Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A 13D Amendment 4 16 66K
2: EX-99.(1) Securities Repurchase Agreement 22 58K
3: EX-99.(2) Voting Agreement 11 34K
4: EX-99.(3) Form of Voting Termination Agreement 4 14K
5: EX-99.(4) Form of Employment Termination Agr 3 12K
6: EX-99.(5) Form of Confidentiality and Non-Competition Agr 8 30K
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 4
ANALEX CORPORATION
--------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, par value $0.02 per share
--------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
032653107
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Jon M. Stout
13380 West Polo Road (#104A)
Wellington, FL 33414
561-792-6965
Copy To:
Arthur H. Bill, Esq.
Foley & Lardner
3000 K Street, Suite 500
Washington, DC 20007
--------------------------------------------------------------------------------
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
July 18, 2003
--------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
CUSIP No. 032653107 13D Page 2 of 16
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jon M. Stout (Individually and as trustee of the Stout Dynastic Trust
and manager of S Co., LLC )
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
-----------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
3,351,514 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 583,625 (2)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,351,514 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,935,139 (1)(2)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
-----------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.4%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
(1) Consists of shares owned directly by Mr. Stout (127,168 shares); the
Stout Dynastic Trust, of which Mr. Stout serves as the trustee
(1,515,422 shares); and S Co., LLC, of which Mr. Stout serves as the
manager (740,605 shares). Also include warrants and options to purchase
shares from the issuer held by Jon M. Stout (for 300,161 shares) and
the Stout Dynastic Trust (668,158 shares).
CUSIP No. 032653107 13D Page 3 of 16
(2) Consists of shares owned directly by Patricia W. Stout, the wife of Jon
M. Stout,(166,634 shares), Shawna Stout (89,776 shares); and Marcus
Stout (89,776 shares). Also includes warrants and options to purchase
shares from the issuer held by Patricia W. Stout (for 230,769 shares)
and Shawna Stout (6,670 shares).
CUSIP No. 032653107 13D Page 4 of 16
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patricia W. Stout
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
397,403 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,537,736 (2)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
397,403 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,935,139 (1)(2)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
-----------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.4%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
(1) Consists of 166,634 shares owned directly by Patricia W. Stout and
warrants and options to purchase 230,769 shares from the issuer held by
her.
(2) Consists of shares owned directly by Jon M. Stout (127,168 shares), the
Stout Dynastic Trust (1,515,422 shares), S Co., LLC (740,605 shares),
Shawna Stout (89,776 shares) and Marcus Stout (89,776 shares). Also
includes warrants and options to purchase shares from the issuer held
by Jon M. Stout (for 300,161 shares), the Stout Dynastic Trust (for
668,158 shares) and Shawna Stout (for 6,670 shares).
CUSIP No. 032653107 13D Page 5 of 16
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stout Dynastic Trust
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF Jon M. Stout
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
2,183,580 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,751,559 (2)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,183,580 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,935,139 (1)(2)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
-----------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.4%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
OO
------------------------------------------------------------------------------
(1) Consists of 1,515,422 shares owned directly and options and warrants to
purchase shares from the issuer for 618,158 shares.
(2) Consists of shares owned directly by Jon M. Stout (127,168 shares), S
Co., LLC (740,605 shares), Patricia W. Stout (166,634 shares), Shawna
Stout (89,776 shares) and Marcus Stout (89,776 shares). Also includes
warrants and options to purchase shares from the issuer held by Jon M.
Stout (300,161 shares), Patricia W. Stout (for 230,769 shares) and
Shawna Stout (6,670 shares).
CUSIP No. 032653107 13D Page 6 of 16
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S Co., LLC
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF Jon M. Stout
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
740,605 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,194,534 (2)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
740,605 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,935,139 (1)(2)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
-----------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.4%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
OO
------------------------------------------------------------------------------
(1) Consists of 740,605 shares owned directly.
(2) Consists of shares owned directly by Jon M. Stout (127,168 shares), the
Stout Dynastic Trust (1,515,422 shares), Patricia W. Stout (166,634
shares), Shawna Stout (89,776 shares) and Marcus Stout (89,776 shares).
Also includes warrants and options to purchase shares from the issuer
held by Jon M. Stout (for 300,161 shares), the Stout Dynastic Trust
CUSIP No. 032653107 13D Page 7 of 16
(for 668,158 shares), Patricia W. Stout (for 230,769 shares) and Shawna
Stout (for 6,670 shares).
