Maryland
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27-1594952
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(State or other jurisdiction of
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(IRS Employer ID No.)
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incorporation or organization)
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1334 Ashton Road, Suite A
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Hanover, Maryland
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21076
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(Address of principal executive office)
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(Zip Code)
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Registrant's telephone number, including area code:
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(443) 270-5300
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01
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Completion of Acquisition or Disposition of Assets
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Item 9.01
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Financial Statements and Exhibits
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(1)
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The audited consolidated financial statements of FLD as of and for the seven months ended August 5, 2011, together with Report of Independent Auditors, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
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(2)
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The audited consolidated financial statements of FLD as of and for the years ended December 31, 2010 and December 31, 2009, together with Report of Independent Auditors are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
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(b)
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Pro forma financial information.
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•
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Accompanying notes to the unaudited pro forma condensed financial statements;
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•
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KEYW’s historical consolidated financial statements and notes included in KEYW’s Annual Report on Form 10-K dated December 31, 2010 and filed with the Securities and Exchange Commission on March 29, 2011 pursuant to Rule 424(b)(4); and
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•
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FLD’s audited financial statements and notes for seven months ended August 5, 2011 and the years ended December 31, 2010 and December 31, 2009.
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(d)
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Exhibits –
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Exhibit 2.1
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Agreement and Plan of Merger, dated as of July 27, 2011, by and among The KEYW Corporation (“Purchaser”), FLD Acquisition Corporation, a wholly-owned subsidiary of Purchaser, Flight Landata, Inc. and Jill Mann of Mann & Mann, P.C., as the Stockholder Representative. (The exhibits and disclosure schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Purchaser hereby undertakes to furnish supplementally to the Securities and Exchange Commission copies of any omitted appendices and exhibits upon request therefore by the Securities and Exchange Commission.) (1)
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Exhibit 23.1
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Consent of Independent Certified Registered Public Accounting Firm. (X)
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Exhibit 23.2
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Consent of Independent Certified Registered Public Accounting Firm. (X)
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Exhibit 99.1
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Audited Consolidated Financial Statements of FLD as of and for the seven months ended August 5, 2011, together with Report of Independent Auditors. (X)
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Exhibit 99.2
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Audited Consolidated Financial Statements of FLD as of and for the years ended December 31, 2010 and December 31, 2009, together with Report of Independent Auditors. (X)
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Exhibit 99.3
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Unaudited Pro Forma Condensed Balance Sheet as of December 31, 2010 and the Unaudited Pro Forma Condensed Statements of Income for the year ended December 31, 2010. (X)
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Exhibit 99.4
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The KEYW Holding Corporation Press Release, dated August 9, 2011, announcing the completion of the acquisition of Flight Landata, Inc. (2)
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(1)
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Filed as Exhibit 2.1 to Registrant’s Form 8-K filed August 10, 2011, File No. 001-34891.
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(2)
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Filed as Exhibit 99.1 to Registrant’s Form 8-K filed August 10, 2011, File No. 001-34891.
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(X)
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Filed herewith.
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THE KEYW HOLDING CORPORATION
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(Registrant)
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/s/ John E. Krobath
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DATE: October 13, 2011
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John E. Krobath
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Chief Financial Officer
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Exhibit 2.1
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Agreement and Plan of Merger, dated as of July 27, 2011, by and among The KEYW Corporation (“Purchaser”), FLD Acquisition Corporation, a wholly-owned subsidiary of Purchaser, Flight Landata, Inc. and Jill Mann of Mann & Mann, P.C., as the Stockholder Representative. (The exhibits and disclosure schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Purchaser hereby undertakes to furnish supplementally to the Securities and Exchange Commission copies of any omitted appendices and exhibits upon request therefore by the Securities and Exchange Commission.) (1)
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Exhibit 23.1
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Consent of Independent Certified Registered Public Accounting Firm. (X)
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Exhibit 23.2
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Consent of Independent Certified Registered Public Accounting Firm. (X)
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Exhibit 99.1
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Audited Consolidated Financial Statements of FLD as of and for the seven months ended August 5, 2011, together with Report of Independent Auditors. (X)
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Exhibit 99.2
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Audited Consolidated Financial Statements of FLD as of and for the years ended December 31, 2010 and December 31, 2009, together with Report of Independent Auditors. (X)
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Exhibit 99.3
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Unaudited Pro Forma Condensed Balance Sheet as of December 31, 2010 and the Unaudited Pro Forma Condensed Statements of Income for the year ended December 31, 2010. (X)
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Exhibit 99.4
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The KEYW Holding Corporation Press Release, dated August 9, 2011, announcing the completion of the acquisition of Flight Landata, Inc. (2)
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(1)
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Filed as Exhibit 2.1 to Registrant’s Form 8-K filed August 10, 2011, File No. 001-34891.
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(2)
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Filed as Exhibit 99.1 to Registrant’s Form 8-K filed August 10, 2011, File No. 001-34891.
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(X)
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Filed herewith.
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