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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Dynamics Research Corp
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 5, 2015 |
DRCO / Dynamics Research Corp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 rrd147.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* DYNAMICS RESEARCH CORP (Name of Issuer) Common Stock (Title of Class of Securities) 268057106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| July 3, 2014 |
EGL / Engility Holdings, Inc. POSASR - - POSASR As filed with the Securities and Exchange Commission on July 3, 2014 Registration No. |
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| February 11, 2014 |
Form 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-34135 DYNAMICS RESEARCH CORPORATION (Exact name of registrant |
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| February 10, 2014 |
DRCO / Dynamics Research Corp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DYNAMICS RESEARCH CORP (Name of Issuer) Common Stock (Title of Class of Securities) 268057106 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 6, 2014 |
DRCO / Dynamics Research Corp / HEARTLAND ADVISORS INC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8) DYNAMICS RESEARCH CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 268057106 (CUSIP Number) December 31st, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 6, 2014 |
EXHIBIT 1 – JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| February 5, 2014 |
FORM S-8 POS As filed with the Securities and Exchange Commission on February 5, 2014 Registration No. |
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| February 5, 2014 |
FORM S-8 POS As filed with the Securities and Exchange Commission on February 5, 2014 Registration No. |
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| February 5, 2014 |
FORM S-8 POS As filed with the Securities and Exchange Commission on February 5, 2014 Registration No. |
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| February 5, 2014 |
As filed with the Securities and Exchange Commission on February 5, 2014 Registration No. |
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| February 5, 2014 |
Form S-8 POS As filed with the Securities and Exchange Commission on February 5, 2014 Registration No. |
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| February 5, 2014 |
FORM S-8 POS As filed with the Securities and Exchange Commission on February 5, 2014 Registration No. |
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| February 5, 2014 |
FORM S-8 POS As filed with the Securities and Exchange Commission on February 5, 2014 Registration No. |
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| February 5, 2014 |
FORM S-8 POS As filed with the Securities and Exchange Commission on February 5, 2014 Registration No. |
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| February 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) January 29, 2014 DYNAMICS RESEARCH CORPORATION (Exact Name of Registrant as Specified in Its Charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (IRS Employer Identification No. |
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| February 3, 2014 |
SECOND AMENDED AND RESTATED DYNAMICS RESEARCH CORPORATION ARTICLE I EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS of DYNAMICS RESEARCH CORPORATION ARTICLE I SHAREHOLDERS Section 1. Annual Meeting. The Corporation shall hold an annual meeting of shareholders at a time fixed by the Directors. The purposes for which the annual meeting is to be held, in addition to those prescribed by the Articles of Organization, shall be for electing directors and for such |
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| February 3, 2014 |
Amendments to the Articles of Organization of Dynamics Research Corporation EX-3.1 Exhibit 3.1 Amendments to the Articles of Organization of Dynamics Research Corporation Article II Intentionally omitted. Article III The total number of shares and par value of each class of stock that the corporation is authorized to issue is amended as follows: Class of Stock Par Value Authorized Shares Common $ 0.01 100 Article IV Intentionally omitted. Article VI The following addition |
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| January 29, 2014 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) DYNAMICS RESEARCH CORPORATION (Name of subject company (Issuer)) ENGILITY SOLUTIONS, INC., (Offeror) a wholly owned subsidiary of ENGILITY CORPORATION, (Offeror) a wholly owned |
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| January 29, 2014 |
Engility Completes Tender Offer for All Outstanding Shares of Dynamics Research Corporation Exhibit (a)(5)(H) Exhibit (a)(5)(H) Engility Completes Tender Offer for All Outstanding Shares of Dynamics Research Corporation CHANTILLY, VA – January 29, 2014, Engility Holdings, Inc. |
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| January 29, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 DYNAMICS RESEARCH CORPORATION (Name of Subject Company) DYNAMICS RESEARCH CORPORATION (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 268 |
