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Washington, D.C. 20549







Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2010



DynCorp International Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-32869   01-0824791

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


3190 Fairview Park Drive, Suite 700,

Falls Church, Virginia

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (571) 722-0210


(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:


¨ 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 2.02. Results of Operations and Financial Condition.

On June 3, 2010, DynCorp International Inc. (the “Company”) issued a press release announcing earnings for the fourth quarter and fiscal year ended April 2, 2010. The press release is furnished as Exhibit 99.1 to this Form 8-K. The press release did not include certain financial statements, related footnotes and certain other financial information that will be filed with the Securities and Exchange Commission as part of the Company’s Annual Report on Form 10-K.

On June 4, 2010, the Company will conduct a conference call at 8:30 a.m. Eastern Time to discuss earnings for the fourth quarter and fiscal year ended April 2, 2010.

The information in this Item 2.02 and the Exhibit attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of DynCorp International, including that actual events or results may differ materially from those in the forward-looking statements.

Additionally, Exhibit 99.1 contains various non-GAAP financial measures as defined by Regulation G. Reconciliations of each non-GAAP financial measure to its comparable GAAP financial measure can be found in the press release.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit 99.1    Press Release issued by the Company on June 3, 2010, furnished pursuant to Item 2.02 of this Form 8-K.


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.


  DynCorp International Inc.
Date: June 3, 2010  

/S/    MICHAEL J. THORNE        

  Michael J. Thorne
  Senior Vice President and Chief Financial Officer

Exhibit Index






Exhibit-99.1   Press Release issued by the Company on June 3, 2010, furnished pursuant to Item 2.02 of this Form 8-K.