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| CIK | 1487101 |
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 KEYW Holdings Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| January 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 24, 2019 |
KEYW / KEYW Holdings Corp 15-12B - - 15-12B 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: 001‑34891 THE KEYW HOLDING CORPORATION (Exact name of registrant as specifie |
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| June 12, 2019 |
KEYW / KEYW Holdings Corp POS AM - - POS AM As filed with the Securities and Exchange Commission on June 12, 2019 Registration No. |
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| June 12, 2019 |
KEYW / KEYW Holdings Corp S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on June 12, 2019 Registration Nos. |
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| June 12, 2019 |
KEYW / KEYW Holdings Corp S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on June 12, 2019 Registration Nos. |
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| June 12, 2019 |
KEYW / KEYW Holdings Corp S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on June 12, 2019 Registration Nos. |
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| June 12, 2019 |
KEYW / KEYW Holdings Corp S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on June 12, 2019 Registration Nos. |
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| June 12, 2019 |
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 12, 2019 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| June 12, 2019 |
Second Amended and Restated Bylaws of The KeyW Holding Corporation. Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF THE KEYW HOLDING CORPORATION (the “Corporation”) ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the board of directors of the Corporation (the “Board of Directors”) may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offi |
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| June 12, 2019 |
Articles of Amendment and Restatement of The KeyW Holding Corporation. Exhibit 3.1 ARTICLES OF AMENDMENT AND RESTATEMENT OF THE KEYW HOLDING CORPORATION The KeyW Holding Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland as follows: FIRST: The Corporation desires to amend and restate its charter as currently in effect pursuant to these Articles of Amendment and Restatement. These A |
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| June 12, 2019 |
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 12, 2019 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| June 12, 2019 |
JEC / Jacobs Engineering Group, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A 1 nc10002533x1sctota.htm 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) THE KEYW HOLDING CORPORATION (Name of Subject Company) ATOM ACQUISITION SUB, INC. (Offeror) JACOBS ENGINEERING GROUP INC. (Names of Filing Pe |
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| June 12, 2019 |
Jacobs Completes Tender Offer of KeyW Outstanding Shares of Common Stock EX-99.(A)(5)(D) 2 nc10002533x1ex99-a5d.htm EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) 1999 Bryan Street, Suite 1200 Dallas, Texas 75201 1.214.638.0145 Fax 1.214.638.0447 Press Release FOR IMMEDIATE RELEASE June 12, 2019 Jacobs Completes Tender Offer of KeyW Outstanding Shares of Common Stock DALLAS – Jacobs (NYSE:JEC) today announced that through its wholly-owned indirect subsidiary, Atom Acquisition Sub |
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| June 12, 2019 |
KEYW / KEYW Holdings Corp SC 14D9/A - - SC 14D9/A UNITED STATES 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 (Amendment No. 3) THE KEYW HOLDING CORPORATION (Name of Subject Company) THE KEYW HOLDING CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Se |
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| May 31, 2019 |
KEYW / KEYW Holdings Corp SC 14D9/A - - SC 14D9/A UNITED STATES 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 (Amendment No. 2) THE KEYW HOLDING CORPORATION (Name of Subject Company) THE KEYW HOLDING CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Se |
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| May 31, 2019 |
KEYW / KEYW Holdings Corp SD - - SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 31, 2019 |
Conflict Minerals Report of The KeyW Holding Corporation as required by Items 1.01 and 1.02. Exhibit 1.01 The KeyW Holding Corporation Conflict Minerals Report For the Year Ended December 31, 2018 This Conflict Minerals Report (the “Report”) of The KeyW Holding Corporation (“KeyW” or the “Company”) for the year ended December 31, 2018 (the “Reporting Period”) is provided to comply with Rule 13p-1 (the “Rule”) issued pursuant to the Securities Exchange Act of 1934. The Rule was adopted by |
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| May 24, 2019 |
JEC / Jacobs Engineering Group, Inc. SC TO-T/A - - 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. 1) THE KEYW HOLDING CORPORATION (Name of Subject Company) ATOM ACQUISITION SUB, INC. (Offeror) JACOBS ENGINEERING GROUP INC. (Names of Filing Persons) COMMON STOCK, PAR VALUE $0.001 PER SHA |
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| May 24, 2019 |
KEYW / KEYW Holdings Corp SC 14D9/A - - SC 14D9/A UNITED STATES 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 (Amendment No. 1) THE KEYW HOLDING CORPORATION (Name of Subject Company) THE KEYW HOLDING CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Se |
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| May 13, 2019 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT EX-99.(E)(33) 3 a2238805zex-99e33.htm EX-99.(E)(33) Exhibit (e)(33) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”), made as of this 11th day of March 2019 (the “Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400 |
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| May 13, 2019 |
KEYW / KEYW Holdings Corp SC 14D9 SC 14D9 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 13, 2019 |