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| January 29, 2014 |
Engility Completes Tender Offer for All Outstanding Shares of Dynamics Research Corporation EX-99.(a)(5)(C) Exhibit (a)(5)(C) Engility Completes Tender Offer for All Outstanding Shares of Dynamics Research Corporation CHANTILLY, VA – January 29, 2014, Engility Holdings, Inc. (NYSE: EGL) (“Engility”) today announced the successful completion of its previously announced tender offer for all of the outstanding shares of common stock of Dynamics Research Corporation (“DRC”) for $11.50 per sh |
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| January 21, 2014 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) DYNAMICS RESEARCH CORPORATION (Name of subject company (Issuer)) ENGILITY SOLUTIONS, INC., (Offeror) a wholly owned subsidiary of ENGILITY CORPORATION, (Offeror) a wholly owned |
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| January 21, 2014 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 DYNAMICS RESEARCH CORPORATION (Name of Subject Company) DYNAMICS RESEARCH CORPORATION (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Secur |
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| January 15, 2014 |
CORRESP Daniel McAvoy Counsel T 212-940-3112 [email protected] Nixon Peabody LLP 437 Madison Avenue New York, NY 10022-7039 212-940-3000 January 15, 2014 Via EDGAR and OVERNIGHT COURIER Securities and Exchange Commission Office of Mergers and Acquisitions 100 F Street, NE Washington, DC 20549 Attention: Alexandra M. Ledbetter, Esq. Office of Mergers and Acquisitions Division of Corporation |
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| January 15, 2014 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 DYNAMICS RESEARCH CORPORATION (Name of Subject Company) DYNAMICS RESEARCH CORPORATION (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Secur |
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| January 15, 2014 |
Exhibit (a)(5)(G) Exhibit (a)(5)(G) Engility Announces Early Termination of Hart-Scott-Rodino Waiting Period for Acquisition of Dynamics Research Corporation CHANTILLY, VA – January 14, 2014, Engility Holdings, Inc. |
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| January 15, 2014 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) DYNAMICS RESEARCH CORPORATION (Name of subject company (Issuer)) ENGILITY SOLUTIONS, INC., (Offeror) a wholly owned subsidiary of ENGILITY CORPORATION, (Offeror) a wholly owned |
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| January 9, 2014 |
Amendment #1 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 9, 2014 |
Schedule 14D-9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 DYNAMICS RESEARCH CORPORATION (Name of Subject Company) DYNAMICS RESEARCH CORPORATION (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class o |
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| January 9, 2014 |
FAQ Sheet for Employees of DRC Exhibit (a)(5)(B) Exhibit (a)(5)(B) FAQ Sheet for Employees of DRC 1. Will the DRC 401(k) Plan continue post acquisition in 2014? Are there changes being made within the current program for 2014? For all employees who were employed by DRC prior to the closing of the merger and who are participants in the DRC 401(k) plan, the parties intend that DRC’s 401(k) plan will continue in effect until at le |
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| December 30, 2013 |
SC 14D-9 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 DYNAMICS RESEARCH CORPORATION (Name of Subject Company) DYNAMICS RESEARCH CORPORATION (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securi |
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| December 30, 2013 |
Exhibit (d)(3) Exhibit (d)(3) PRIVATE AND CONFIDENTIAL October 4, 2013 Anthony Smeraglinolo Chief Executive Officer Engility Holdings, Inc. |
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| December 30, 2013 |
Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of DYNAMICS RESEARCH CORPORATION at $11. |
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| December 30, 2013 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $ |
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| December 30, 2013 |
Exhibit (a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase All Outstanding Shares of Common Stock of DYNAMICS RESEARCH CORPORATION at $11. |
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| December 30, 2013 |
DRCO / Dynamics Research Corp / Engility Holdings, Inc. - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 DYNAMICS RESEARCH CORPORATION (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of Securities) 268 |
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| December 30, 2013 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 DYNAMICS RESEARCH CORPORATION (Name of subject company (Issuer)) ENGILITY SOLUTIONS, INC., (Offeror) a wholly owned subsidiary of ENGILITY CORPORATION, (Offeror) a wholly owned subsidiary of ENGIL |
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| December 30, 2013 |
Exhibit (d)(4) Exhibit (d)(4) Anthony Smeraglinolo Chief Executive Officer Engility Holdings, Inc. |
