PART III for ManTech_International (MANT)

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ManTech International (MANT)

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MANT » Topics » PART III

These excerpts taken from the MANT 10-K filed Feb 27, 2009.

PART I

SIZE="2">Item 1. Business

This Annual Report on Form 10-K contains forward-looking statements that involve
substantial risks and uncertainties, many of which are outside of our control. We believe that these statements are within the definition of the Private Securities Litigation Reform Act of 1995. You can often identify these statements by the use of
words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “plan,” “seek,” “estimate,” “continue” and other similar words or
variations on such words. You should read our forward-looking statements carefully because they discuss our future expectations, make projections of our future results of operations or financial condition or state other “forward-looking”
information. Although forward-looking statements in this Annual Report reflect our good faith judgment, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to
risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. The factors that could cause or contribute to such differences include, but
are not limited to, those discussed in Item 1A. “Risk Factors” below, as well as those discussed elsewhere in this Annual Report. We undertake no obligation to update any forward-looking statement.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In this document, unless the context indicates otherwise, the terms “Company” and “ManTech,” as well as the words “we,”
“our,” “ours” and “us,” refer to both ManTech International Corporation and its consolidated subsidiaries. The term “registrant” refers only to ManTech International Corporation, a Delaware corporation.

Industry and market data used throughout this Annual Report on Form 10-K were obtained through surveys and studies conducted by third
parties, industry and general publications and internal company research. INPUT, an independent federal government market research firm, was the primary source for third-party industry and market data and forecasts. We have not independently
verified any of the data from third-party sources nor have we ascertained any underlying economic assumptions relied upon therein. While we are not aware of any misstatements regarding the industry data presented herein, estimates involve risks and
uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors.”

PART II

SIZE="2">Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

SIZE="2">Market Information

Our Class A common stock has been quoted on the Nasdaq Stock Market under the symbol
“MANT” since our initial public offering on February 7, 2002. The following table sets forth, for the periods indicated, the high and low prices of our shares of common stock, as reported on the Nasdaq Stock Market.

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2008	High		Low
First Quarter	$	48.34	$	36.60
Second Quarter		53.98		42.85
Third Quarter		62.06		46.65
Fourth Quarter		59.92		40.22

2007	High		Low
First Quarter	$	38.04	$	32.42
Second Quarter		34.49		30.37
Third Quarter		37.80		29.71
Fourth Quarter		48.45		34.87

There is no established public market for our Class B common stock.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">As of February 18, 2009, there were 39 holders of record of our Class A common stock and 3 holders of record of our Class B common stock. The
number of holders of record of our Class A common stock is not representative of the number of beneficial holders because many of the shares are held by depositories, brokers or nominees.

STYLE="margin-top:18px;margin-bottom:0px">Dividend Policy

Currently, we intend to retain any
earnings for the future operation and growth of our business. In addition, our credit facility restricts us from paying cash dividends to holders of our common stock. As a result, we do not anticipate paying any cash dividends in the foreseeable
future. No dividends have been declared on any class of our common stock since our initial public offering in 2002. Any future dividends declared would be at the discretion of our Board of Directors and would depend, among other factors, upon our
results of operations, financial condition and cash requirements, as well as the terms of our credit facility and other financing agreements at the time such payment is considered.

FACE="Times New Roman" SIZE="2">Recent Sales of Unregistered Securities

We did not issue or sell any securities in fiscal 2008 that
were not registered under the Securities Act of 1933. The issuance of shares to the Employee Stock Ownership Plan did not constitute sales within the meaning of the Securities Act.

FACE="Times New Roman" SIZE="2">Equity Compensation Plan Information

Information regarding our equity compensation plans and the
securities authorized for issuance there under is incorporated by reference in Item 12.

PART III

SIZE="2">Item 10. Directors and Executive Officers of the Registrant and Corporate Governance

The
information concerning our directors and executive officers required by Item 401 of Regulation S-K is included under the captions “Election of Directors” and “Executive Officers,” respectively, in our definitive Proxy
Statement to be filed with the Securities and Exchange Commission (SEC) in connection with our 2009 Annual Meeting of Stockholders (the “2009 Proxy Statement”), and that information is incorporated by reference in this Annual Report on
Form 10-K.