CUSIP No. 032653107 13D Page 8 of 16
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shawna Stout
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
96,446 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,838,693 (2)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
96,446 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,935,139 (1)(2)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
-----------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.4%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
(1) Consists of 89,776 shares owned directly and options and warrants to
purchase 6,670 shares from the issuer.
(2) Consists of shares owned directly by Jon M Stout (127,168 shares), the
Stout Dynastic Trust (1,515,422 shares), S Co., LLC (740,605 shares),
Patricia W. Stout
CUSIP No. 032653107 13D Page 9 of 16
(166,634 shares) and Marcus Stout (89,776 shares). Also includes
options and warrants to purchase shares from the issuer held by Jon M.
Stout (for 300,161 shares), the Stout Dynastic Trust (for 668,158
shares) and Patricia W. Stout (for 230,769 shares).
CUSIP No. 032653107 13D Page 10 of 16
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcus Stout
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
-----------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
89,776 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,845,363 (2)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
89,776 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,935,139(1)(2)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
-----------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.4%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
(1) Consists of 89,776 shares owned directly.
(2) Consists of shares owned directly by Jon M Stout (127,168 shares), the
Stout Dynastic Trust (1,515,422 shares), S Co., LLC (740,605 shares),
Patricia W. Stout (166,634 shares) and Shawna Stout (89,776 shares).
Also includes options and warrants to purchase shares from the issuer
held by Jon M.
CUSIP No. 032653107 13D Page 11 of 16
Stout (for 300,161 shares), the Stout Dynastic Trust (for 668,158
shares), Patricia W. Stout (for 230,769 shares) and Shawna Stout (for
6,670 shares).
CUSIP No. 032653107 13D Page 12 of 16
Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D relates to shares of common stock, par
value $0.02 per share ("Common Stock"), of Analex Corporation, Inc., a New York
corporation (the "Issuer"). The address of the Issuer's principal executive
office is 5904 Richmond Highway, Suite 300, Alexandria, Virginia 22303.
Item 2. Identity and Background
This Amendment is filed jointly on behalf of Jon M. Stout; Patricia W.
Stout; Shawna Stout; Marcus Stout; the Stout Dynastic Trust, an irrevocable
trust organized under the laws of Delaware (the "Trust"); and S Co., LLC, a
Delaware limited liability company (the "LLC")(collectively, the "Filing
Group"). Securities ownership data is reported in this Amendment as of the close
of business on July 18, 2003.
Jon M. Stout is Chairman of the Board and a member of the Issuer's Board of
Directors, trustee of the Trust, and manager of the LLC. Patricia W. Stout is
the wife of Jon M. Stout, and Shawna Stout and Marcus Stout are the son and
daughter of Jon M. Stout and Patricia W. Stout. Shawna Stout is a director of
the Issuer. All of such individuals are U.S. citizens. The address of each
member of the Filing Group is: 13380 West Polo Road (#104A), Wellington, FL
33414.
As more fully discussed under Item 6 below, on July 18, 2003, the members
of the Filing Group entered into an agreement with the Issuer (the "Securities
Repurchase Agreement") pursuant to which the Issuer will purchase an aggregate
of 2,625,451 shares of Common Stock and warrants and options to purchase an
aggregate of 1,209,088 shares of Common Stock from the members of the Filing
Group for an aggregate consideration of $9,166,844.21. The securities to be
repurchased by the Issuer constitute substantially all of the shares of Common
Stock currently owned by Jon M. Stout, all of the shares of Common Stock
currently owned by the other members of the Filing Group and all of the warrants
and options currently owned by all the members of the Filing Group. As more
fully discussed under Item 6 below, the Securities Repurchase Agreement was
entered into in conjunction with a financing transaction that the Issuer plans
to effect with an institutional investor.
On July 18, 2003, Jon M. Stout, Patricia W. Stout, the Stout Dynastic
Trust, S Co., LLC, J. Richard Knop, C.W.Gilluly and certain other persons
entered into a Voting Agreement (the "2003 Voting Agreement") relating to the
transactions discussed under Item 6 below. A separate Schedule 13D is being
filed by those shareholders that are parties to the 2003 Voting Agreement.
