Analex Corp – ‘SC 14F1’ on 5/31/00 re: Analex Corp

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Statement re: Change in Majority of Directors   —   Rule 14f-1
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors         12     42K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION                

WASHINGTON, DC 20549                

---------               

SCHEDULE 14f-1                

INFORMATION STATEMENT               

Pursuant to Section 14(f) of the                
Securities Exchange Act of 1934 and Rule 14f-1 thereunder               

Hadron, Inc.                

(Exact name of registrant as specified in its charter)                

New York               0-5404              11-2120726               
-------------            --------           --------------                
(State of          (Commission File        (IRS Employer              
Incorporation)           Number)          Identification No.)             

Suite 300                                                                       
5904 Richmond Highway                              22303                        
Alexandria, Virginia                             -----------                    
-------------------------                        (Zip Code)                     
(Address of principal executive office)                                         

Registrant's telephone number, including area code:     (703) 329-9400          
                                              --------------------

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INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF                
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER               

The information contained herein is being furnished to                
holders of the common stock, par value $.02 per share (the                      
"Common Stock"), of Hadron, Inc., a New York corporation (the                   
"Company"), pursuant to the requirements of Section 14(f) of the                
Securities Exchange Act of 1934, as amended (the "Exchange Act"),               
and Rule 14f-1 under the Exchange Act in order to effect a change               
in majority control of the Company's Board of Directors other                   
than by a meeting of shareholders.  The date of this Information                
Statement is May 31, 2000.                                                      

SUMMARY               

On March 30, 2000 (the "Closing Date"), Jon M. Stout,                 
Patricia W. Stout and the Stout Dynastic Trust (collectively the                
"Stouts") led a group of investors to purchase 2,250,000 shares                 
of the Company's Common Stock plus warrants to purchase an                      
additional 2,025,000 shares of the Company's Common Stock.  As a                
condition to that transaction, certain investors who presently                  
own voting shares of the Company's capital stock, the Stouts, J.                
Richard Knop and C.W. Gilluly entered into a voting agreement                   
which provides for voting as to the number and identity of those                
persons who will serve on the Company's Board of Directors (the                 
"Board").                                                                       

Effective on the Closing Date, in accordance with the terms           
of the investment, William J. Howard and Robert J. Lynch, Jr.                   
resigned from their positions as directors of the Company leaving               
C.W. Gilluly and John D. Sanders as the remaining members of the                
Board.  On March 31, 2000, Jon M. Stout was appointed to the                    
Company's Board of Directors.  On April 13, 2000, Gerald                        
McNichols, Sc.D and Gerald Young were appointed to the Board to                 
take office on June 12, 2000, subject to compliance with the                    
requirements of Section 14(f) of the Exchange Act and Rule 14f-1                
under the Exchange Act.                                                         

Further, on the Closing Date, C.W. Gilluly resigned from his          
position as the Company's Chief Executive Officer, and Jon M.                   
Stout was appointed as the Company's President and Chief                        
Executive Officer.  Dr. Gilluly continues to serve as Chairman of               
the Company's Board of Directors.                                               

NO ACTION IS REQUIRED BY THE SHAREHOLDERS OF THE COMPANY IN           
CONNECTION WITH THE RESIGNATION AND APPOINTMENT OF ANY DIRECTOR                 
OR OFFICER. However, Section 14(f) of the Exchange Act requires                 
the mailing to the Company's shareholders of the information set                
forth in this Information Statement. The Company is notifying its               
shareholders of the contemplated change in majority control of                  
the Company's Board of Directors by mailing this Information                    
Statement to shareholders of record as of May 18, 2000 and by                   
filing a copy of the Information Statement with the Securities &                
Exchange Commission (SEC).  After the new directors have taken                  
office, the Company will report the resulting change of control                 
by filing a Current Report on Form 8-K.                                         

