Analex Corp – ‘8-K’ for 11/1/01

On:  Monday, 11/5/01   ·   For:  11/1/01   ·   Accession #:  1021408-1-509348   ·   File #:  0-05404

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     13K 
 2: EX-99       Miscellaneous Exhibit                                  2     11K 

8-K   —   Current Report
Document Table of Contents

8-K
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 31, 2001

Hadron, Inc.

(Exact name of registrant as specified in its charter)

       New York                      0-5404                   11-2120726
-------------------------------  ------------------------    -------------------
(State or other jurisdiction   (Commission File Number)       (IRS Employer 
       of incorporation)                                     Identification No.)

5904 Richmond Highway, Suite 300, Alexandria, VA           22309    
---------------------------------------------------------------------   
   (Address of principal executive offices)             (Zip Code)

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

 N/A
--------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since
last report)

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Item 5.   Other Events.                                                         

Hadron, Inc. (OTC:BB:HDRN) announced on November 1, 2001 that it had  
entered into an Agreement and Plan of Merger dated as of October 31, 2001 (the  
"Plan") with Analex Corporation and its equity holders pursuant to which Analex 
Corporation will be merged with and into a wholly-owned subsidiary of Hadron.   
Analex Corporation is a privately-held engineering and program management firm  
whose principal customers are NASA and the U.S. intelligence community.         

Under the terms of the Plan, the shareholders representing all of the 
outstanding equity of Analex Corporation (the "Sellers") shall exchange their   
Analex equity on a pro rata basis for approximately $6.5 million in a           
combination of cash and the satisfaction of certain liabilities of Analex as    
well as approximately 3.6 million shares of Hadron Common Stock, par value $0.02
per share ("Hadron Common Stock"). Of the approximately 3.6 million Hadron      
Common Stock to be issued to the holders of Analex equity, 857,143 shares shall 
be subject to a provision by which Hadron will guarantee for a five year period 
to reimburse the Sellers the difference between the price at which they sell    
such shares and a guaranteed sales price ranging from $1.60 to $2.20 per share  
("Guaranteed Shares"), if such shares are sold within such period and if certain
other conditions are satisfied.                                                 

     In addition, Hadron will issue promissory notes to certain Sellers totaling
$772,085 with a five year term and entered into non-competition agreements with 
these Sellers for total payments of $540,000. Hadron has offered at-will        
part-time employment agreements to four officers of Analex, three of which      
contain incentive bonus provisions relating to the achievement of certain       
performance goals. Finally, while Analex must have at least a prescribed minimum
tangible net worth at closing, Hadron is permitting Analex to have indebtedness 
at closing of up to $2.8 million.                                               

   To finance the Merger, Hadron has negotiated a new senior credit facility
with Bank of America, N.A. in the amount of $7.5 million, comprised of (i) a    
term loan note in the amount of $3.5 million and (ii) a revolving line of credit
at $4 million. Bank of America has required Hadron to obtain personal guarantees
in the amount of $2 million, which Hadron has procured from two individuals (one
of whom is a director of Hadron) in exchange for an annual fee and the issuance 
of warrants to purchase Hadron Common Stock at an exercise price of $0.02 per   
share with the number of warrants to be based on the duration of the guarantees 
and a formula related to valuing Hadron. In addition, Hadron will issue shares  
of common stock for aggregate consideration of approximately $4 million through 
a private placement consisting of (i) Hadron Common Stock at a price of $1.14   
per share to purchasers who purchased less than $500,000 worth thereof or (ii)  
units consisting of Hadron Common Stock and warrants to purchase 0.2061 shares  
of Hadron Common Stock at an exercise price of $0.02 per share for each share   
purchased at a price of $1.14 per unit for purchasers who purchased $500,000 or 
more of Hadron's equity. Two of such purchasers are directors or affiliates of a
director.                                                                       

  The Merger is subject to various customary terms, conditions, covenants,
indemnities and events and is anticipated to close in early November 2001.      

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Item 7.   Financial Statements and Exhibits                                     

   (c)  Press Release dated November 1, 2001 is included herein as
Exhibit 99.                                       

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SIGNATURES

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

          HADRON, INC.

Date: November 5, 2001                 By:  /s/ Sterling Phillips               
                               -----------------------
                         Sterling Phillips
                               Chief Executive Officer

8-K
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 INDEX TO EXHIBITS

Exhibit No.         Exhibit                                                     
-----------         -------                                                     

99              Press Release dated November 1, 2001                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		11/5/01		4					8-K,  8-K/A
For Period End:		11/1/01		2		5
		10/31/01		1		2
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