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| December 30, 2013 |
Exhibit (a)(1)(C) Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Tender of Shares of Common Stock of DYNAMICS RESEARCH CORPORATION at $11. |
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| December 30, 2013 |
Exhibit (a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of DYNAMICS RESEARCH CORPORATION at $11. |
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| December 30, 2013 |
Exhibit (a)(5)(F) Exhibit (a)(5)(F) Engility Announces Commencement of Tender Offer for All Outstanding Shares of Dynamics Research Corporation CHANTILLY, VA – December 30, 2013, Engility Holdings, Inc. |
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| December 30, 2013 |
Exhibit (a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| December 30, 2013 |
AMENDMENT NO. 5 TO SENIOR SUBORDINATED LOAN AGREEMENT EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 5 TO SENIOR SUBORDINATED LOAN AGREEMENT THIS AMENDMENT NO. 5, dated as of December 27, 2013 (this “Amendment No. 5”), to that certain Senior Subordinated Loan Agreement referred to below is entered into by and among Dynamics Research Corporation, a Massachusetts corporation (the “Borrower”), the Guarantors, Ares Mezzanine Partners, L.P. (the “Le |
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| December 30, 2013 |
Exhibit (a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of DYNAMICS RESEARCH CORPORATION at $11. |
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| December 30, 2013 |
AMENDMENT NO. 6 TO CREDIT AGREEMENT EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 6 TO CREDIT AGREEMENT THIS AMENDMENT NO. 6, dated as of December 27, 2013 (this “Amendment No. 6”), to that certain Credit Agreement referred to below is entered into by and among Dynamics Research Corporation, a Massachusetts corporation (the “Borrower”), the Guarantors, each Lender party hereto, and Bank of America, N.A., as administrative age |
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| December 30, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) December 27, 2013 DYNAMICS RESEARCH CORPORATION (Exact Name of Registrant as Specified in Its Charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (IRS Employer Identification No. |
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| December 30, 2013 |
Exhibit (d)(5) Exhibit (d)(5) Execution Version CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and entered into as of this 20th day of December, 2013 and made effective as of (subject to Section 1 hereof) the closing date of the Transaction (as defined below), between Engility Corporation (the “Company”), and James P. |
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| December 23, 2013 |
EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics Research Corporation EVENT DATE/TIME: DECEMBER 23, 2013 / 1:30PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by |
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| December 23, 2013 |
EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS of DYNAMICS RESEARCH CORPORATION As amended through December 20, 2013 Section 1. ARTICLES OF ORGANIZATION The name and purposes of the corporation shall be as set forth in the Articles of Organization. These By-laws, the powers of the corporation and of its directors and stockholders, or of any class of stockholders if there shall be more than one cl |
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| December 23, 2013 |
EX-10.3 Exhibit 10.3 December 20, 2013 Strictly Confidential & Personal Helen Tsingos, Esq. 382 Ocean Ave. #502 Revere, MA 02511 [email protected] Re: Letter Agreement – Transaction Retention Bonus Dear Helen: As you know, Dynamics Research Corporation (the “Corporation”) is currently contemplating strategic alternatives involving potential business combinations pursuant to a process designated as |
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| December 23, 2013 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) December 20, 2013 DYNAMICS RESEARCH CORPORATION (Exact Name of Registrant as Specified in Its Charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (IRS Employer Identification No. |
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| December 23, 2013 |
EX-10.2 Exhibit 10.2 December 20, 2013 Strictly Confidential & Personal Mr. David Keleher 234 Cushing Road Newmarket, NH 03857 Re: Letter Agreement – Transaction Retention Bonus Dear Dave: As you know, Dynamics Research Corporation (the “Corporation”) is currently contemplating strategic alternatives involving potential business combinations pursuant to a process designated as Project Leader. You |
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| December 23, 2013 |
TENDER AND VOTING AGREEMENT INCLUDING IRREVOCABLE PROXY COUPLED WITH AN INTEREST EX-2.2 Exhibit 2.2 TENDER AND VOTING AGREEMENT INCLUDING IRREVOCABLE PROXY COUPLED WITH AN INTEREST This Tender and Voting Agreement, dated as of December 20, 2013 (this “Agreement”), is by and among Engility Corporation, a Delaware corporation (“Parent”), Engility Solutions, Inc., a Massachusetts corporation (“Merger Sub”), and the shareholder of Dynamics Research Corporation, a Massachusetts cor |