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On May 18, 2000, the Company had 5,111,226 shares of Common           
Stock outstanding.  The Common Stock is the only class of                       
securities of the Company outstanding and entitled to vote.  Each               
share of Common Stock is entitled to one non-cumulative vote.                   
Shareholders of the Company will have the opportunity to vote                   
with respect to the election of directors at the next annual                    
meeting of the Company's shareholders.                                          

THE SECURITIES PURCHASE AGREEMENT               

On March 30, 2000, a group of investors led by Jon M. Stout,          
Patricia W. Stout, the Stout Dynastic Trust (collectively the                   
"Stouts"), J. Richard Knop ("Knop") (the Stouts and Knop, being                 
collectively the "Investors" ) and John D. Sanders purchased                    
certain of the Company's securities pursuant to a Securities                    
Purchase Agreement among the Company and the Investors (the                     
"Purchase Agreement").   Pursuant to the Purchase Agreement, the                
Investors acquired 2,250,000 units, each consisting of one share                
of Common Stock and a warrant to purchase 0.9 share of Common                   
Stock (a "Unit"), at $0.39 per Unit or a total of $877,500 in                   
cash.  Mr. Stout purchased 261,290 Units for an aggregate                       
purchase price of $101,903.10 in cash.  Ms. Stout purchased                     
256,410 Units for an aggregate purchase price of $99,999.90 in                  
cash.  The Trust purchased 1,128,200 Units for an aggregate                     
purchase price of $439,998 in cash.  Mr. Knop purchased 514,100                 
Units for an aggregate purchase price of $200,499 in cash.  Dr.                 
Sanders purchased 90,000 Units for an aggregate purchase price of               
$35,100 in cash.                                                                

Pursuant to the Purchase Agreement, the Investors have                
caused the Company to use two hundred thousand dollars ($200,000)               
of the proceeds from the sale to repay a portion of a loan owed                 
by the Company to Dr. Gilluly, Chairman and former Chief                        
Executive Officer of the Company.  In addition, the Investors                   
have agreed to cause the Company to repay the balance of the loan               
in the amount of $230,000 within six months.                                    

Pursuant to the Purchase Agreement, two members of the Board          
resigned and Jon M. Stout was appointed a director and President                
and CEO of the Company.  As further required by the Purchase                    
Agreement, the Investors, and others designated therein, have                   
also entered into a Voting Agreement dated March 30, 2000 (the                  
"Voting Agreement").  The Voting Agreement was entered into by                  
and among certain affiliates of Boles Knop & Company, L.L.C. (the               
"Affiliates"), Dr. Sanders, C.W. Gilluly and the Investors                      
(collectively, the "Voting Group").  The Voting Group agreed, for               
a period of five (5) years from March 30, 2000, to vote all of                  
the voting shares over which they have voting control and to take               
all other actions within such Voting Group's control (whether in                
his or its capacity as a stockholder, director, member of a board               
committee or officer of the Company or otherwise), including,                   
without limitation, attendance at meetings in person or by proxy                
for purposes of obtaining a quorum and execution of written                     
consents in lieu of meetings so that:                                           

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(1)  The authorized number of members of the Company's Board          
of Directors (the "Board") will continue to be five (5) unless                  
and until such greater number is directed or approved by the                    
Investors.                                                                      

(2)  During the term of the Voting Agreement, the Investors           
shall be entitled to nominate (the "Nominees") and the                          
Stockholders shall vote their shares to elect the Nominees as the               
majority of the members of the Board.                                           

(3)  Any Nominee elected or appointed as a director will be           
removed from the Board (and thereupon from all committees of the                
Board), with or without cause, only upon the written request or                 
consent of the Investors.                                                       

(4)  In the event that any Nominee designated hereunder for           
any reason ceases to serve as a member of the Board or any                      
committee thereof during such representative's term of office,                  
the resulting vacancy on the Board or committee will be filled by               
a newly designated Nominee.                                                     

(5)  Upon the written direction or consent of the Investors,          
the Company will take such actions as may be necessary and                      
convenient to change the corporate domicile of the Company to the               
state of Delaware.                                                              