Exhibit (e)(32) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective this day of May, 2017 (the “Effective Date”), is entered into by and between The KEYW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 150, Hanover, Maryland 21076 (the “Company”), and Marion Ruzecki, residing at 956 Placid Court, Arnold Maryland 21012 (the “Employee”). |
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| May 13, 2019 |
JEC / Jacobs Engineering Group, Inc. SC TO-T 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 THE KEYW HOLDING CORPORATION (Name of Subject Company) ATOM ACQUISITION SUB, INC. (Offeror) JACOBS ENGINEERING GROUP INC. (Names of Filing Persons) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class |
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| May 13, 2019 |
EX-99.(A)(1)(C) 4 nc10001202x4ex-a1c.htm EXHIBIT (A)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock of The KeyW Holding Corporation a Maryland corporation at $11.25 Net Per Share Pursuant to the Offer to Purchase Dated May 13, 2019 By Atom Acquisition Sub, Inc. a wholly owned indirect subsidiary of Jacobs Engineering Group Inc. THE OFFER AND WITHDRAWAL RIGHT |
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| May 13, 2019 |
EX-99.(A)(1)(B) 3 nc10001202x4ex-a1b.htm EXHIBIT (A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of THE KEYW HOLDING CORPORATION a Maryland corporation at $11.25 NET PER SHARE Pursuant to the Offer to Purchase dated May 13, 2019 by ATOM ACQUISITION SUB, INC. a wholly owned indirect subsidiary of JACOBS ENGINEERING GROUP INC. THE OFFER AND WITHDRAWAL RIGHTS WILL E |
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| May 13, 2019 |
EX-99.(D)(2) 10 nc10001202x4ex-d2.htm EXHIBIT (D)(2) Exhibit (d)(2) Execution Version NON-DISCLOSURE AGREEMENT This Non-disclosure Agreement (the “Agreement”) is made and entered into effective as of February 14, 2019, by and between The KeyW Holding Corporation (collectively with its subsidiaries and controlled affiliates, the “Company”), and Jacobs Engineering Group Inc. (including, where the co |
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| May 13, 2019 |
Exhibit (a)(1)(E) Letter to Clients with Respect to Offer to Purchase for Cash All Outstanding Shares of Common Stock of The KeyW Holding Corporation a Maryland corporation at $11. |
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| May 13, 2019 |
EX-99.(A)(1)(D) 5 nc10001202x4ex-a1d.htm EXHIBIT (A)(1)(D) Exhibit (a)(1)(D) Letter to Brokers and Dealers with Respect to Offer to Purchase for Cash All Outstanding Shares of Common Stock of The KeyW Holding Corporation a Maryland corporation at $11.25 Net Per Share Pursuant to the Offer to Purchase Dated May 13, 2019 by Atom Acquisition Sub, Inc. a wholly owned indirect subsidiary of Jacobs Engi |
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| May 13, 2019 |
EX-99.(A)(5)(C) 9 nc10001202x4ex-a5c.htm EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) NOTICE OF MERGER OF ATOM ACQUISITION SUB, INC. WITH AND INTO THE KEYW HOLDING CORPORATION May 13, 2019 Dear Stockholder of The KeyW Holding Corporation, In accordance with Section 3-106.1(e) of the Maryland General Corporation Law, you are hereby notified by Atom Acquisition Sub, Inc., a Maryland corporation (“Merger Sub” |
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| May 13, 2019 |
Jacobs Launches Tender Offer to Acquire KeyW for $11.25 per Share in Cash EX-99.(A)(5)(B) 8 nc10001202x4ex-a5b.htm EXHIBIT (A)(5)(B) Exhibit (a)(5)(B) FOR IMMEDIATE RELEASE Jacobs Launches Tender Offer to Acquire KeyW for $11.25 per Share in Cash DALLAS – May 13, 2019 – Jacobs (NYSE: JEC) today announced that its wholly owned indirect subsidiary, Atom Acquisition Sub, Inc., a Maryland corporation (“Merger Sub”), has commenced a tender offer for all of the outstanding |
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| May 13, 2019 |
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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| May 13, 2019 |
EX-99.(A)(1)(A) 2 nc10001202x4ex-a1a.htm EXHIBIT (A)(1)(A) TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of The KeyW Holding Corporation at $11.25 Net Per Share by Atom Acquisition Sub, Inc. a wholly owned indirect subsidiary of Jacobs Engineering Group Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 p.m., NEW YORK |
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| May 9, 2019 |
KEYW / KEYW Holdings Corp SC14D9C 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 THE KEYW HOLDING CORPORATION (Name of Subject Company) THE KEYW HOLDING CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 493723100 (CUSIP Numbe |
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| May 9, 2019 |
KEYW / KEYW Holdings Corp / ARP AMERICAS LLC - SCHEDULE 13G HOLDINGS REPORT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2019 or ¨ 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: 001-34891 The KEYW |
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| May 7, 2019 |
KeyW Reports First-Quarter 2019 Financial Results EX-99.1 2 a2019331erexhibit991.htm EXHIBIT 99.1 EXHIBIT 99.1 KeyW Reports First-Quarter 2019 Financial Results • Revenue of $113.8 million • Operating income of $1.2 million • Adjusted EBITDA (see Table 1 below) of $8.8 million or 7.7% of revenue • Contract awards of $87 million HANOVER, Md., May 7, 2019 (GLOBE NEWSWIRE)—The KeyW Holding Corporation (NASDAQ: KEYW), today announced first-quarter 20 |
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| May 7, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 7, 2019 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 6, 2019 |
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): May 6, 2019 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 6, 2019 |