Certain of those persons, including Jon M. Stout, Patricia W. Stout, the Stout
Dynastic Trust, C.W. Gilluly and J. Richard Knop also were parties to the Voting
Agreement, dated as of March 30, 2002 and amended on November 1, 2002 (the "2000
Voting Agreement"), and such persons entered into a Voting Termination
Agreement, dated as of July 18, 2003, to terminate the 2000 Voting Agreement
upon the closing of the financing transaction discussed under Item 6 below.
Messrs. Knop and Gilluly are not deemed to be members of the Filing Group for
purposes of this Amendment No. 4 to Schedule 13D as they are not parties to the
Securities Repurchase Agreement, are not disposing of any shares in connection
with the transactions discussed under Item 6 below, although they will enter
into an agreement terminating the 2000 Agreement.
During the past five years, no member of the Filing Group has been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
Information relating to the Filing Group's previously reported acquisitions
of Analex equity securities is set forth under Item 3 of the original Schedule
13D and previously filed amendments thereto.
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information set forth in the items 3, 4 and 5 of the Schedule 13D, as
previously amended, is hereby further amended to report the following
information.
CUSIP No. 032653107 13D Page 13 of 16
As stated above, the Securities Repurchase Agreement provides for the
repurchase by the Issuer from the members of the Filing Group of an aggregate of
2,625,451 shares of Common Stock and warrants and options to purchase an
aggregate of 1,209,088 shares of Common Stock for an aggregate consideration of
$9,166,844.21. The aggregate purchase price to be paid by the Issuer to the
members of the Filing Group pursuant to the Securities Repurchase Agreement is
calculated by multiplying the number of shares of Common Stock to be repurchased
(including those issuable under warrants and options held by the members of the
Filing Group) by $2.63 per share, and then reducing such amount by the amount of
aggregate exercise prices of the warrants and options held by the members of the
Filing Group. The $2.63 per share amount was determined by applying a 5%
discount to the average closing price of the Common Stock for the 90 trading
days preceding June 19, 2003, which was the date on which certain of the parties
to the transactions that included the securities repurchase agreed to such
transactions subject to various conditions. The average closing price for such
period was approximately $2.76 per share, resulting in a discounted purchase
price of $2.63 per share.
The Securities Repurchase Agreement was entered into by the Issuer in
conjunction another agreement, also dated as of July 18, 2003, entered into by
the Issuer with an institutional investor providing for the purchase by such
investor from the Issuer of securities to be issued by the Issuer (the
"Financing Transaction"). The Issuer plans to seek the approval of its
stockholders of the Financing Transaction and related repurchase of securities
from the Filing Group (hereinafter referred to collectively as the
"Transactions") at a special meeting of stockholders of the Issuer expected to
be held in September 2003 (the "Special Meeting") and it is anticipated that the
Transactions will be consummated simultaneously at a closing (the "Closing")
following such meeting. The Issuer filed preliminary proxy soliciting material
with the Securities and Exchange Commission on July 23, 2003 for use in
connection with the Special Meeting at which the proposed Transactions will be
voted on by stockholders of the Issuer. The proceeds from the Financing
Transaction will be used in part to finance the Issuer's repurchase of
securities from the members of the Filing Group. As stated under Item 2 above,
under the terms of the 2003 Voting Agreement entered into by certain members of
the Filing Group with certain other stockholders of the Issuer, certain members
of the Filing Group agreed to vote in favor of the proposed Transactions at the
Special Meeting. In addition, pursuant to the Voting Termination Agreement dated
as of July 18, 2003, entered into by certain members of the Filing Group and
certain other stockholders of the Issuer, such members of the Filing Group
agreed to terminate the 2000 Voting Agreement effective as of the Closing.
The shares of Common Stock to be repurchased by the Issuer from Jon M.
Stout pursuant to the Securities Repurchase Agreement constitute substantially
all of the shares of Common Stock currently owned by him except for
approximately 100,000 shares which Mr. Stout will continue to own and which he
plans to donate in the future to a specified academic institution. If, following
the consummation of the Transactions and through January 31, 2006, Mr. Stout
attempts to transfer such shares to any party other than by donation to the
academic institution, then the Issuer will have the right to repurchase such
shares for $2.63 per share. This repurchase right will also apply for a 15-day
period ending on February 15, 2006, if Mr. Stout has not gifted the shares prior
to January 31, 2006. If Mr. Stout has not gifted the shares and the Issuer does
not exercise its repurchase right on or prior to February 15, 2006, then Mr.