In addition, the Voting Agreement provides that with the              
exception of transfers made: (i) pursuant to open market sales in               
brokers' transactions; or (ii) sales made after the Investors                   
declined a right of first refusal to purchase such shares at the                
same price and terms, any attempt to transfer the Voting Group's                
voting shares will be of no effect unless the person(s) to whom                 
such shares are being transferred agrees in writing to be bound                 
by the terms of the Voting Agreement.                                           

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BENEFICIAL SECURITY OWNERSHIP               

The following table sets forth information with respect to            
the beneficial ownership of the Company's Common Stock as of May                
18, 2000, by: (i) each person who is known by the Company to                    
beneficially own 5% or more of the Company's outstanding Common                 
Stock; (ii) the Company's President and Chief Executive Officer                 
("CEO"); (iii) each director and director nominee; and (iv) all                 
directors, director nominees and executive officers of the                      
Company as a group. The Company is not aware of any beneficial                  
owner of more than 5% of the outstanding Common Stock other than                
as set forth in the following table.  Unless otherwise indicated,               
the address of each named beneficial owner is c/o Hadron, Inc.,                 
Suite 300, 5904 Richmond Highway, Alexandria, Virginia 22303                    

NAME AND ADDRESS OF     NUMBER OF SHARES    PERCENT OF CLASS                
BENEFICIAL OWNER      BENEFICIALLY OWNED     OUTSTANDING                  

Jon M. Stout              5,813,885(1)(2)          72.1%                        

C.W. Gilluly, Ed.D.       1,413,875(1)(3)          23.5%                        

J. Richard Knop           5,813,885(1)(4)          72.1%                        

Patricia W. Stout         5,813,885(1)(5)          72.1%                        

John D. Sanders, Ph.D.      216,010(1)(6)           4.2%                        

Gerald McNichols, Sc.D.      20,000                  *                          

Gerald Young                    ____                ____                        

All directors, director                                                         
nominees and executive                                                          
officers as a group                                                             
(8 persons)               6,196,385 (1)(7)         75.7%                        

*Less than 1 percent.                                                           

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_______________________________                                                 
1) Includes shares as to which voting power is shared in certain                
respects as a result of the Voting Agreement more fully described         
in the preceding section entitled "The Securities Purchase                
Agreement."                                                               

2) Includes 1,389,490 shares, and warrants immediately exercisable              
to purchase 1,250,541 shares of the Company's Common Stock, held          
by Mr. Stout individually and as Trustee of the Stout Dynastic            
Trust.  Includes options to purchase 15,000 shares of the                 
Company's Common Stock, of which, options to purchase 5,000               
shares are currently exercisable.  Includes 1,477,385 shares, and         
warrants and options immediately exercisable to purchase                  
1,691,469 shares of the Company's Common Stock, held by others,           
as to which Mr. Stout has shared voting power by                          
virtue of the Voting Agreement.                                           

3) Includes 501,875 shares, and warrants immediately exercisable                
to purchase 830,000 shares of the Company's Common Stock held by          
Dr. Gilluly.  Includes options to purchase 87,000 shares of the           
Company's Common Stock, of which, options to purchase 82,000              
shares are currently exercisable.                                         

4) Includes 537,575 shares, and warrants immediately exercisable                
to purchase 462,690 shares of the Company's Common Stock, held by         
Mr. Knop. Includes 2,329,300 shares, and warrants and options             
immediately exercisable to purchase 2,484,320 shares of the               
Company's Common Stock, held by others, as to which Mr. Knop has          
shared voting power by virtue of the Voting Agreement.                    

5) Includes 256,410 shares, and warrants immediately exercisable                
to purchase 230,769 shares of the Company's Common Stock, held by         
Ms. Stout. Includes 2,610,465 shares, and warrants and options            
immediately exercisable to purchase 2,716,241 shares of the               
Company's Common Stock, held by others, as to which Ms. Stout has         
shared voting power by virtue of the Voting Agreement.                    