KeyW to Postpone Annual Meeting EXHIBIT 99.1 KeyW to Postpone Annual Meeting HANOVER, Md., May 6, 2019 (GLOBE NEWSWIRE)—The KeyW Holding Corporation (NASDAQ: KEYW) today announced that, in light of the pending merger transaction between KeyW and Jacobs Engineering Group, Inc. announced on April 22, 2019, it has determined to postpone the Annual Meeting of the Stockholders of the Company (the “Annual Meeting”), originally schedul |
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| May 3, 2019 |
KEYW / KEYW Holdings Corp SC14D9C 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 THE KEYW HOLDING CORPORATION (Name of Subject Company) THE KEYW HOLDING CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 493723100 (CUSIP Numbe |
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| May 2, 2019 |
KEYW / KEYW Holdings Corp SC14D9C 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 THE KEYW HOLDING CORPORATION (Name of Subject Company) THE KEYW HOLDING CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 493723100 (CUSIP Numbe |
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| May 2, 2019 |
JEC / Jacobs Engineering Group, Inc. SC TO-C SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE KEYW HOLDING CORPORATION (Name of Subject Company (Issuer)) ATOM ACQUISITION SUB, INC. An indirect wholly owned subsidiary of JACOBS ENGINEERING GROUP INC. (Name of Filing Persons (Offerors)) Common Stock, par value |
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| May 2, 2019 |
CONFIDENTIAL – ATN Leadership Transition – Letter to KeyW Employees Exhibit 99.1 CONFIDENTIAL – ATN Leadership Transition – Letter to KeyW Employees Page 1 of 2 Letter from Steve Demetriou to KeyW Employees Dear KeyW Employees, I was grateful to have the opportunity to meet with some of you last week. Our meetings reinforced what all of us at Jacobs knew – KeyW is a best-in-class organization with incredible employees. Our future together is bright! As you know, f |
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| May 2, 2019 |
JEC / Jacobs Engineering Group, Inc. SC TO-C SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE KEYW HOLDING CORPORATION (Name of Subject Company (Issuer)) ATOM ACQUISITION SUB, INC. An indirect wholly owned subsidiary of JACOBS ENGINEERING GROUP INC. (Name of Filing Persons (Offerors)) Common Stock, par value |
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| May 2, 2019 |
KeyW Integration Management Office (IMO) Exhibit 99.1 KeyW Integration Management Office (IMO) May 1, 2019 To: SLT, ATN SLT We are pleased to announce the stand-up of the Integration Management Office (IMO) for the KeyW acquisition. As you are aware, we announced the acquisition on April 22 and anticipate a close no later than August 31. With that schedule in mind, we have established the IMO to plan and manage steps needed to get to clo |
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| May 1, 2019 |
KEYW / KEYW Holdings Corp SC14D9C 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 THE KEYW HOLDING CORPORATION (Name of Subject Company) THE KEYW HOLDING CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 493723100 (CUSIP Numbe |
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| April 23, 2019 |
Exhibit 99.1 Jacobs and KeyW Providing Technology Enabled, Mission-Critical Solutions at the Forefront of National Security April 22, 2019 Agenda Transaction Overview and Strategic Rationale Steve Demetriou, Chair & CEO Financial Overview Kevin Berryman, EVP & CFO Q&A2 Forward-Looking Statement Disclaimer Certain statements contained in this presentation constitute forward-looking statements as |
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| April 23, 2019 |
JEC / Jacobs Engineering Group, Inc. SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE KEYW HOLDING CORPORATION (Name of Subject Company (Issuer)) ATOM ACQUISITION SUB, INC. An indirect wholly owned subsidiary of JACOBS ENGINEERING GROUP INC. (Name of Filing Persons (Offerors)) Common Stock, par value |
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| April 23, 2019 |
Exhibit 99.2 April 22, 2019 We are very excited to announce today an agreement to acquire KeyW, a strategic acquisition that advances Jacobs’ strategy of delivering solutions for critical government priorities, and further positions us as a leader in the high-value Government Services sector. This is another key step in continuing to transform our portfolio and become a company like no other. As a |
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| April 23, 2019 |
Exhibit 99.3 Corrected Transcript 1-877-FACTSET www.callstreet.com Total Pages: 21 Copyright © 2001-2019 FactSet CallStreet, LLC 22-Apr-2019 Jacobs Engineering Group, Inc. (JEC) Acquisition of The KEYW Holding Corp. Solutions by Jacobs Engineering Group, Inc Call Jacobs Engineering Group, Inc. (JEC) Acquisition of The KEYW Holding Corp. Solutions by Jacobs Engineering Group, Inc Call Corrected Tra |
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| April 22, 2019 |
KEYW / KEYW Holdings Corp 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 THE KEYW HOLDING CORPORATION (Name of Subject Company) THE KEYW HOLDING CORPORATION (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 493723100 (CUSIP Numbe |
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| April 22, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Jacobs to Acquire KeyW, Capturing Leading Position in Multi Billion Dollar Space-Intelligence Market and the High Growth C5ISR Sector Combines Jacobs’ Track Record of Executing Large Complex Enterprise Contracts with KeyW’s Proprietary Technology Solutions and Rapid Development Expertise in the Areas of Intelligence, Surveillance and Reconnaissance as well as Cou |
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| April 22, 2019 |
JEC / Jacobs Engineering Group, Inc. SC TO-C 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): April 22, 2019 (April 21, 2019) JACOBS ENGINEERING GROUP INC. (Exact name of registrant as specified in its charter) Delaware 1-7463 95-4081636 (State of Incorporation) (Commission Fi |
