarily indicative of the results to be expected for any future period.

The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2009 gives effect to the acquisition of Sensor Technologies Inc. (“STI”) as if it had occurred on January 1, 2009. The unaudited pro forma condensed combined balance sheet gives effect to the STI acquisition as if it had occurred on December 31, 2009. The unaudited pro forma condensed combined financial statements are derived from ManTech’s consolidated financial statements for the periods and dates indicated, and STI’s unaudited consolidated financial statements for the periods and dates indicated. Accordingly, the unaudited pro forma condensed combined financial information should not be considered illustrative of what our financial condition or results of operations would have been had the STI acquisition been completed on the date indicated, and does not purport to project our future financial condition and results of operations following the consummation of the STI acquisition. We therefore caution you not to place undue reliance on the unaudited pro forma condensed combined financial information.

SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA

	Fiscal Year Ended December 31,
	2007(1)			2008(2)			2009(3)			Pro Forma 2009(4)
	(dollars in thousands)
Consolidated Income Statement Data
Revenues	$	1,448,098		$	1,870,879		$	2,020,334		$	2,357,069	(5)
Cost of services		1,214,150			1,565,198			1,668,763			1,974,527	(5)
General and administrative expenses		120,244			152,323			172,492			187,462	(6)
Operating Income		113,704			153,358			179,079			195,080
Interest expense		(5,103	)		(3,978	)		(1,141	)		(5,294	)(7)
Interest income		1,261			812			215			279
Other income (expense), net		263			(233	)		355			355
Income from continuing operations before income taxes		110,125			149,959			178,508			190,420
Provision for income taxes		(42,798	)		(59,667	)		(66,744	)		(71,200	)(8)
Income from continuing operations		67,327			90,292			111,764			119,220
(Loss) gain from discontinued operations, net of taxes		(458	)		—			—			—
Gain on disposal of discontinued operation, net of taxes (sold to CEO)		338			—			—			—
Net income	$	67,207		$	90,292		$	111,764		$	119,220

	Fiscal Year Ended December 31,
	2007(1)			2008(2)			2009(3)			Pro Forma 2009(4)
	(dollars in thousands)
Consolidated Balance Sheet Data
Cash and cash equivalents	$	8,048		$	4,375		$	86,190		$	50,311	(7)(9)
Working capital		68,409			140,744			276,087			250,211	(7)(9)
Total assets		937,503			1,021,712			1,100,747			1,362,282	(6)(7)(9)
Total debt		165,000			44,100			—			200,000	(7)
Total shareholders’ equity		551,305			680,536			817,465			817,465	(9)
Consolidated Cash Flow Data
Net cash provided by (used in):
Operating activities	$	63,324		$	127,266		$	132,247
Investing activities		(275,286	)		(39,162	)		(20,014	)
Financing activities		178,500			(91,777	)		(30,418	)

(1) On December 18, 2007, we acquired McDonald Bradley, Inc. (MBI) for $78.9 million, which includes $0.4 million in transaction fees. MBI added $1.2 million in revenue to our 2007 results. For further information on acquisitions see Note 3 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2009.

On May 7, 2007, we acquired SRS Technologies (SRS) for $199.1 million, which includes $1.2 million in transaction fees. SRS added $139.1 million in revenue to our 2007 results. For further information on acquisitions see Note 3 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2009.

On February 23, 2007, we sold our MSM Security Services subsidiary business (MSM) to MSM Security Services Holdings, LLC for $3.0 million in cash. The sale resulted in a pre-tax gain of $0.6 million. MSM Security Services Holdings, LLC is solely owned by George J. Pedersen, our Chairman and Chief Executive Officer (CEO). For further information on the sale of MSM see Note 15 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2009.

In January 2007, Mr. Pedersen received a distribution of 609,296 shares of Class B common stock, which had been held by the ManTech International Corporation Supplemental Executive Retirement Plan for the benefit of George J. Pedersen (GJP SERP). We recognized an $8.6 million tax benefit on the distribution from the trust. The tax benefit was recorded to additional paid-in-capital.

(2) On November 28, 2008, we acquired EWA Services, Inc. (EWA) for $12.4 million, which includes a $0.4 million working capital adjustment. EWA added $1.8 million in revenue to our 2008 results. For further information on acquisitions see Note 3 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2009.

On August 29, 2008, we acquired Emerging Technologies Group, USA, Inc. (ETG) for $25.1 million, which includes $0.1 million in transaction fees. ETG added $3.4 million in revenue to our 2008 results. For further information on acquisitions see Note 3 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2009.

Cash outflows from investing activities were primarily the result of our acquisitions of EWA and ETG, as noted above. Cash outflows from financing activities are primarily the result of paying down our credit facility with cash from operations; this was slightly offset by borrowings under our credit facility to finance our aforementioned acquisitions.