6) Includes 130,000 shares, and warrants immediately exercisable                
to purchase 81,000 shares of the Company's Common Stock, held by          
Dr. Sanders.  Includes options to purchase 7,500 shares of the            
Company's Common Stock, of which, options to purchase 5,010               
shares are currently exercisable.                                         

7) Includes 2,271,295 shares, and warrants and options immediately              
exercisable by members of the group to purchase 2,386,121 shares          
of the Company's Common Stock.  Includes 845,510 shares, and              
warrants and options immediately exercisable to purchase 693,459          
shares of the Company's Common Stock, as to which Mr. Stout has           
shared voting power by virtue of the Voting Agreement.                    

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BOARD OF DIRECTORS                

Upon the Closing Date, the resignations of William Howard             
and Robert J. Lynch, Jr. became effective.  Dr. C.W. Gilluly and                
Dr. John D. Sanders continue to serve as directors.   Jon M.                    
Stout was appointed as a director on March 31, 2000, and on April               
13, 2000, Gerald McNichols, Sc.D, and Gerald Young were appointed               
to the Board of Directors to take office on June 12, 2000,                      
subject to compliance with the requirements of Section 14(f) of                 
the Exchange Act and Rule 14f-1 under the Exchange Act.                         

Name             Age              POSITION HELD               
---------------------- ---------  ------------------------------                

C.W. Gilluly, Ed.D.       53           Chairman of the                        
                Board of Directors

John D. Sanders, Ph.D.     61                Director                           

Jon M. Stout          53         Director, President and              
                   Chief Executive Officer

Gerald Young          70            Director Nominee                  

Gerald McNichols, Sc.D.  56            Director Nominee                     

C.W. GILLULY, Ed.D., has served as Chairman of the Company since                
October 1994, having served as Chief Executive Officer of the                   
Company since May 1993. Since June 1992, Dr. Gilluly has served                 
as Chairman of COMTEX News Network, Inc., a provider of                         
electronic news and business information, for which he also                     
served as Chief Executive Officer from 1992 through September                   
1997. Dr. Gilluly has served as Chairman of the Board and                       
President of AMASYS Corp. and its predecessor, Infotechnology,                  
Inc. since June 1992.  Dr. Gilluly holds a B.S. from Marquette                  
University, an M.A. from University of California - Irvine                      
(formerly Chapman College) and an Ed.D. from Catholic University.               

JOHN D. SANDERS, Ph.D., serves as a business consultant to                      
emerging technology companies. He was Chairman and Chief                        
Executive Officer of TechNews, Inc., publisher of Washington                    
Technology newspaper, from 1988 to 1996, prior to its sale to The               
Washington Post Company. In addition, Dr. Sanders has been a                    
Registered Representative of Wachtel & Co., Inc., a Washington                  
D.C.-based stock brokerage firm, since 1968.  Dr. Sanders serves                
on the boards of ITC Learning Corporation, SenSyTech, Inc. and                  
COMTEX News Network, Inc.  Dr. Sanders received his Bachelor of                 
Electrical Engineering from the University of Louisville and M.S.               
and Ph.D. degrees in electrical engineering from Carnegie-Mellon                
University.                                                                     

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JON M. STOUT was appointed the Company's President and Chief                    
Executive Officer and the Board of Directors on March 31, 2000.                 
Previously, Mr. Stout, along with his wife, founded DPC                         
Technologies, Inc., a military intelligence information                         
technology company, which they recently sold to Northrop Grumman.               
Prior to that endeavor, Mr. Stout served in senior management and               
marketing positions with various firms, including the Harris                    
Corporation and Perkin Elmer Corporation.  Mr. Stout holds a B.A.               
from the State University of New York at Buffalo and a J.D. from                
the University of Chicago Law School.                                           

GERALD YOUNG serves as a management consultant to emerging                      
companies.  Mr. Young served on the Board of Directors and as a                 
management consultant with DPC Technologies until 1999 when DPC                 
was acquired by Northrop Grumann Logicon.  Mr. Young continues to               
provide service to Logicon/DPC Technologies as a member of its                  
Board of Advisors.  Mr. Young holds a BS in Business                            
Administration from Merrimack College. Mr. Young has also studied               
at the Harvard Graduate School of Business, the National War                    
College and the Federal Executive Institute.                                    