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| December 23, 2013 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 23, 2013 (December 20, 2013) ENGILITY HOLDINGS, INC. |
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| December 23, 2013 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 DYNAMICS RESEARCH CORPORATION (Name of subject company (Issuer)) ENGILITY SOLUTIONS, INC. (Offeror) a wholly owned subsidiary of ENGILITY CORPORATION (Offeror) a wholly owned subsidiary of ENGILIT |
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| December 23, 2013 |
EX-4.1 Exhibit 4.1 DYNAMICS RESEARCH CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Amendment No. 1 to Amended and Restated Rights Agreement Dated as of December 20, 2013 AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT This Amendment No. 1 to Amended and Restated Rights Agreement dated as of December 20, 2013 (this “Amendment”) is between Dynamics Research Co |
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| December 23, 2013 |
SC14D9C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 DYNAMICS RESEARCH CORPORATION (Name of Subject Company) DYNAMICS RESEARCH CORPORATION (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 268057106 (CU |
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| December 23, 2013 |
EX-99.4 Exhibit 99.4 Engility Employee FAQ 1. Why is Engility buying Dynamics Research Corporation (DRC)? The acquisition of DRC is a pivotal first step in our strategy of growth through strong partnerships and targeted acquisition opportunities and through this transaction we will be able to further expand and diversify our addressable market, customer base and capabilities. Our long-term success |
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| December 23, 2013 |
EX-99.3 Exhibit 99.3 Engility Employee Letter Dear Engility Colleagues: I am very pleased to announce that Engility has entered into an agreement to acquire Dynamics Research Corporation (DRC), a U.S. government services, information technology and management consulting firm. Led by a seasoned executive team, DRC brings a trusted, highly-specialized and talented workforce with a strong focus on cu |
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| December 23, 2013 |
DYNAMICS RESEARCH CORPORATION SPECIAL SEVERANCE PLAN EX-10.4 Exhibit 10.4 DYNAMICS RESEARCH CORPORATION SPECIAL SEVERANCE PLAN Dynamics Research Corporation’s (DRC) Special Severance Plan will, in the event of a Change of Control, resulting from protect selected and participating senior executives by providing a generous compensation arrangement should they be adversely affected by the Change of Control, and help DRC retain qualified employees and m |
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| December 23, 2013 |
SC14D9C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 DYNAMICS RESEARCH CORPORATION (Name of Subject Company) DYNAMICS RESEARCH CORPORATION (Name of Person Filing Statement) Common Stock, $0.10 par value per share (Title of Class of Securities) 268057106 (CU |
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| December 23, 2013 |
EX-99.1 Exhibit 99.1 Engility to Acquire Dynamics Research Corporation Complementary Businesses Expand Market Opportunity with New Customers in High Priority Markets Further Diversifies Engility’s Government Services Offerings and Access to Contract Vehicles Expected to be Accretive to 2014 Earnings and Significantly Accretive to Earnings in 2015 and Beyond CHANTILLY, VA and ANDOVER, MA – December |
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| December 23, 2013 |
8-A12B/A 1 d649050d8a12ba.htm 8-A12B/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2211809 (State of incorporation or organization) ( |
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| December 23, 2013 |
EX-99.1 Exhibit 99.1 Engility to Acquire Dynamics Research Corporation Complementary Businesses Expand Market Opportunity with New Customers in High Priority Markets Further Diversifies Engility’s Government Services Offerings and Access to Contract Vehicles Expected to be Accretive to 2014 Earnings and Significantly Accretive to Earnings in 2015 and Beyond CHANTILLY, VA and ANDOVER, MA – December |
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| December 23, 2013 |
EX-10.1 Exhibit 10.1 EXECUTION COPY BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 December 22, 2013 Engility Holdings, Inc. Engility Corporation 3750 Centerview Drive Chantilly, Virginia 20151 Ladies and Gentlemen: You have advised Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or |
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| December 23, 2013 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 20, 2013 BY AND AMONG DYNAMICS RESEARCH CORPORATION, ENGILITY CORPORATION, AND ENGILITY SOLUTIONS, INC. TABLE OF CONTENTS Page ARTICLE 1 THE OFFER AND THE MERGER 2 1.1 The Offer. 2 1.2 Company Actions. 4 1.3 Top-Up Option. 5 ARTICLE 2 THE MERGER 7 2.1 The Merger 7 2.2 Effective Time of the Merger 7 2.3 Closing 7 |
