Attached files
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| EX-99.1 - KEYW HOLDING CORP | v200611_ex99-1.htm |
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): October 27, 2010
The
KEYW Holding Corporation
(Exact
name of registrant as specified in its charter)
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Maryland
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001-34891
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27-1594952
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||
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1334
Ashton Road, Suite A
Hanover,
MD 21076
(Address
of Principal Executive Offices) (Zip Code)
(443)
270-5300
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 27, 2010, the Board of Directors of The KEYW Holding Corporation
(“KEYW”) approved the addition of Pierre Chao to KEYW’s
Board.
In
connection with KEYW’s acquisition of The Analysis Group, LLC (“TAG”), on
February 22, 2010 and in consideration for the cancellation of certain Deferred
Compensation Units of TAG held by him, Mr. Chao received $402,992 in cash and
unsecured subordinated promissory notes in the aggregate principal amount of
$203,893 from TAG Holdings, LLC, the parent company of TAG (“TAG Holdings”), and
is entitled to receive up to 52,500 shares of KEYW common stock to the extent
TAG meets certain average annual revenue targets set forth in the TAG purchase
agreement for the period beginning January 1, 2010 and ending December 31,
2011. Payment under the subordinated notes is made pursuant to KEYW’s
payment of the subordinated notes issued to TAG Holdings in the
transaction. In October 2010, following KEYW’s initial
public offering, KEYW paid the TAG Holdings notes in full in accordance with
their terms.
Under
Item 5.02(d)(3), the committees of the Board of Directors to which Mr. Chao will
be named will be determined at a later Board of Directors meeting.
Item 9.01. Financial
Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release, dated October 28, 2010, announcing the appointment of Pierre Chao
to the Board of Directors of The KEYW Holding
Corporation.
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2
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.
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The
KEYW Holding Corporation
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Date:
November 1, 2010
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By:
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/s/
Leonard E. Moodispaw
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Name:
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Leonard
E. Moodispaw
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Title:
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President
and Chief Executive Officer
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3
EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
Release, dated October 28, 2010, announcing the appointment of Pierre Chao
to the Board of Directors of The KEYW Holding
Corporation.
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4