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| April 22, 2019 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among THE KEYW HOLDING CORPORATION JACOBS ENGINEERING GROUP INC. and ATOM ACQUISITION SUB, INC. Dated as of April 21, 2019 TABLE OF CONTENTS Page ARTICLE I THE OFFER; THE MERGER; CLOSING; SURVIVING COMPANY 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 6 1.4 Closing 7 1.5 Effective Time 7 1.6 The Articles of Incorporation 7 1.7 The |
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| April 22, 2019 |
JEC / Jacobs Engineering Group, Inc. 8-K DFAN14A 1 form8k.htm 8-K 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): April 22, 2019 (April 21, 2019) JACOBS ENGINEERING GROUP INC. (Exact name of registrant as specified in its charter) Delaware 1-7463 95-4081636 (State of Inco |
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| April 22, 2019 |
EX-99.1 3 ex991.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Jacobs to Acquire KeyW, Capturing Leading Position in Multi Billion Dollar Space-Intelligence Market and the High Growth C5ISR Sector Combines Jacobs’ Track Record of Executing Large Complex Enterprise Contracts with KeyW’s Proprietary Technology Solutions and Rapid Development Expertise in the Areas of Intelligence, Surveillance |
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| April 22, 2019 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among THE KEYW HOLDING CORPORATION JACOBS ENGINEERING GROUP INC. and ATOM ACQUISITION SUB, INC. Dated as of April 21, 2019 TABLE OF CONTENTS Page ARTICLE I THE OFFER; THE MERGER; CLOSING; SURVIVING COMPANY 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 6 1.4 Closing 7 1.5 Effective Time 7 1.6 The Articles of Incorporation 7 1.7 The |
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| April 22, 2019 |
Entry into a Material Definitive Agreement, 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 22, 2019 (April 21, 2019) THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| April 22, 2019 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among THE KEYW HOLDING CORPORATION JACOBS ENGINEERING GROUP INC. and ATOM ACQUISITION SUB, INC. Dated as of April 21, 2019 TABLE OF CONTENTS Page ARTICLE I THE OFFER; THE MERGER; CLOSING; SURVIVING COMPANY 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 6 1.4 Closing 7 1.5 Effective Time 7 1.6 The Articles of Incorporation 7 1.7 The |
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| April 22, 2019 |
Cautionary Notes on Forward Looking Statements Exhibit 99.1 KeyW Announces Definitive Merger Agreement with Jacobs HANOVER, Md., April 22, 2019 (GLOBE NEWSWIRE) — The KeyW Holding Corporation (NASDAQ:KEYW) announced today that it has signed a definitive agreement and plan of merger (the “Merger Agreement”) with Jacobs (NYSE: JEC) and Atom Acquisition Sub, Inc., a newly created wholly owned indirect subsidiary of Jacobs (“Merger Sub”), to be ac |
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| April 9, 2019 |
KEYW / KEYW Holdings Corp DEF 14A 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 (Amendment No. ) Filed by the Registrant x 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)) x Defin |
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| March 20, 2019 |
As filed with the Securities and Exchange Commission on March 20, 2019 Registration No. |
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| March 12, 2019 |
KeyW Reports Fourth-Quarter and Full Year 2018 Financial Results EXHIBIT 99.1 KeyW Reports Fourth-Quarter and Full Year 2018 Financial Results • Fourth-quarter revenue of $126.3 million, $506.8 million for fiscal year 2018 • Fourth-quarter operating loss of $0.2 million; $7.9 million operating income for fiscal year 2018 • Fourth-quarter adjusted EBITDA (see table 1 below) of $12.0 million (9.5% of revenue) and $49.6 million (9.8% of revenue) for fiscal year 20 |
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| March 12, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 12, 2019 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| March 12, 2019 |
Exhibit 10.30 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”), made as of this 11th day of March 2019 (the “Second Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and Phil |
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| March 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 001-34891 THE KEYW HOLDIN |
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| March 12, 2019 |
Exhibit 10.29 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”), made as of this 11th day of March 2019 (the “Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and John Sutton (t |
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| March 12, 2019 |
Exhibit 10.18 Grant No.: THE KEYW HOLDING CORPORATION AMENDED AND RESTATED 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT The KeyW Holding Corporation, a Maryland corporation (the “Company”), hereby grants shares of its common stock (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set fo |
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| March 12, 2019 |
Exhibit 10.31 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”), made as of this 11th day of March 2019 (the “Second Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and Kirk |
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| March 12, 2019 |
Exhibit 10.19 Grant No.: THE KEYW HOLDING CORPORATION AMENDED AND RESTATED 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT The KEYW Holding Corporation, a Maryland corporation (the “Company”), hereby grants Restricted Stock Units (the “Units”), to the Grantee named below. These Units are restricted contingent upon the achievement of the associated performance and vesting conditions set f |
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| March 12, 2019 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiary List of The KeyW Holding Corporation Name Jurisdiction of Organization The KeyW Corporation Maryland Aeroptic, LLC (subsidiary of The KeyW Corporation) Massachusetts GeoVantage, Inc. (subsidiary of Aeroptic, LLC) Delaware Sotera Defense Solutions, Inc. (subsidiary of The KeyW Corporation) Delaware Potomac Fusion, LLC (subsidiary of Sotera Defense Solutions, Inc.) Delaware |