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| December 23, 2013 |
EX-99.1 Exhibit 99.1 Exhibit 99.1 Built for today. Designed for tomorrow. Engility to Acquire Dynamics Research Corporation December 23, 2013 Forward Looking Statements This presentation contains forward-looking statements with respect to the tender offer and related transactions, the expectation that the transaction would be accretive to Engility’s earnings, expectations with respect to synergies |
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| December 23, 2013 |
EX-10.1 Exhibit 10.1 December 20, 2013 Strictly Confidential & Personal Mr. James P. Regan Address 1 Address 2 Re: Letter Agreement – Special Transaction Success Bonus Dear Jim: As you know, Dynamics Research Corporation (the “Corporation”) is currently contemplating strategic alternatives involving potential business combinations pursuant to a process designated as Project Leader. You have been a |
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| December 23, 2013 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 20, 2013 BY AND AMONG DYNAMICS RESEARCH CORPORATION, ENGILITY CORPORATION, AND ENGILITY SOLUTIONS, INC. TABLE OF CONTENTS Page ARTICLE 1 THE OFFER AND THE MERGER 2 1.1 The Offer. 2 1.2 Company Actions. 4 1.3 Top-Up Option. 5 ARTICLE 2 THE MERGER 7 2.1 The Merger 7 2.2 Effective Time of the Merger 7 2.3 Closing 7 |
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| December 23, 2013 |
TENDER AND VOTING AGREEMENT INCLUDING IRREVOCABLE PROXY COUPLED WITH AN INTEREST EX-2.2 Exhibit 2.2 TENDER AND VOTING AGREEMENT INCLUDING IRREVOCABLE PROXY COUPLED WITH AN INTEREST This Tender and Voting Agreement, dated as of December 20, 2013 (this “Agreement”), is by and among Engility Corporation, a Delaware corporation (“Parent”), Engility Solutions, Inc., a Massachusetts corporation (“Merger Sub”), and the shareholder of Dynamics Research Corporation, a Massachusetts cor |
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| October 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 30, 2013 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdic |
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| October 31, 2013 |
DRC Reports Third Quarter 2013 Results EXHIBIT 99.1 DRC Reports Third Quarter 2013 Results Adjusted EBITDA of 9.2 Percent on Revenue of $68 Million Major Homeland Security Contract Wins Highlight Quarter Results 18 Percent Growth in Healthcare Operating Cash Generation at 10.5 Percent of Revenue ANDOVER, Mass., Oct. 30, 2013 (GLOBE NEWSWIRE) - Dynamics Research Corporation (Nasdaq:DRCO), a leading technology and management consulting c |
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| October 31, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-34135 DYNAMI |
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| August 1, 2013 |
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) July 31, 2013 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdictio |
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| August 1, 2013 |
DRC Reports Second Quarter 2013 Results EXHIBIT 99.1 DRC Reports Second Quarter 2013 Results - Adjusted EBITDA of 7.9 Percent on Revenue of $72 Million - - New Business Pipeline Up 25 Percent Sequentially; $200 Million Awaiting Award - - 11 Percent Growth in Healthcare Revenue - ANDOVER, Mass., July 31, 2013 (GLOBE NEWSWIRE) - Dynamics Research Corporation (Nasdaq:DRCO), a leading technology and management consulting company focused on |
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| June 6, 2013 |
As filed with the Securities and Exchange Commission on June 6, 2013 Registration No. |
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| June 6, 2013 |
EXHIBIT 10.1 2013 INCENTIVE PLAN 1. ADMINISTRATION Subject to the express provisions of the Plan, the Administrator has the authority to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures (which it may modify or waive); and otherwise do all things necessary to implement the Plan. On |
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| June 6, 2013 |
Submission of Matters to a Vote of Security Holders - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) June 4, 2013 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| May 2, 2013 |
AMENDMENT NO. 4 TO SENIOR SUBORDINATED LOAN AGREEMENT EXHIBIT 10.2 EXECUTION VERSION AMENDMENT NO. 4 TO SENIOR SUBORDINATED LOAN AGREEMENT THIS AMENDMENT NO. 4, dated as of April 26, 2013 (this "Amendment No. 4"), to that certain Senior Subordinated Loan Agreement referred to below is entered into by and among Dynamics Research Corporation, a Massachusetts corporation (the "Borrower"), the Guarantors, Ares Mezzanine Partners, L.P. (the "Lead Investor |
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| May 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) May 1, 2013 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| May 2, 2013 |
AMENDMENT NO. 5 TO CREDIT AGREEMENT EXHIBIT 10.1 Execution Copy AMENDMENT NO. 5 TO CREDIT AGREEMENT THIS AMENDMENT NO. 5, dated as of April 26, 2013 (this "Amendment No. 5"), to that certain Credit Agreement referred to below is entered into by and among Dynamics Research Corporation, a Massachusetts corporation (the "Borrower"), the Guarantors, each Lender party hereto, and Bank of America, N.A., as administrative agent (in such ca |