The information required by Item 405 of Regulation S-K concerning compliance with Section 16(a) of the Exchange Act
is included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our 2009 Proxy Statement, and that information is incorporated by reference in this Annual Report on Form 10-K.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We have adopted Standards of Ethics and Business Conduct, which sets forth the policies comprising our code of conduct. These policies satisfy the
SEC’s requirements (including Item 406 of Regulation S-K) for a “code of ethics” applicable to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar
functions, as well as Nasdaq’s requirements for a code of conduct applicable to all directors, officers and employees. Among other principles, our Standards of Ethics and Business Conduct includes guidelines relating to the ethical
handling of actual or potential conflicts of interest, compliance with laws, accurate financial reporting and procedures for promoting compliance with (and reporting violations of) these standards. A copy of our Standards of Ethics and Business
Conduct is available on the investor relations section of our website: www.mantech.com. We are required to disclose any amendment to, or waiver from, a provision of our code of ethics that applies to our principal executive officer, principal
financial officer, principal accounting officer, controller and persons performing similar functions. We intend to use our website as a method of disseminating this disclosure as permitted by applicable SEC rules.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The information required by Item 407(c)(3) of Regulation S-K concerning the procedures by which our stockholders may recommend nominees to our Board
of Directors is included under the caption “Director Nominations” in our 2009 Proxy Statement and that information is incorporated by reference in this Annual Report on Form 10-K.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The information required by Item 407(d)(4) of Regulation S-K concerning the Audit Committee is included under the caption “Report of the Audit
Committee” in our 2009 Proxy Statement and that information is incorporated by reference in this Annual Report on Form 10-K.

The
information required by Item 407(d)(5) of Regulation S-K concerning the designation of an audit committee financial expert is included under the caption “Report of the Audit Committee” in our 2009 Proxy Statement and that information
is incorporated by reference in this Annual Report on Form 10-K.

PART IV

SIZE="2">Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as a
part of this Annual Report on Form 10-K:

(1) All financial statements:

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DESCRIPTION
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements and Financial Statement Schedule		46
Consolidated Balance Sheets as of December 31, 2008 and 2007		47
Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006		48
Consolidated Statements of Comprehensive Income for the years ended December 31, 2008, 2007 and 2006		49
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2008, 2007 and 2006		50
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006		51-52
Notes to Consolidated Financial Statements		53-81

(2) Financial statement schedule:		91


SCHEDULE STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000;width:44pt" ALIGN="center">NO.		DESCRIPTION
Schedule II		Valuation and Qualifying Accounts for the years ended December 31, 2008, 2007 and 2006

(3) Exhibits required by Item 601 of Regulation S-K (each management contract
or compensatory plan or arrangement required to be filed as an exhibit to this annual report pursuant to Item 15(b) of this annual report is identified in the Exhibit list below):

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Exhibit Number		Document Description
3.1		Second Amended and Restated Certificate of Incorporation of the registrant as filed with the Secretary of State of the State of Delaware on January 30, 2002 (incorporated herein by reference from registrant’s Registration Statement on Form S-1 (File No. 333-73946), as filed with the Commission on November 23, 2002, as amended).

3.2		Second Amended and Restated Bylaws of the registrant (incorporated herein by reference from registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).

4.1		Form of Common Stock Certificate (incorporated herein by reference from registrant’s Registration Statement on Form S-1 (File No. 333-73946), as filed with the Commission on November 23, 2002, as amended).

4.2		Credit Agreement with Bank of America, N.A. (as Administrative Agent and L/C Issuer), Citizens Bank of Pennsylvania (as Syndication Agent), PNC Bank, National Association and Branch Banking and Trust Company (each as a Documentation Agent) and the other lender parties thereto, dated April 30, 2007 (incorporated herein by reference from registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2007).

10.1*		Retention Agreement, effective as of January 1, 2002, between George J. Pedersen and the registrant (incorporated herein by reference from registrant’s Registration Statement on Form S-1 (File No. 333-73946), as filed with the Commission on November 23, 2001, as amended).


Exhibit Number		Document Description

10.2*		Management Incentive Plan of ManTech International Corporation, 2006 Restatement (incorporated herein by reference from registrant’s Registration Statement on Form S-8 (File No. 333-137129), as filed with the Commission on September 6, 2006).