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| February 14, 2019 |
KEYW / KEYW Holdings Corp / Neuberger Berman Group LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* KEYW HOLDING CORP (Name of Issuer) Common (Title of Class of Securities) 49372310 (CUSIP Number) December 31, 2018 (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 12, 2019 |
KEYW / KEYW Holdings Corp / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment SC 13G 1 sc13g.htm UNITED STATE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* The KEYW Holding Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 493723100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 8, 2019 |
KEYW / KEYW Holdings Corp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment SC 13G 1 dfs141.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KEYW HOLDING CORP/THE (Name of Issuer) Common Stock (Title of Class of Securities) 493723100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| January 28, 2019 |
KEYW / KEYW Holdings Corp / FRANKLIN RESOURCES INC Passive Investment keyw18a5.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 493723100 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* The KEYW Holding Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 493723100 (CUSIP Number) December 31, 2018 |
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| November 6, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 keyw-2018930x8kearningsrel.htm 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): November 6, 2018 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of in |
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| November 6, 2018 |
KeyW Reports Third-Quarter 2018 Financial Results EX-99.1 2 a2018930erexhibit991.htm EXHIBIT 99.1 EXHIBIT 99.1 KeyW Reports Third-Quarter 2018 Financial Results • Revenue of $126.7 million • Operating income of $3.7 million • Adjusted EBITDA (see table 1 below) of $13.7 million or 10.8% of revenue • Contract awards of $312 million • Company revises its fiscal year 2018 financial guidance HANOVER, Md., November 6, 2018 (GLOBE NEWSWIRE)—The KeyW Ho |
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| November 6, 2018 |
KEYW / KEYW Holdings Corp 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2018 or ¨ 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: 001-34891 The |
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| August 1, 2018 |
KeyW Reports Second-Quarter 2018 Financial Results EXHIBIT 99.1 KeyW Reports Second-Quarter 2018 Financial Results • Second-quarter revenue of $128.1 million • Second-quarter operating income of $3.7 million • Second-quarter adjusted EBITDA (see table 1 below) of $12.3 million (9.6% of revenue) • Second-quarter awards of $150 million and $113 million of net bookings • Company reiterates fiscal 2018 financial guidance HANOVER, Md., August 1, 2018 ( |
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| August 1, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 keyw-2018630x8kearningsrel.htm 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): August 1, 2018 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of inco |
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| August 1, 2018 |
KEYW / KEYW Holdings Corp 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2018 or ¨ 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: 001-34891 The KEYW |
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| June 6, 2018 |
Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”), made as of this first day of June 2018 (the “Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (“Company”) and Philip Luci, Jr. (t |
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| June 6, 2018 |
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 1, 2018 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 29, 2018 |
Conflict Minerals Report of The KeyW Holding Corporation as required by Items 1.01 and 1.02. EX-1.01 2 exhibit101confictmineralsr.htm EXHIBIT 1.01 Exhibit 1.01 The KeyW Holding Corporation Conflict Minerals Report For the Year Ended December 31, 2017 This Conflict Minerals Report (the “Report”) of The KeyW Holding Corporation (“KeyW” or the “Company”) for the year ended December 31, 2017 (the “Reporting Period”) is provided to comply with Rule 13p-1 (the “Rule”) issued pursuant to the Sec |
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| May 29, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 16, 2018 |
EX-99.(A)(5)(B) 2 tv494302exa5b.htm EXHIBIT (A)(5)(B) Exhibit (a)(5)(B) The KeyW Holding Corporation Announces Final Results of Tender Offer for Any and All of its Outstanding 2.50% Convertible Senior Notes due 2019 HANOVER, Md., May 16, 2018 — The KeyW Holding Corporation (NASDAQ: KEYW) (the “Company”) announced today the expiration and final results of the Company’s previously announced offer to |
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| May 16, 2018 |
KEYW / KEYW Holdings Corp SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 The KeyW Holding Corporation (Name of Subject Company (Issuer) and Filing Person (Offeror)) 2.50% Convertible Senior Notes due 2019 (Title of Class of Securities) 493723 AA8 (CUSIP Number of Class of S |
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| May 10, 2018 |
Submission of Matters to a Vote of Security Holders 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 10, 2018 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 9, 2018 |
KEYW / KEYW Holdings Corp SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 The KeyW Holding Corporation (Name of Subject Company (Issuer) and Filing Person (Offeror)) 2.50% Convertible Senior Notes due 2019 (Title of Class of Securities) 493723 AA8 (CUSIP Number of Class of S |
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| May 8, 2018 |