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| May 2, 2013 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) April 26, 2013 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| May 2, 2013 |
DRC Reports First Quarter 2013 Results - Adjusted EBITDA of 8.3 Percent on Revenue of $74 Million - Andover, Mass. - May 1, 2013 - Dynamics Research Corporation (Nasdaq: DRCO), a leading technology and management consulting company focused on driving performance and process improvement for government clients, today announced operating results for the first quarter ended March 31, 2013. Financial R |
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| April 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy State |
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| April 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy State |
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| April 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant Check the appropriate box: þ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy State |
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| March 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No. |
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| March 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) February 27, 2013 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| February 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) December 31, 2012 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| February 21, 2013 |
DRC Reports Fourth Quarter and Year-End 2012 Results - 2012 Adjusted EBITDA of 9.9 Percent on Revenue of $317 Million - - 2012 Free Cash Flow of $23 Million, 7.3 Percent of Revenue - - 2012 Debt Repayments of $28 Million Drop Leverage to 3.0 Times EBITDA - - Qualified New Business Pipeline of $1.1 Billion, Up 15 Percent In Past 3 Months - Andover, Mass. - February 20, 2013 - Dynamics Research Corp |
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| February 11, 2013 |
DRCO / Dynamics Research Corp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DYNAMICS RESEARCH CORP (Name of Issuer) Common Stock (Title of Class of Securities) 268057106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 8, 2013 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-185220 Dated February 8, 2013 PROSPECTUS DYNAMICS RESEARCH CORPORATION Up to 86,458 Shares Dynamics Research Corporation 2000 Employee Stock Purchase Plan Rescission Offer Under the terms and conditions described in this prospectus, we are offering to rescind sales of up to 86,458 shares of our common stock which we sold during the period from |
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| February 6, 2013 |
Dynamics Research Corporation Two Tech Drive, Andover MA 01810-2434 Tel: 978/289-1500 www. |
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| February 6, 2013 |
Two Tech Drive Andover, Massachusetts 01810 FORM OF RESCISSION OFFER ELECTION FORM , 2013 Exhibit 99.2 Two Tech Drive Andover, Massachusetts 01810 FORM OF RESCISSION OFFER ELECTION FORM , 2013 To: [NAME] [ADDRESS #1] [ADDRESS #2] [CITY, STATE, ZIP] [USA] IDENTIFICATION NUMBER: [UNIQUE IDENTIFICATION NUMBER] YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER. IF YOU WISH TO REJECT THE RESCISSION OFFER, DO NOT RETURN THIS FORM. YOU DO NOT NEED TO DO ANYTHING TO REJECT THE RESCISSION |
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| February 6, 2013 |
Two Tech Drive Andover, Massachusetts 01810 , 2013 Exhibit 99.1 Two Tech Drive Andover, Massachusetts 01810 , 2013 Dear 2000 Employee Stock Purchase Plan Participant: This letter and the accompanying document called a "Prospectus" contain important information. We are sending you these materials because you are a current or former participant in the Dynamics Research Corporation 2000 Employee Stock Purchase Plan (the "ESPP") and acquired shares of |
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| February 6, 2013 |
DYNAMICS RESEARCH CORPORATION Subsidiaries of the Registrant Exhibit 21.1 DYNAMICS RESEARCH CORPORATION Subsidiaries of the Registrant Name Jurisdiction DRC International Corporation Massachusetts H.J. Ford Associates, Inc. Delaware High Performance Technologies Innovations, LLC Florida Kadix Systems, LLC Virginia |
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| February 6, 2013 |
As filed with the Securities and Exchange Commission on February 6, 2013 Registration No. |
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| January 24, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) January 17, 2013 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| January 11, 2013 |
Two Tech Drive Andover, Massachusetts 01810 , 2013 Exhibit 99.1 Two Tech Drive Andover, Massachusetts 01810 , 2013 Dear 2000 Employee Stock Purchase Plan Participant: This letter and the accompanying document called a "Prospectus" contain important information. We are sending you these materials because you are a current or former participant in the Dynamics Research Corporation 2000 Employee Stock Purchase Plan (the "ESPP") and acquired shares of |
