UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2002
Commission File No. 000-49604
MANTECH INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-1852179
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12015 Lee Jackson Highway, Fairfax, VA 22033
--------------------------------------------
(Address of principal executive offices)
(703) 218-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Par Value $0.01 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. [X] Yes [ ] No
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of July 31, 2002, was approximately $178,866,730.
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of July 31, 2002: ManTech International Corp. Class A Common
Stock, $0.01 par value, 9,377,652 shares; ManTech International Corp. Class B
Common Stock, $0.01 par value, 17,131,004 shares.
PORTIONS AMENDED
The Registrant hereby amends the June 30, 2002 "Other intangibles" portion of
the line item in the company's condensed consolidated balance sheet found in
Part I, Item 1 of the Registrant's Report on Form 10-Q for the quarterly period
ended June 30, 2002 to "2,804". Additionally, the Registrant hereby amends
Exhibits 99.1 and 99.2 contained in the Report solely to reflect the conformed
signatures on the Exhibits previously filed. No other changes are hereby made to
Registrant's Report on Form 10-Q for the quarterly period ended June 30, 2002 as
previously filed.
2
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
EXHIBIT
NO. DESCRIPTION
--- -----------
2.1 Form of Plan of Merger by and between ManTech International
Corporation, a New Jersey corporation, and ManTech International
Corporation, a Delaware corporation, incorporated herein by
reference from Registrant's Registration Statement on Form S-1
(File No. 333-73946), as filed with the Commission on November
23, 2001, as amended.
3.1 Second Amended and Restated Certificate of Incorporation of the
Registrant as filed with the Secretary of State of the State of
Delaware on January 30, 2002, incorporated herein by reference
from Registrant's Registration Statement on Form S-1 (File No.
333-73946), as filed with the Commission on November 23, 2001,
as amended.
3.2 Amended and Restated Bylaws of the Registrant, incorporated
herein by reference from Registrant's Registration Statement on
Form S-1 (File No. 333-73946), as filed with the Commission on
November 23, 2001, as amended.
10.1 Retention Agreement, effective as of January 1, 2002, between
John A. Moore, Jr. and ManTech International Corporation,
incorporated herein by reference from Registrant's Registration
Statement on Form S-1 (File No. 333-73946), as filed with the
Commission on November 23, 2001, as amended.
10.2 Form of Confidentiality, Non-competition and Non-solicitation
Agreement, effective as of the closing of this offering, between
specified executive officers and ManTech International
Corporation, incorporated herein by reference from Registrant's
Registration Statement on Form S-1 (File No. 333-73946), as
filed with the Commission on November 23, 2001, as amended.
10.3 Management Incentive Plan of ManTech International Corporation,
incorporated herein by reference from Registrant's Registration
Statement on Form S-1 (File No. 333-73946), as filed with the
Commission on November 23, 2001, as amended.
10.4 Retention Agreement, effective as of January 1, 2002, between
George J. Pedersen and ManTech International Corporation,
incorporated herein by reference from Registrant's Registration
Statement on Form S-1 (File No. 333-73946), as filed with the
Commission on November 23, 2001, as amended.
10.5 Form of Term Sheet for ManTech International Corporation
Management Incentive Plan Non-Qualified Stock Option, and
Standard Terms and Conditions for Non-Qualified Stock Options,
incorporated herein by reference from Registrant's Registration
Statement on Form S-1 (File No. 333-73946), as filed with the
Commission on November 23, 2001, as amended.
10.6 Form of Term Sheet for ManTech International Corporation
Management Incentive Plan Incentive Stock Option, and Standard
Terms and Conditions for Incentive Stock Options, incorporated
herein by reference from Registrant's Registration Statement on
Form S-1 (File No. 333-73946), as filed with the Commission on
November 23, 2001, as amended.
99.1 Certification Pursuant to Section 1350 of Chapter 63 of Title 18
of the United States Code - Chief Executive Officer
99.2 Certification Pursuant to section 1350 of Chapter 63 of Title 18
of the United States Code - Chief Financial Officer
(B) Reports on Form 8-K
8-K Filed on May 16, 2002 - GSA Backlog.
3
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, thereunto duly authorized, in the City of Fairfax in the
Commonwealth of Virginia, on this 14th day of August, 2002.
MANTECH INTERNATIONAL CORPORATION
/s/ George J. Pedersen
----------------------------------------------
Name: George J. Pedersen
Title: Chairman of the Board of Directors,
Chief Executive Officer and President
/s/ John A. Moore, Jr.
----------------------------------------------
Name: John A. Moore, Jr.
Title: Director, Executive Vice President
and Chief Financial Officer
4