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): May 8, 2018 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-34891 27-1594952 (State or other jurisdiction of incorporation) (Commissio |
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| May 8, 2018 |
Exhibit 10.2 SECOND LIEN CREDIT AGREEMENT Dated as of May 8, 2018 among THE KEYW CORPORATION, as the Borrower, and ROYAL BANK OF CANADA, as Administrative Agent, and The Other Lenders Party Hereto RBC CAPITAL MARKETS*, FIFTH THIRD BANK, JPMORGAN CHASE BANK, N.A., and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Joint Bookrunners * RBC Capital Markets is a brand name for the capita |
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| May 8, 2018 |
Exhibit 10.1 FIRST LIEN CREDIT AGREEMENT Dated as of May 8, 2018 among THE KEYW CORPORATION, as the Borrower, and ROYAL BANK OF CANADA, as Administrative Agent, Swingline Lender and L/C Issuer, and The Other Lenders Party Hereto RBC CAPITAL MARKETS*, FIFTH THIRD BANK, JPMORGAN CHASE BANK, N.A., and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Joint Bookrunners * RBC Capital Market |
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| May 8, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 8, 2018 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 8, 2018 |
KeyW Reports First-Quarter 2018 Financial Results KeyW Reports First-Quarter 2018 Financial Results • First-quarter revenue of $125. |
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| May 8, 2018 |
KEYW / KEYW Holdings Corp 10-Q (Quarterly Report) 10-Q 1 keyw201833110q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| May 4, 2018 |
KEYW / KEYW Holdings Corp DEFA14A DEFA14A 1 tv493105defa14a.htm DEFA14A 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 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as |
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| April 27, 2018 |
KEYW / KEYW Holdings Corp AMENDMENT NO. 1 TO SCHEDULE TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 The KeyW Holding Corporation (Name of Subject Company (Issuer) and Filing Person (Offeror)) 2.50% Convertible Senior Notes due 2019 (Title of Class of Securities) 493723 AA8 (CUSIP Number of Class of S |
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| April 27, 2018 |
Exhibit (a)(1)(C) The KeyW Holding Corporation SUPPLEMENT TO OFFER TO PURCHASE Offer to Purchase for Cash any and all outstanding 2. |
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| April 27, 2018 |
KEYW / KEYW Holdings Corp CORRESP CORRESP 1 filename1.htm 2000 Pennsylvania Ave., NW Washington, D.C. 20006-1888 Telephone: 202.887.1500 Facsimile: 202.887.0763 www.mofo.com morrison foerster llp new york, san francisco, los angeles, palo alto, sacramento, san diego, denver, northern virginia, washington, d.c. tokyo, london, berlin, brussels, beijing, shanghai, hong kong, singapore April 27, 2018 VIA EDGAR Daniel F. Duchovny Speci |
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| April 13, 2018 |
Financial Statements and Exhibits, Other Events 8-K 1 keyw-2018413x8ktenderoffer.htm 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): April 13, 2018 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of inco |
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| April 13, 2018 |
EX-99.1 2 a2018413exhibit991.htm EXHIBIT 99.1 The KeyW Holding Corporation Commences Tender Offer for Any and All of its Outstanding 2.50% Convertible Senior Notes due 2019 HANOVER, Md., April 13, 2018 - The KeyW Holding Corporation (NASDAQ: KEYW) (the “Company”) announced today that it has commenced a tender offer (the “Tender Offer”) to purchase any and all of its outstanding 2.50% Convertible S |
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| April 13, 2018 |
KEYW / KEYW Holdings Corp SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 The KeyW Holding Corporation (Name of Subject Company (Issuer) and Filing Person (Offeror)) 2.50% Convertible Senior Notes due 2019 (Title of Class of Securities) 493723 AA8 (CUSIP Number of Class of Securities) Philip |
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| April 13, 2018 |
Exhibit (a)(1)(B) The KeyW Holding Corporation LETTER OF TRANSMITTAL Offer to Purchase for Cash any and all outstanding 2. |
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| April 13, 2018 |
Exhibit (a)(5)(A) The KeyW Holding Corporation Commences Tender Offer for Any and All of its Outstanding 2. |
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| April 13, 2018 |
The KeyW Holding Corporation Ratio of Earnings to Fixed Charges EX-99.(A)(6)(A) 5 tv490782ex-a6a.htm EXHIBIT (A)(6)(A) Exhibit (a)(6)(A) The KeyW Holding Corporation Ratio of Earnings to Fixed Charges Year Ended December 31, 2017 2016 2015 2014 2013 Earnings: Pre tax (loss) income from continuing operations (22,011,000 ) 4,322,000 5,872,000 9,946,000 (5,441,000 ) Interest expense 17,015,000 10,812,000 10,299,000 8,934,000 3,508,000 Total earnings (4,996,000 ) |
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| April 13, 2018 |
Exhibit (a)(1)(A) The KeyW Holding Corporation Offer to Purchase for Cash any and all outstanding 2. |
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| April 6, 2018 |
The KeyW Holding Corporation Amended and Restated 2013 Stock Incentive Plan 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 (Amendment No. ) Filed by the Registrant x 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)) x Defin |
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| March 16, 2018 |
Employment Agreement, dated August 24, 2016, between The KeyW Corporation and Philip Luci. EX-10.34 2 exhibit1034employmentagree.htm EXHIBIT 10.34 Exhibit 10.34 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective this 24th day of August 2016 (the “Effective Date”), is entered into by and between The KEYW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 150, Hanover, Maryland 21076 (the “Company”), and Phili |
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| March 16, 2018 |