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| January 11, 2013 |
Two Tech Drive Andover, Massachusetts 01810 FORM OF RESCISSION OFFER ELECTION FORM , 2013 Exhibit 99.2 Two Tech Drive Andover, Massachusetts 01810 FORM OF RESCISSION OFFER ELECTION FORM , 2013 To: [NAME] [ADDRESS #1] [ADDRESS #2] [CITY, STATE, ZIP] [USA] IDENTIFICATION NUMBER: [UNIQUE IDENTIFICATION NUMBER] YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER. IF YOU WISH TO REJECT THE RESCISSION OFFER, DO NOT RETURN THIS FORM. YOU DO NOT NEED TO DO ANYTHING TO REJECT THE RESCISSION |
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| January 11, 2013 |
As filed with the Securities and Exchange Commission on January 11, 2013 Registration No. |
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| January 10, 2013 |
NIXON PEABODY LLP ATTORNEYS AT LAW 437 Madison Avenue New York, New York 10022-7001 (212) 940-3000 Fax: (212) 940-3111 Daniel McAvoy Direct Dial: (212) 940-3112 Direct Fax: (866) 260-0650 E-Mail: dmcavoy@nixonpeabody. |
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| January 7, 2013 |
AMENDMENT NO. 3 TO SENIOR SUBORDINATED LOAN AGREEMENT Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 TO SENIOR SUBORDINATED LOAN AGREEMENT THIS AMENDMENT NO. 3 dated as of December 31, 2012 (this "Amendment No. 3") to that certain Senior Subordinated Loan Agreement referred to below is entered into by and among Dynamics Research Corporation, a Massachusetts corporation (the "Borrower"), the Guarantors, Ares Mezzanine Partners, L.P. (the "Lead Investo |
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| January 7, 2013 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) December 31, 2012 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| January 7, 2013 |
DYNAMICS RESEARCH CORPORATION TWO TECH DRIVE, ANDOVER, MASSACHUSETTS 01810 TEL.: 978/289-1500 www.drc.com DRC Reports Debt Pay Down and Loan Amendments - Strong Cash Flow Enables $58 Million of Debt Repayment over Past 18 Months - ANDOVER, Mass. — January 7, 2013 — Dynamics Research Corporation (Nasdaq:DRCO), a leading provider of innovative management consulting, engineering, science and technolo |
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| January 7, 2013 |
AMENDMENT NO. 4 TO CREDIT AGREEMENT Exhibit 10-2 Execution Copy AMENDMENT NO. 4 TO CREDIT AGREEMENT THIS AMENDMENT NO. 4, dated as of December 31, 2012 (this "Amendment No. 4"), to that certain Credit Agreement referred to below is entered into by and among Dynamics Research Corporation, a Massachusetts corporation (the "Borrower"), the Guarantors, each Lender party hereto, and Bank of America, N.A., as administrative agent (in such |
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| November 30, 2012 |
Two Tech Drive Andover, Massachusetts 01810 , 2012 EX-99.1 6 ex99.1.htm PARTICIPANT LETTER Exhibit 99.1 Two Tech Drive Andover, Massachusetts 01810 , 2012 Dear 2000 Employee Stock Purchase Plan Participant: This letter and the accompanying document called a "Prospectus" contain important information. We are sending you these materials because you are a current or former participant in the Dynamics Research Corporation 2000 Employee Stock Purchase |
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| November 30, 2012 |
Exhibit 21.1 DYNAMICS RESEARCH CORPORATION Subsidiaries of the Registrant Name Jurisdiction DRC International Corporation Massachusetts H.J. Ford Associates, Inc. Delaware High Performance Technologies, Inc. Florida Kadix Systems, LLC Virginia |
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| November 30, 2012 |
Two Tech Drive Andover, Massachusetts 01810 FORM OF RESCISSION OFFER ELECTION FORM , 2013 Exhibit 99.2 Two Tech Drive Andover, Massachusetts 01810 FORM OF RESCISSION OFFER ELECTION FORM , 2013 To: [NAME] [ADDRESS #1] [ADDRESS #2] [CITY, STATE, ZIP] [USA] IDENTIFICATION NUMBER: [UNIQUE IDENTIFICATION NUMBER] YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER. IF YOU WISH TO REJECT THE RESCISSION OFFER, DO NOT RETURN THIS FORM. YOU DO NOT NEED TO DO ANYTHING TO REJECT THE RESCISSION |
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| November 30, 2012 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.28 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 dated as of September 15, 2011 (this "Agreement") to that certain Credit Agreement referred to below is entered into by and among Dynamics Research Corporation, a Massachusetts corporation (the "Borrower"), the Guarantors party hereto, each Lender party hereto, and Bank of America, N.A., as administrative agent (in such capacit |
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| November 30, 2012 |
Registration Statement - FORM S-1 As filed with the Securities and Exchange Commission on November 30, 2012 Registration No. |
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| November 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2012 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| November 1, 2012 |
