Mantech International Corp – ‘S-1MEF’ on 2/7/02

On:  Thursday, 2/7/02   ·   Effective:  2/7/02   ·   Accession #:  950168-2-100   ·   File #:  333-82310

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Registration of Additional Securities   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Form S-1                                               4     17K 
 2: EX-5.1      Opinion re: Legality                                   2     10K 
 3: EX-23.1     Consent of Experts or Counsel                          1      6K 
 4: EX-23.2     Consent of Experts or Counsel                          1      6K 

S-1MEF   —   Form S-1

S-1MEF
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As filed with the Securities and Exchange Commission on February 7, 2002  
                                               Registration No. 333-

================================================================================
SECURITIES AND EXCHANGE COMMISSION  
FORM S-1  
REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  
----------------- 
MANTECH INTERNATIONAL CORPORATION 
(Exact name of registrant as specified in its charter)  

                                                        [Enlarge/Download Table]
                                                                                                 
            Delaware                                 7373                         22-1852179     
  (State or other jurisdiction    (Primary Standard Industrial Classification  (I.R.S. Employer  
of incorporation or organization)                Code Number)                 Identification No.)

----------------- 
ManTech International Corporation 
12015 Lee Jackson Highway 
Fairfax, VA 22033-3300  
(703) 218-6000  
(Address, including zip code, and telephone number, including area code, of 
registrant's principal executive offices) 
----------------- 
George J. Pedersen  
Chairman, Chief Executive Officer 
and President 
ManTech International Corporation 
12015 Lee Jackson Highway 
Fairfax, VA 22033-3300  
(703) 218-6000  
Fax: (703) 218-6301 
(Name, address, including zip code, and telephone number, including area code,  
of agent for service) 
----------------- 
Copies to:  

   John F. Olson             Robert G. Robison
Ronald O. Mueller            Sharon L. Ferko
 Gibson, Dunn & Crutcher LLP  Morgan Lewis & Bockius LLP
1050 Connecticut Avenue, N.W.      101 Park Avenue      
Washington, D.C. 20036         New York, NY 10178 
 (202) 955-8500               (212) 309-6000
 Fax: (202) 467-0539         Fax: (212) 309-6273
----------------- 
 Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.                

If any of the securities being registered on this form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, check the following box.  [_]                                           

If this form is filed to register additional securities for an offering         
pursuant to Rule 462(b) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [X] 333-73946                  

If this form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act, check the following box and list the Securities Act       
registration statement number of the earlier effective registration statement 
for the same offering.  [_]                                                   

If this form is a post-effective amendment filed pursuant to Rule 462(d) under  
the Securities Act, check the following box and list the Securities Act       
registration statement number of the earlier effective registration statement 
for the same offering.  [_]                                                   

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
check the following box.  [_]                                                 
----------------- 
CALCULATION OF REGISTRATION FEE 

================================================================================

                                                        [Enlarge/Download Table]

                                                         Proposed                       
                                                         Maximum                        
             Title of each class of                     Aggregate          Amount of    
           securities to be registered             Offering Price(1)(2) Registration Fee
----------------------------------------------------------------------------------------
                                                                                        
Class A common stock, $0.01 par value per share(3)     $22,080,000           $2,031     

================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant  
to Rule 457(o).                                                         

(2) Includes shares issuable upon exercise of the underwriters' over-allotment  
option.                                                                 

(3) The $22,080,000 of Class A common stock being registered in this            
   Registration Statement is in addition to the $110,400,000 of Class A common
stock registered pursuant to Registrant's Registration Statement on Form
S-1 (File No. 333-73946).                                               

S-1MEF
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EXPLANATORY NOTE  

This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration        
Statement on Form S-1 (File No. 333-73946) filed by ManTech International       
Corporation with the Securities and Exchange Commission (the "Commission") on   
November 23, 2001, as amended, which was declared effective by the Commission   
on February 6, 2002, and including the documents filed by the Company with the  
Commission and incorporated or deemed to be incorporated therein, are           
incorporated herein by reference.                                               

1   

S-1MEF
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SIGNATURES  

  Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the   
undersigned, thereunto duly authorized, in Washington, D.C., on February 7,     
2002.                                                                           

                                     MANTECH INTERNATIONAL CORPORATION

                              By: /s/ GEORGE J. PEDERSEN
                               ---------------------
                            George J. Pedersen
                                  Chairman of the Board of
                                            Directors, Chief Executive Officer
                       and President

Pursuant to the requirements of the Securities Act of 1933, as amended, 
this registration statement has been signed by the following persons in the     
capacities indicated on February 7, 2002.                                       

                                                                [Download Table]

      Signature                                   Title                            
      ---------                                   -----                            
                                                                                   

/s/ GEORGE J. PEDERSEN Chairman of the Board of Directors, Chief Executive Officer 
---------------------- and President                                               

/s/ JOHN A. MOORE, JR. Executive Vice President, Chief Financial Officer, Treasurer
---------------------- and Director                                                

/s/ MICHAEL D. GOLDEN                                                              
---------------------- Director                                                    

/s/ STEPHEN W. PORTER                                                              
---------------------- Director                                                    

/s/ WALTER W. VAUGHAN                                                              
---------------------- Director                                                    

S-1MEF
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EXHIBIT INDEX 

                                                                [Download Table]

Exhibit                                       
Number  Description of Exhibit                
------  ----------------------                
                                              

  5.1   Opinion of Gibson, Dunn & Crutcher LLP

 23.1   Consent of Deloitte & Touche LLP      

 23.2   Consent of PricewaterhouseCoopers LLP 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		2/7/02		1		3
		2/6/02		2					S-1/A
		11/23/01		2					S-1
									List all Filings