Stout will thereafter hold the shares free of the restrictions described above.
On May 12, 2003, Jon M. Stout commenced a sales plan in accordance with
Rule 10b5-1 under the Securities Exchange Act of 1934 providing for the sale by
him of up to 800 shares of Common Stock on each business day that the market
price of the Common Stock is at least $2.50 per share. During the 60-day period
from May 19, 2003 to July 18, 2003, a total of 28,300 shares of Common Stock
were sold pursuant to the plan. Mr. Stout will terminate the Rule 10b5-1 plan as
soon as practicable after the current blackout under the Issuer's insider
trading policy ends, which is expected to be on or about July 28, 2003.
In conjunction with the above proposed Transactions, Jon M. Stout will
enter into an Employment Termination Agreement, dated as of July 18, 2003, with
the Issuer pursuant to which his employment with the Issuer will be terminated
upon consummation of the Transactions. Pursuant to that agreement, at the
Closing, the Issuer will pay Mr. Stout $280,000, representing two years' base
salary under his existing employment agreement. In addition, Mr. Stout and the
Issuer will enter into a Confidentiality and Non-Competition Agreement pursuant
to which Mr. Stout agrees not to compete with the Issuer's business, solicit
customers or vendors or solicit or hire Issuer employees, consultants or service
providers for a period of three years following the Closing. As consideration
for such non-competition and non-solicitation restrictions, and as long as Mr.
Stout is in compliance with such agreement, the Issuer will pay him $50,000
every three months during the term of the agreement, for aggregate consideration
of $600,000. At the closing, Jon M. Stout will resign as the Chairman and a
director of the Issuer and Shawna Stout will resign as a director of the Issuer.
CUSIP No. 032653107 13D Page 14 of 16
Consummation of the Transactions, including the Issuer's repurchase of
securities from members of the Filing Group pursuant to the Securities
Repurchase Agreement, is subject to numerous conditions, including approval of
the Transactions by stockholders of the Issuer at the Special Meeting, as well
as approval by stockholders of the Issuer at such meeting of a proposed
amendment to the Issuer's Certificate of Incorporation increasing its authorized
capital stock.
Item 7. Material to Be Filed as Exhibits
The documents previously filed as exhibits to the Schedule 13D are
incorporated herein by reference. In addition, the following documents are filed
as exhibits herewith:
Exhibit No. Document
----------- --------
1 Securities Repurchase Agreement, dated as of July 18, 2003,
by and among Analex Corporation, Jon M. Stout, Patricia
Stout, Shawna Stout, Marcus Stout, Stout Dynastic Trust and
S Co., LLC
2 Voting Agreement, dated as of July 18, 2003, by and among
the persons listed on Schedule I thereto
3 Form of Voting Termination Agreement to be entered into by
and among the persons listed on the signature page thereof
4 Form of Employment Termination Agreement to be entered into
by and between Analex Corporation and Jon M. Stout
5 Form of Confidentiality and Non-Competition Agreement to be
entered into by and between Analex Corporation and Jon M.
Stout
CUSIP No. 032653107 13D Page 15 of 16
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Amendment No. 4 to Schedule 13D is true, complete and correct.
/s/ Jon M. Stout
------------------------------------
Jon M. Stout
Dated: July 25, 2003
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Amendment No. 4 to Schedule 13D is true, complete and correct. Stout Dynastic
Trust
/s/ Jon M. Stout
------------------------------------
By: Jon M. Stout, Trustee
Dated: July 25, 2003
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Amendment No. 4 to Schedule 13D is true, complete and correct. S Co., LLC
/s/ Jon M. Stout
------------------------------------
By: Jon M. Stout, Manager
Dated: July 25, 2003
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Amendment No. 4 to Schedule 13D is true, complete and correct.
/s/ Patricia W. Stout
------------------------------------
Patricia W. Stout
Dated: July 26, 2003
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Amendment No. 4 to Schedule 13D is true, complete and correct.
/s/ Shawna Stout
------------------------------------
Shawna Stout
Dated: July 26, 2003
CUSIP No. 032653107 13D Page 16 of 16
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Amendment No 4 to Schedule 13D is true, complete and correct.
/s/ Marcus Stout
------------------------------------
Marcus Stout
Dated: July 26, 2003
Dates Referenced Herein and Documents Incorporated by Reference
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