(3) On March 13, 2009, we acquired DDK for $14.0 million. DDK added $7.6 million in revenue to our 2009 results. For further information on acquisitions see Note 3 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2009.

(4) This pro forma financial information has been prepared using preliminary unaudited STI financial statements for the year ended December 31, 2009.

(5) Approximately $0.1 million related to work that STI subcontracted to ManTech during 2009 was eliminated. In addition, does not include approximately $16.5 million of potential cost savings related to the integration of STI.

(6) Pro forma adjustments were made to reflect the fair value of the identifiable intangible assets as well as the related amortization expense for approximately $12.4 million in 2009. Intangible assets are being amortized using the pattern of benefits method.

(7) Pro forma adjustments were made to record the acquisition related borrowings under the senior credit facility of $200.0 million and the related additional interest expense for approximately $3.9 million in 2009. Also, deferred financing fees of approximately $0.7 million were capitalized in conjunction with amending our revolving credit agreement and are amortized over the remaining expected life of the senior credit facility. A pro forma adjustment was made to reflect the related amortization expense of approximately $0.2 million in 2009.

(8) Pro forma adjustments were made to record an income tax provision for STI historical and pro forma adjustments using the ManTech effective tax rate.

(9) Pro forma adjustments were made to reflect the acquisition of STI, including the $242.0 million purchase price and the elimination of the shareholders’ equity accounts of STI. The excess of the purchase price plus any working capital adjustments over the fair value of the net assets and liabilities acquired has been classified as goodwill.

OPERATIONAL DATA

	Fiscal Year Ended December 31,
	2007			2008			2009			Pro Forma 2009(1)
	(dollars in thousands)
Net Income to EBITDA Reconciliation
Net income	$	67,207		$	90,292		$	111,764		$	119,220
Interest expense		5,103			3,978			1,141			5,294
Interest income		(1,261	)		(812	)		(215	)		(279	)
Provision for income taxes		42,798			59,667			66,744			71,200
Depreciation and amortization	$	14,244		$	17,323		$	17,747		$	30,276
EBITDA(2)	$	128,091		$	170,448		$	197,181		$	225,711
Contract Type
	Fiscal Year Ended December 31,
	2007			2008			2009			Pro Forma 2009(1)
Cost-Plus		23.4	%		20.4	%		19.6	%		16.8	%
Time-and-Materials		62.9	%		66.1	%		68.1	%		68.4	%
Fixed-Price		13.7	%		13.5	%		12.3	%		14.8	%
Total		100.0	%		100.0	%		100.0	%		100.0	%
Contract Revenue
	Fiscal Year Ended December 31,
	2007			2008			2009			Pro Forma 2009(1)
Prime contract revenue		53.6	%		47.9	%		64.8	%		69.6	%
Subcontract revenue		46.4	%		52.1	%		35.2	%		30.4	%
Total		100.0	%		100.0	%		100.0	%		100.0	%
Backlog
	Fiscal Year Ended December 31,
	2007			2008			2009			Pro Forma 2009(1)
	(dollars in billions)
Funded	$	0.8		$	1.2		$	1.1		$	1.4
Unfunded		2.4			2.8			2.7			3.4
Total	$	3.2		$	4.0		$	3.8		$	4.8

(1) This pro forma financial information has been prepared using preliminary unaudited STI financial statements for the year ended December 31, 2009.

(2) “EBITDA” is defined as earnings before interest, taxes, depreciation and amortization. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as measures of our liquidity. We present EBITDA because we consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, the instruments governing our indebtedness use EBITDA (with additional adjustments) to measure our compliance with covenants such as interest coverage and debt incurrence.

EX-99.2

Exhibit 99.2

                

FOR IMMEDIATE RELEASE:

For additional information contact:

Stuart Davis

Corporate EVP, Strategy and Communications

(703) 218-8269

stuart.davis@mantech.com

ManTech Announces $200 Million Senior Notes Offering

FAIRFAX, Va., April 1, 2010 — ManTech International Corporation (Nasdaq: MANT) announced today that, subject to market conditions, it plans to raise approximately $200 million in aggregate principal of senior unsecured notes due 2018 in a private placement to eligible purchasers. Certain of ManTech’s existing and future wholly-owned domestic subsidiaries will guarantee the notes.

ManTech intends to use the net cash proceeds of this offering for general corporate purposes and to support future growth through acquisitions. As an interim measure the Company will pay down existing funded debt on its $350 million revolving credit facility, which will remain in effect following the offering and which matures in April 2012. The notes are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

The notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities, and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward-Looking Information:

Statements in this press release, other than historical data and information, constitute forward-looking statements that involve risks and uncertainties. A number of factors could cause our actual results, performance, achievements, or industry results to be very different from the results, performance, achievements, or industry results expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to, the risk factors set forth in ManTech’s Annual Report on Form 10-K for the year ended December 31, 2009, and other periodic and current reports that ManTech files with the SEC from time to time. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.