EX-10.36 4 exhibit1036firstamendmento.htm EXHIBIT 10.36 Exhibit 10.36 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”), made as of this 10th day of October 2017, is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 150, Hanover, MD 21076 (“KeyW”) |
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| March 16, 2018 |
Employment Agreement, dated April 4, 2017, between The KeyW Corporation and Kirk Herdman. EX-10.35 3 exhibit1035employmentagree.htm EXHIBIT 10.35 Exhibit 10.35 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective this 4th day of April 2017 (the “Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 150, Hanover, Maryland 21076 (the “KeyW”), and Kirk Herdm |
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| March 16, 2018 |
Subsidiaries of the Registrant EX-21.1 5 exhibit211subsidiariesofth.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiary List of The KeyW Holding Corporation Name Jurisdiction of Organization The KeyW Corporation Maryland Aeroptic, LLC (subsidiary of The KeyW Corporation) Massachusetts GeoVantage, Inc. (subsidiary of Aeroptic, LLC) Delaware Sotera Defense Solutions, Inc. (subsidiary of The KeyW Corporation) Delaware Potomac Fusion, LLC (su |
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| March 16, 2018 |
KEYW / KEYW Holdings Corp 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 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 001-34891 THE KEYW HOLDIN |
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| March 15, 2018 |
KeyW Reports Fourth-Quarter and Fiscal Year 2017 Financial Results KeyW Reports Fourth-Quarter and Fiscal Year 2017 Financial Results • Fourth-quarter revenue from continuing operations of $126. |
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| March 15, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 15, 2018 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| February 15, 2018 |
KEYW / KEYW Holdings Corp / Neuberger Berman Group LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* KEYW HOLDING CORP (Name of Issuer) Common (Title of Class of Securities) 49372310 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 7, 2018 |
KEYW / KEYW Holdings Corp / FRANKLIN RESOURCES INC Passive Investment SC 13G/A 1 keyw17a4.htm CUSIP NO. 493723100 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* The KEYW Holding Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 493723100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Fi |
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| December 27, 2017 |
KEYW / KEYW Holdings Corp 8-K (Current Report) Document 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 21, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| December 27, 2017 |
Exhibit Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT , dated as of December 21, 2017 (this ? Amendment ?), among THE KEYW CORPORATION, a Maryland corporation (the ? Borrower ?), each of the undersigned guarantors (the ? Guarantors ?,) the Lenders party hereto and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the ? Administrative Agent ?) for the Lenders (su |
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| December 11, 2017 |
KEYW / KEYW Holdings Corp / FRANKLIN RESOURCES INC Passive Investment CUSIP NO. 493723100 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* THE KEYW HOLDING CORPORATION (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 493723100 (CUSIP Number) November 30, 2017 (Date of Event Which Requires Filing of this Statement) |
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| November 3, 2017 |
KEYW Holdings 8-K/A (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| November 3, 2017 |
EX-99.1 2 a2017930erexhibit9911.htm EXHIBIT 99.1 THE KeyW HOLDING CORPORATION AND SUBSIDIARIES Adjusted EBITDA from Continuing Operations Reconciliation Table (in thousands and unaudited) Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net (Loss) Income from Continuing Operations $ (4,156 ) $ 3,504 $ (24,713 ) $ 4 |
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| November 3, 2017 |
KEYW / KEYW Holdings Corp 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2017 or ¨ 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: 001-34891 The |
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| November 2, 2017 |
KEYW Holdings 8-K (Current Report/Significant Event) Document 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): November 2, 2017 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| November 2, 2017 |
KeyW Reports Third-Quarter 2017 Financial Results EX-99.1 2 a2017930erexhibit991.htm EXHIBIT 99.1 KeyW Reports Third-Quarter 2017 Financial Results • Third-quarter bookings total $273 million, or 2.2 times revenue; • Third-quarter revenue from continuing operations of $122.4 million; • GAAP EPS from continuing operations of $(0.08); • Third-quarter adjusted EBITDA from continuing operations (see below) of $11.6 million, 9.5% of revenue; and • Com |
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| September 21, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| September 19, 2017 |
8-K 1 keyw-20179198kdepartureapp.htm 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): September 15, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of |
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| September 19, 2017 |
Exhibit Exhibit 99.1 KeyW Appoints Kirk Herdman as Executive Vice President of Corporate Strategy and Business Development HANOVER, Md., Sept., 15, 2017 (GLOBE NEWSWIRE) - The KeyW Holding Corporation (NASDAQ:KEYW) announced today that it has appointed Kirk Herdman as executive vice president (EVP) of Corporate Strategy and Business Development. Mr. Herdman joined KeyW in April this year through t |
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| September 19, 2017 |
Exhibit Exhibit 10.1 AMENDMENT AND TERMINATION OF EMPLOYMENT AGREEMENT THIS AMENDMENT AND TERMINATION OF EMPLOYMENT AGREEMENT (the ? Amendment ?), made as of this 15 th day of September, 2017, is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the ? Company ?) and Michele Cook (th |
