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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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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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o
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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
1.01
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Entry
into a Material Definitive
Agreement.
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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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(a)
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Financial
statements of businesses acquired.
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(1)
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The
audited consolidated financial statements of Sycamore.US, Inc. and
Sycamore Services, Inc. as of and for the nine months ended September 24,
2010, 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 unaudited consolidated
financial statements of Sycamore.US, Inc. and Sycamore Services, Inc. as
of and for the nine months ended September 25, 2009, are attached hereto
as Exhibit 99.2 and are incorporated herein by
reference.
|
|
(3)
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The
audited consolidated financial statements of Sycamore.US, Inc. and
Sycamore Services, Inc. as of and for the years ended December 31, 2009
and 2008, together with Report of Independent Auditors are attached hereto
as Exhibit 99.3 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
prospectus dated September 30, 2010 and filed with the Securities and
Exchange Commission on October 1, 2010 pursuant to Rule 424(b)(4);
and
|
|
•
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Sycamore’s
audited financial statements and notes for nine months ended September 24,
2010 and the years ended December 31, 2009 and December 31,
2008.
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(d)
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Exhibits
–
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Exhibit
2.1
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Stock
Purchase Agreement by and among The KEYW Holding Corporation, Sycamore.US,
Inc., Sycamore Services, Inc., the Stockholders of Sycamore.US, Inc.
(“Sellers”) and the Representative of the Sellers dated and effective
November 29, 2010. (1) (2)
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Exhibit
23.1
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Consent
of Independent Certified Registered Public Accounting Firm.
(2)
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Exhibit
99.1
|
Audited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the nine months ended September 24, 2010,
together with Report of Independent Auditors. (2)
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Exhibit
99.2
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Unaudited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the nine months ended September 25, 2009.
(2)
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Exhibit
99.3
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Audited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the years ended December 31, 2009 and 2008,
together with Report of Independent Auditors. (2)
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Exhibit
99.4
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Unaudited
Pro Forma Condensed Balance Sheet as of December 31, 2009; Unaudited Pro
Forma Condensed Statement of Income for the year ended December 31, 2009.
(2)
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Exhibit
99.5
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The
KEYW Holding Corporation Press Release, dated November 30, 2010,
announcing the completion of the acquisition of Sycamore.US, Inc.
(2)
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(1)
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The
schedules and exhibits to this agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will
furnish copies of such schedules and exhibits to the Securities and
Exchange Commission upon request.
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(2)
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Filed
herewith.
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THE
KEYW HOLDING CORPORATION
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||
(Registrant)
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||
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/s/ John E. Krobath
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DATE: December
1, 2010
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John
E. Krobath
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Chief
Financial Officer
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Exhibit
Number
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Description
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Exhibit
2.1
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Stock
Purchase Agreement by and among The KEYW Holding Corporation, Sycamore.US,
Inc., Sycamore Services, Inc., the Stockholders of Sycamore.US, Inc.
(“Sellers”) and the Representative of the Sellers dated and effective
November 29, 2010. (1) (2)
|
Exhibit
23.1
|
Consent
of Independent Certified Registered Public Accounting Firm.
(2)
|
Exhibit
99.1
|
Audited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the nine months ended September 24, 2010,
together with Report of Independent Auditors. (2)
|
Exhibit
99.2
|
Unaudited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the nine months ended September 25, 2009.
(2)
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Exhibit
99.3
|
Audited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the years ended December 31, 2009 and 2008,
together with Report of Independent Auditors. (2)
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Exhibit
99.4
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Unaudited
Pro Forma Condensed Balance Sheet as of December 31, 2009; Unaudited Pro
Forma Condensed Statement of Income for the year ended December 31, 2009.
(2)
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Exhibit
99.5
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The
KEYW Holding Corporation Press Release, dated November 30, 2010,
announcing the completion of the acquisition of Sycamore.US, Inc.
(2)
|
(1)
|
The
schedules and exhibits to this agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will
furnish copies of such schedules to the Securities and Exchange Commission
upon request.
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(2)
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Filed
herewith.
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