UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 22, 2006
TELOS CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 1-8443 | 52-0880974 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 19886 Ashburn Road, Ashburn, Virginia | 20147-2358 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 724-3800
Former name or former address, if changed since last report: Not Applicable
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
The Company announced that on August 22, 2006 it elected the following new independent directors to its board of directors: Army Lt. Gen. (ret.) Bruce Harris, Army Lt. Gen. (ret.) Charles S. Mahan, Jr., and Navy Vice Adm. (ret.) Jerry O. Tuttle. A copy of the press release announcing the elections of General Harris, General Mahan, and Admiral Tuttle to the board of directors is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Number | Description of Document | |
| 99.1 | Press Release dated August 23, 2006 for the election of General Harris, General Mahan, and Admiral Tuttle to the board of directors |
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.
| TELOS CORPORATION | ||||
| Date: August 23, 2006 | By: | /s/ Michele Nakazawa | ||
| Michele Nakazawa Chief Financial Officer | ||||
Exhibit 99.1
| FOR IMMEDIATE RELEASE |
 |
| Contact: | Sara Parker | |
| SheaHedges Group | ||
| For Telos Corporation | ||
| (703) 287-7820 | ||
| sparker@sheahedges.com |
TELOS CORPORATION APPOINTS NEW DIRECTORS
ASHBURN, Va. – August 23, 2006 – Telos® Corporation announced today the appointment of three distinguished former military leaders to serve on the company’s board of directors. The new directors are retired Army Lt. Gen. Bruce Harris, retired Army Lt. Gen. Charles S. Mahan, Jr., and retired Navy Vice Adm. Jerry O. Tuttle.
The directors join existing board members John B. Wood, Telos president, chief executive officer, and chairman of the board; Robert J. Marino, Telos executive vice president, special projects; and David Borland, an outside director. The company expects to appoint additional directors beyond the three announced today.
On August 16, the company accepted the resignations of six of the company’s directors. The directors who resigned are Geoffrey B. Baker, Norman P. Byers, Ambassador Langhorne A. Motley, Thomas L. Owsley, Malcolm M. B. Sterrett, and Bruce J. Stewart.
“I want to thank the former directors for their service to the company,” said Telos’ CEO John B. Wood. “On behalf of the entire organization, we look forward to working with our new directors, who I am confident will equitably represent all of the interests of the company.”
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Notes to Editors:
Lt. Gen. Bruce Harris (USA, Ret.)
Lieutenant General Harris retired from the United States Army in September of 1989 after more than thirty-three years of continuous active duty. At the time of his retirement General Harris was the Director of Information Systems for Command, Control, Communications and Computers in the Office of the Secretary of the Army, Washington, D.C. In that capacity he served as the principal advisor to the Secretary and Chief of Staff of the Army on all aspects of policy, planning, resourcing and acquisition of communications, automation, information management and command and control systems in the United States Army. Since his retirement, General Harris has worked with many of America’s leading corporations as a consultant on matters relating to the development of strategic and business plans, resource planning and budget formulation.
Lt. Gen. Charles S. Mahan, Jr. (USA, Ret.)
Charles S. Mahan, Jr. is president and chief executive officer Horne Engineering Services, LLC. He joined Horne Engineering in 2006 and is focused on the company’s continued growth in the government services sector. Prior to joining Horne, he was Vice President of Homeland Security and Defense for SAP Public Services, Inc., where he led both SAP’s Homeland Defense practice and its Business Development efforts for all federal, state, and local government organizations. Mr. Mahan brings more than 35 years of distinguished military service. He retired from the U.S. Army in 2003 with the rank of Lieutenant General and was the Army’s Deputy Chief of Staff for Logistics. He currently serves on the board of directors of The Society of Logistical Engineers and the National Defense Industrial Association.
Vice Adm. Jerry O. Tuttle (USN, Ret.)
Vice Admiral Jerry O. Tuttle retired from the United States Navy in 1993 following a 39-year career that included assignments to numerous attack and fighter squadrons as well as leadership of key IT programs. Mr. Tuttle is widely regarded as an information technology strategist, having created Navy’s 4I Joint Operations Tactical System. In 1989, he became
Director, Space and Electronic Warfare, an assignment he held until retirement. Currently he is president and CEO of J.O.T. Enterprises, an information systems and command, control, communications, intelligence, surveillance and reconnaissance consulting company. Previous executive positions were as president of REL-TEK Systems & Design (now Savantage Financial Services), an employee-owned software development firm; president of ManTech’s International’s largest subsidiary, ManTech Systems Engineering; and vice president for business development and chief staff officer with Oracle Government.
About Telos
Telos® Corporation has provided innovative IT solutions and services to the federal government for more than 30 years. Telos and Xacta® Corporation, its subsidiary for security solutions, have since 1989 ensured that the government’s most security-conscious organizations comply with demanding federal and DoD information security mandates. Xacta offerings include enterprise IT security management solutions, enterprise security consulting services, secure wireless networking, secure enterprise messaging, and secure credentialing solutions. Xacta solutions are represented to the federal government on Telos’ GSA schedule. For more information, visit www.telos.com.
“Telos” is a registered trademark of Telos Corporation. “Xacta” is a registered trademark of Xacta Corporation. All other product, service, and company names are trademarks or registered trademarks of their respective holders. Xacta Corporation is a subsidiary of Telos Corporation.