UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): January 22, 2020
TELOS CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland
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001-08443
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52-0880974
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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19886 Ashburn Road, Ashburn, Virginia
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20147-2358
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(Address of principle executive offices)
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(Zip Code)
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(703) 724-3800
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(Registrant's telephone number, including area code)
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Not Applicable
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(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))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. □
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Item 7.01.
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On January 22, 2020, Telos Corporation, a Maryland corporation (“Telos”), issued a press release announcing the dismissal of
the long-pending investor litigation against Telos and other defendants brought by Costa Brava Partnership III, L.P. and Wynnefield Partners Small Cap Value, L.P. The press release also reported that one of the plaintiffs noted an appeal from the
court’s final judgment on January 17, 2020, and that the second plaintiff elected not to pursue an appeal. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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99.1
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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: January 22, 2020
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TELOS CORPORATION
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By:
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/s/ Michele Nakazawa
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Michele Nakazawa
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Chief Financial Officer
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Exhibit 99.1
All claims dismissed in long-standing investor litigation against Telos Corporation
Circuit court closes case and orders costs paid by plaintiffs Costa Brava and Wynnefield
Ashburn, Va. – January 22, 2019 – Telos® Corporation, a leading provider of cyber, cloud and enterprise security solutions for the world’s most security-conscious
organizations, today announced significant rulings in the litigation instituted in 2005 by the two plaintiffs, Costa Brava Partnership III, L.P. and Wynnefield Partners Small Cap Value, L.P. The circuit court found in favor of Telos, dismissing all remaining claims against all of the defendants. Multiple other claims brought by the plaintiffs had been dismissed in earlier phases of the litigation.
Costa Brava noted an appeal from the circuit court’s judgment on January 17, 2020. Wynnefield did not pursue an appeal of the circuit court’s rulings.
“Needless to say, we’re very pleased by the Court’s rulings, which vindicate positions we have taken from the inception of the litigation,” said
John B. Wood, Telos CEO and chairman. “We are also gratified that Wynnefield has elected to conclude its involvement in the case. Our focus remains, as it always has, on delivering superior cyber, cloud and enterprise security solutions for our
customers and creating enhanced value for all of our shareholders.”
More information about the parties to the litigation, its course over the past fourteen years, and the circuit court’s recent rulings, is available through the company’s SEC filings, including Form 8-K filed December 23, 2019.
About Telos Corporation
Telos Corporation empowers and protects the world’s most security-conscious organizations with solutions for continuous security assurance of individuals, systems, and information. Telos’ offerings include cybersecurity
solutions for IT risk management and information security; cloud security solutions to protect cloud-based assets and enable continuous compliance with industry and government security standards; and enterprise security solutions to ensure that
personnel can work and collaborate securely and productively. The company serves military, intelligence and civilian agencies of the federal government, allied nations and commercial organizations around the world. The company is a recipient of the prestigious James S. Cogswell Outstanding Industrial Security Achievement Award from the Defense Security Service (DSS), awarded to less than .03% of eligible organizations. For more information, visit www.telos.com and follow the company on Twitter @TelosNews.
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