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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 8, 2007

 

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TELOS CORPORATION

(Exact name of registrant as specified in charter)

 

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Maryland		1-8443		52-0880974
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer ID No.)

 

19886 Ashburn Road, Ashburn, Virginia		20147-2358
(Address of principle executive offices)		(Zip Code)

(703) 724-3800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

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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))

 

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Item 8.01.

Other Events

Telos Corporation (the “Company”) will hold a special meeting (the “Special Meeting”) of the holders of the Company’s 12% Cumulative Exchangeable Preferred Stock (the “Preferred Stockholders”) on May 31, 2007 for the purpose of electing Class D Directors. Notice was mailed on or about March 8, 2007 to Preferred Stockholders of record at the close of business on March 8, 2007. A copy of the Notice of Special Meeting 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		Notice of Special Meeting of Stockholders

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 8, 2007

 

Exhibit 99.1

TELOS CORPORATION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held May 31, 2007

NOTICE IS HEREBY GIVEN that a Special Meeting (the “Special Meeting”) of the holders of 12% Cumulative Exchangeable Redeemable Preferred Stock (“Public Preferred Stock”) of Telos Corporation, a Maryland corporation (the “Company”), will be held in the auditorium at the Company’s headquarters located at 19886 Ashburn Road, Ashburn, Virginia, 20147-2358, on Thursday, May 31, 2007 at 9:30 a.m., Eastern Standard Time, for the purpose of electing two Class D Directors to the Company’s Board of Directors to serve until the 2007 Annual Meeting of Stockholders or until their successors are elected and qualified. The Board of Directors has fixed the close of business on March 8, 2007 as the record date for determining the holders of the Public Preferred Stock (“Preferred Stockholders”) entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

Beneficial owners of the Company’s Public Preferred Stock that is held by a bank, broker or other nominee will be required to provide adequate proof of ownership. In addition, due to the security requirements of the Company’s headquarters, all participants will be required to provide personal identification for admission to the Special Meeting.

Preferred Stockholders may nominate potential candidates by following the procedures set forth in the Company’s Bylaws. The Bylaws provide that any Preferred Stockholder that desires to submit nominations for Class D Directors must provide written notice to the Company’s Corporate Secretary at 19886 Ashburn Road, Ashburn, Virginia 20147-2358 not earlier than 90 days nor later than the close of business on the 60^th day before the date of the Special Meeting. The notice must include:

 

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all information relating to the nominee that is required to be disclosed in solicitations of proxies for an election of directors pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

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the name and address of the Preferred Stockholder submitting the nomination; and

 

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the number of shares of Preferred Stock that are owned beneficially and of record by such Preferred Stockholder.

One Preferred Stockholder, which requested that a special meeting be called for the purpose of electing Class D Directors, has submitted two nominees for election as Class D Directors. Information concerning the two nominees and the Preferred Stockholder that submitted the nominations will be included in an information or proxy statement that will be mailed at a later date and will comply with the Exchange Act.

 

		By order of the Board of Directors
		Therese K. Hathaway
March 8, 2007		Corporate Secretary