Exhibit 99.1 DRC Reports Third Quarter 2012 Results - Adjusted EBITDA of 11.6 Percent on Revenue of $77 Million - - $11.7 Million Free Cash Flow, 15 Percent of Revenue - - $125 Million of New Contract Awards and Funded Bookings of $108 Million - - Goodwill Impairment Charge Concluded at $48.6M, $36.6M Third Quarter Charge - Andover, Mass. - October 31, 2012 - Dynamics Research Corporation (Nasdaq: |
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| July 26, 2012 |
Exhibit 99.1 DRC REPORTS PRELIMINARY SECOND QUARTER 2012 RESULTS - Company Reports Solid Cash Flow, Bookings and New Business Pipeline; Company Evaluating Possible Goodwill Impairment Charge - Andover, Mass. - July 25, 2012 - Dynamics Research Corporation (Nasdaq: DRCO), a leading provider of innovative management consulting, engineering, science and information technology services and solutions t |
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| July 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) July 25, 2012 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| July 3, 2012 |
AMENDMENT NO. 1 TO SENIOR SUBORDINATED LOAN AGREEMENT EXHIBIT 10.2 EXECUTION AMENDMENT NO. 1 TO SENIOR SUBORDINATED LOAN AGREEMENT THIS AMENDMENT NO. 1 dated as of June 29, 2012 (this “Amendment No. 1”) to that certain Senior Subordinated Loan Agreement referred to below is entered into by and among Dynamics Research Corporation, a Massachusetts corporation (the “Borrower”), the Guarantors, Ares Mezzanine Partners, L.P. (the “Lead Investor”) and each |
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| July 3, 2012 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT EXHIBIT 10.1 EXECUTION AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 dated as of June 29, 2012 (this “Amendment No. 2”) to that certain Credit Agreement referred to below is entered into by and among Dynamics Research Corporation, a Massachusetts corporation (the “Borrower”), the Guarantors, each Lender party hereto, and Bank of America, N.A., as administrative agent (in such capacity, |
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| July 3, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) June 29, 2012 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| June 19, 2012 |
AMENDED AND RESTATED BY-LAWS of DYNAMICS RESEARCH CORPORATION Dated June 13, 2012 Section 1. |
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| June 19, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) June 13, 2012 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| April 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant Check the appropriate box: þ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy State |
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| April 25, 2012 |
DRC Reports First Quarter 2012 Results Exhibit 99.1 News Release DYNAMICS RESEARCH CORPORATION TWO TECH DRIVE, ANDOVER, MASSACHUSETTS 01810-2434 TEL. 978/289-1500 www.drc.com DRC Reports First Quarter 2012 Results Andover, Mass. – April 24, 2012 – Dynamics Research Corporation (Nasdaq: DRCO), a leading provider of innovative management consulting, engineering, science and information technology services and solutions to federal and sta |
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| April 25, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) April 24, 2012 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| April 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy State |
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| April 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant Check the appropriate box: þ Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy State |
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| February 23, 2012 |
DRC REPORTS FOURTH QUARTER AND YEAR-END 2011 RESULTS Exhibit 99.1 News Release DYNAMICS RESEARCH CORPORATION TWO TECH DRIVE, ANDOVER, MASSACHUSETTS 01810-2434 TEL. 978/289-1500 www.drc.com DRC REPORTS FOURTH QUARTER AND YEAR-END 2011 RESULTS - Fourth Quarter Revenue Up 26 Percent – - Continued Strong Cash Flow Driving Rapid Debt Reduction - Andover, Mass. – February 22, 2012 – Dynamics Research Corporation (Nasdaq: DRCO), a leading provider of innov |
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| February 23, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) February 22, 2012 DYNAMICS RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Commission file number 001-34135 MASSACHUSETTS 04-2211809 (State or other jurisdiction of Incorporation or organization) (I. |
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| October 17, 2011 |
DYNAMICS RESEARCH CORPORATION Two Tech Drive Andover, Massachusetts 01810 October 17, 2011 VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission 100 F Street, N. |
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| October 7, 2011 |
October 7, 2011 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Gilmore, Accounting Branch Chief Jennifer Fugario, Staff Accountant Division of Corporation Finance Re: Dynamics Research Corporation. Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 28, 2011 Form 8-K/A Filed September 16, 2011 File No. 001-34135 Dear Mr. Gilmo |