GERALD MCNICHOLS, Sc.D., has more than 35 years of experience in                
management and consulting.  He has founded several companies and                
serves on the boards of several public and private companies.  In               
1977, Dr. McNichols founded Management Consulting & Research,                   
Inc. which he sold to GRC International, Inc. in 1999.  Dr.                     
McNichols was commissioned by the Air Force in 1965 and spent                   
four years in the Air Force before joining the Office of the                    
Secretary of Defense.  Dr. McNichols holds a Sc.D. in Engineering               
from The George Washington University, an M.S. in Operations                    
Research from the University of Pennsylvania and a B.S. in                      
Management Science/Mathematics from Case Western Reserve                        
University.                                                                     

Following the Effective Date, the Company will designate              
audit and compensation committees of the Board of Directors.  The               
Audit Committee recommends engagement of the Company's                          
independent auditors, is primarily responsible for approving the                
services performed by the Company's independent auditors and for                
reviewing and evaluating the Company's accounting principles and                
internal system of accounting controls and has general                          
responsibility in connection with related matters. The                          
Compensation Committee evaluates management's recommendations and               
makes recommendations to the Board of Directors concerning the                  
compensation of the Company's executive officers. The                           
Compensation Committee is also responsible for the formulation of               
the Company's executive compensation policy and the research,                   
analysis and subsequent recommendation regarding the                            
establishment and administration of the Company's Stock Option                  
and Stock Purchase Plans.  The Board of Directors does not have a               
Nominating Committee or an Executive Committee.                                 

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The Company's Amended and Restated Bylaws provide that the            
Board of Directors shall consist of not less than four (4) nor                  
more than ten (10) members, the exact number to be fixed from                   
time to time by resolution of either the Board or the                           
Shareholders.  Each director is elected at the annual meeting of                
the shareholders to serve until his successor is elected and                    
qualified.                                                                      

Executive officers are elected annually by the Board of               
Directors and serve at the discretion of the Board of Directors.                

Neither Jon M. Stout nor either Director nominee, Gerald              
Young or Gerald McNichols, are a party to any material proceeding               
adverse to, or have a material interest adverse to, the Company                 
or any of its subsidiaries.                                                     

COMPENSATION OF DIRECTORS               

Directors receive a quarterly cash fee of $1,250 for their            
services.  In addition, directors receive $500 per Board of                     
Directors' meeting attended, and $250 per committee meeting                     
attended (unless such meeting is combined with a full Board of                  
Directors' meeting).  Directors who are employees do not receive                
any additional compensation for their service as directors.                     
Directors are reimbursed for out-of-pocket expenses associated                  
with their attendance at Board of Directors' meetings.                          

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EXECUTIVE OFFICERS                

The following table contains information as of May 18, 2000           
as to the executive officers of the Company who are not also                    
directors of the Company:                                                       

Name                Officer Since      Office Held With the Company       
-----------------      -------------      ----------------------------          
S. Amber Gordon             1991             Executive Vice                 
                            President, Secretary
                             and Treasurer

Donald E. Jewell            1996             Vice President                 

Shawn K. McCoy             1999             Vice President                

S. AMBER GORDON (45) was appointed Executive Vice President of                  
the Company in July 1995. Ms. Gordon was named Corporate                        
Secretary in December 1993, and also serves as Treasurer. She was               
Vice President responsible for Corporate Relations and Strategic                
Planning from 1991 through 1995. She served as Chairman of the                  
Quest Business Agency, Inc., a Houston-based marketing                          
communications firm from 1985 to 1991. Ms. Gordon was Vice                      
President of the venture capital firm, Biotech Capital Corp.,                   
from 1980 until 1985. Ms. Gordon has served as President of S.A.                
Gordon Enterprises, Inc., a consulting firm specializing in                     
financial and corporate relations, since 1985.                                  