10.3*		Form of Term Sheet for ManTech International Corporation Management Incentive Plan Non-Qualified Stock Option (incorporated herein by reference from registrant’s Current Report on Form 8-K, as filed with the SEC on March 13, 2006).

10.4*		Standard Terms and Conditions for Options Granted under Management Incentive Plan (incorporated herein by reference from registrant’s Current Report on Form 8-K, as filed with the SEC on March 13, 2006).

10.5*		ManTech International Corporation Supplemental Executive Retirement Plan (f/b/o George J. Pedersen), amended and restated effective January 1, 2005 (incorporated herein by reference from registrant’s Current Report on Form 8-K, as filed with the SEC on March 13, 2006).

10.6*		Form of Confidentiality, Non-Competition and Non-Solicitation Agreement, effective as of February 7, 2002, between specified executive officers and the registrant (incorporated herein by reference from registrant’s Registration Statement on Form S-1 (File No. 333-73946), as filed with the Commission on November 23, 2001, as amended).

10.7*		ManTech International Corporation 2008 Incentive Compensation Plan, adopted on March 10, 2008 to help attract, retain and motivate participants including our CEO, President, CFO and the presidents of our principal business units, as well as certain other key members of senior management identified by our CEO and our President (incorporated herein by reference from registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2008).

10.8*		Form of Term Sheet for 2008 Incentive Compensation Plan – Corporate Executive (incorporated herein by reference from registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2008).

10.9*		Form of Term Sheet for 2008 Incentive Compensation Plan – Subsidiary and Division President (incorporated herein by reference from registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2008).

21.1‡		Subsidiaries of the Company.

23.1‡		Independent Registered Public Accounting Firm Consent.

24.1		Power of Attorney (included on signature page).

31.1‡		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2‡		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32 ‡		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.

‡	Filed herewith.

*	Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this report pursuant to Item 14(c).

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This excerpt taken from the MANT 10-K filed Mar 17, 2008.

PART III

SIZE="2">Item 10. Directors and Executive Officers of the Registrant and Corporate Governance

The
information concerning our directors and executive officers required by Item 401 of Regulation S-K is included under the captions “Election of Directors” and “Executive Officers,” respectively, in our definitive Proxy
Statement to be filed with the SEC in connection with our 2008 Annual Meeting of Stockholders (the “2008 Proxy Statement”), and that information is incorporated by reference in this Annual Report on Form 10-K.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The information required by Item 405 of Regulation S-K concerning compliance with Section 16(a) of the Exchange Act is included under the
caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our 2008 Proxy Statement, and that information is incorporated by reference in this Annual Report on Form 10-K.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We have adopted a Standards of Ethics and Business Conduct, which sets forth the policies comprising our code of conduct. These policies satisfy
the SEC’s requirements (including Item 406 of Regulation S-K) for a “code of ethics” applicable to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing
similar functions, as well as Nasdaq’s requirements for a code of conduct applicable to all directors, officers and employees. Among other principles, our Standards of Ethics and Business Conduct includes guidelines relating to the
ethical handling of actual or potential conflicts of interest, compliance with laws, accurate financial reporting, and procedures for promoting compliance with (and reporting violations of) these standards. A copy of our Standards of Ethics and
Business Conduct is available on the investor relations section of our website: www.mantech.com. We are required to disclose any amendment to, or waiver from, a provision of our code of ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer, controller and persons performing similar functions. We intend to use our website as a method of disseminating this disclosure as permitted by applicable SEC rules.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The information required by Item 407(c)(3) of Regulation S-K concerning the procedures by which our stockholders may recommend nominees to our Board
of Directors is included under the caption “Director Nominations” in our 2008 Proxy Statement, and that information is incorporated by reference in this Annual Report on Form 10-K.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The information required by Item 407(d)(4) of Regulation S-K concerning the Audit Committee is included under the caption “Report of the Audit
Committee” in our 2008 Proxy Statement, and that information is incorporated by reference in this Annual Report on Form 10-K.

The
information required by Item 407(d)(5) of Regulation S-K concerning the designation of an audit committee financial expert is included under the caption “Report of the Audit Committee” in our 2008 Proxy Statement, and that information
is incorporated by reference in this Annual Report on Form 10-K.

EXCERPTS ON THIS PAGE:

10-K (4 sections)	Feb 27, 2009

10-K	Mar 17, 2008

ManTech International (MANT)

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