DONALD E. JEWELL (48) was appointed Vice President of the Company               
in May 1996, and continues to serve as President of the Company's               
Engineering & Information Services, Inc. (EISI) and SyCom                       
Services, Inc. (SyCom) subsidiaries, positions he has held,                     
respectively, since 1993 and February 2000.  From 1989 to 1993,                 
Mr. Jewell was a Program Manager for EISI, with responsibility                  
for most operations.  Mr. Jewell has held senior management                     
positions in the government contracting business for nearly                     
twenty years. He was Technical Director for Kendrick & Company in               
1988 and 1989, and served as Director of Information Systems at                 
British Aerospace from 1985 until 1988. From 1977 until 1985, he                
served in various computer services management roles for Planning               
Research Corporation.                                                           

SHAWN K. McCOY (44) was appointed Vice President of the Company                 
in June 1999, and served as President of the Company's SyCom                    
subsidiary until February 2000.  Mr. McCoy also serves as Vice                  
President, Operations of the Company's Advanced Biosystems, Inc.                
subsidiary.  Most recently, Mr. McCoy served as General Manager                 
of EDO Corporation's Technology Services and Analysis subsidiary,               
which had been acquired in 1998 from Global Associates Ltd.,                    
where he served as Chief Operating Officer. Mr. McCoy's previous                
experience includes positions with Betac Corporation, Lockheed                  
Martin and Martin Marietta Corporation, and service as an                       
intelligence officer in the U.S. Navy.                                          

There are no family relationships among the directors or                        
executive officers of the Company.                                              

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EMPLOYMENT AGREEMENTS, TERMINATION OF               
EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS               

On March 30, 2000, pursuant to the Purchase Agreement, the            
Company entered into a two-year renewable employment agreement                  
with Mr. Stout.  Under the agreement, Mr. Stout will serve as the               
Company's President and Chief Executive Officer.  Mr. Stout will                
receive an initial annual base salary of $50,000 for the first                  
six months of his employment and thereafter will receive an                     
annual base salary of $140,000.   Mr. Stout's employment                        
agreement further provides for Mr. Stout to participate in the                  
Company's Stock Option and Bonus Plans.   Under the Bonus Plan,                 
Mr. Stout may receive additional compensation based upon the                    
Company's financial performance. If Mr. Stout is terminated by                  
the Company other than for cause, the Company must pay Mr. Stout                
a lump sum payment that is the sum of (1) Mr. Stout's base salary               
and bonus through the date of termination; (2) any compensation                 
previously deferred by Mr. Stout; (3) any accrued vacation pay;                 
and (4) the base salary that would have been payable to Mr. Stout               
through the remainder of the term of the agreement.  In                         
connection with his service as the Company's President and Chief                
Executive Officer, Mr. Stout has also been awarded a 5-year                     
option to purchase 15,000 shares of the Company's common stock at               
a purchase price of $1.64 per share, exercisable in one-third                   
increments on March 31, 2000, March 31, 2001 and March 31, 2002.                

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT               

Section 16(a) of the Exchange Act requires the Company's              
executive officers, directors and holders of more than 10% of the               
Company's Common Stock, to file reports of ownership and changes                
in ownership with the Securities and Exchange Commission (the                   
"Commission"). Such persons are required to furnish the Company                 
with copies of all Section 16(a) forms they file.                               

Based solely on its review of the copies of such forms                
received by it, or written representations from certain reporting               
persons that no other reports were required from such persons,                  
the Company believes, that during or with respect to the period                 
from January 1, 1999 to December 31, 1999, all of its executive                 
officers, directors and 10% stockholders complied with their                    
Section 16(a) obligations.                                                      

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SIGNATURE               

Pursuant to the requirements of the Securities Act of 1934,           
the Company has duly caused this report to be signed on its                     
behalf by the undersigned who is so duly authorized.                            

HADRON, INC.                  

By:      /S/ JON M. STOUT     
Name:     Jon M. Stout        
                 Title:    President and Chief Executive Officer

Date:     May 31, 2000                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

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		3/31/00		2		11			10-Q
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		12/31/99		11					10-Q
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