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| August 25, 2017 |
KEYW / KEYW Holdings Corp / ETF MANAGERS GROUP, LLC - 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. 1)* KeyW Holding Corp. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 493723100 (CUSIP Number) August 9, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| August 23, 2017 |
KEYW / KEYW Holdings Corp / ETF MANAGERS GROUP, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KeyW Holding Corp. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 493723100 (CUSIP Number) August 6, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| August 9, 2017 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) Document 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): August 9, 2017 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| August 9, 2017 |
KeyW Reports Second-Quarter 2017 Financial Results EX-99.1 2 a2017630erexhibit991.htm EXHIBIT 99.1 KeyW Reports Second-Quarter 2017 Financial Results • Second-quarter revenue from continuing operations of $124.1 million; • GAAP EPS from continuing operations of $(0.34), including extraordinary items discussed below; • Second-quarter adjusted EBITDA from continuing operations (see below) of $10.5 million, 8.5% of revenue; • KeyW on schedule to achi |
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| August 9, 2017 |
KEYW / KEYW Holdings Corp 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2017 or ¨ 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: 001-34891 The KEYW |
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| June 16, 2017 |
UNAUDITED PRO FORMA FINANCIAL INFORMATION EX-99.2 4 exhibit992proformafinancia.htm EXHIBIT 99.2 Exhibit 99.2 UNAUDITED PRO FORMA FINANCIAL INFORMATION The KeyW Holding Corporation (“KeyW”) completed the acquisition of Sotera Holdings Inc. ("Sotera") on April 4, 2017. The following tables set forth: (1) the summary statement of operations for Sotera for the year ended December 31, 2016, and (2) the summary balance sheet data for Sotera as |
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| June 16, 2017 |
Exhibit Exhibit 99.1 Sotera Holdings, Inc. Consolidated Financial Statements December 31, 2016 Contents Independent auditor?s report 1-2 Financial statements Consolidated balance sheets 3 Consolidated statements of operations 4 Consolidated statements of changes in stockholders? equity 5 Consolidated statements of cash flows 6 Notes to consolidated financial statements 7-27 Independent Auditor?s R |
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| June 16, 2017 |
Financial Statements and Exhibits Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| May 31, 2017 |
The KEYW Holding Corporation Conflict Minerals Report For The Year Ended December 31, 2016 EX-1.01 2 exhibit101confictmineralsr.htm EXHIBIT 1.01 Exhibit 1.01 The KEYW Holding Corporation Conflict Minerals Report For The Year Ended December 31, 2016 This Conflict Minerals Report (the “Report”) of The KEYW Holding Corporation (“KEYW” or the “Company”) for the year ended December 31, 2016 (the “Reporting Period”) is provided to comply with Rule 13p-1 (the “Rule”) issued pursuant to the Sec |
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| May 31, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 15, 2017 |
Transition Agreement, dated May 9, 2017, between The KeyW Corporation and Mark Willard. EX-10.2 3 v467078ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of May, 2017, between The KeyW Corporation, a Maryland corporation, including all entities now or hereafter controlling, controlled by or under common control with The KEYW Corporation, including but not limited to The KEYW Holding Corporation, The KEYW Corpora |
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| May 15, 2017 |
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 9, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 15, 2017 |
Employment Agreement, dated May 9, 2017, between The KeyW Corporation and John Sutton. EX-10.3 4 v467078ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective this 9th day of May, 2017 (the “Effective Date”), is entered into by and between The KEYW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 150, Hanover, Maryland 21076 (the “Company”), and John Sutton, residing at |
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| May 15, 2017 |
Transition Agreement, dated May 9, 2017, between The KeyW Corporation and Kim DeChello. EX-10.1 2 v467078ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of May, 2017, between The KeyW Corporation, a Maryland corporation, including all entities now or hereafter controlling, controlled by or under common control with The KEYW Corporation, including but not limited to The KEYW Holding Corporation, The KEYW Corpora |
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| May 15, 2017 |
EX-99.1 5 v467078ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Heather Williams Corporate Media Relations 443.733.1613 [email protected] Chris Donaghey Investor Relations [email protected] 443.733.1600 KeyW Announces Changes to Executive Leadership Team Chief Operating Officer, Mark Willard, and Chief Administrative Officer, Kim DeChello, Step Down; John Sutton Joins as Chief Operat |
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| May 5, 2017 |
KEYW Holdings Corp 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2017 or ? 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: 001-34891 The KEYW |
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| May 3, 2017 |
Contacts: Heather Williams Corporate Media Relations 443.733.1613 [email protected] Chris Donaghey Investor Relations 443.733.1600 [email protected] KeyW Reports First-Quarter 2017 Financial Results • First-quarter revenue from continuing operations of $68.3 million; • GAAP EPS from continuing operations of $(0.08); • First-quarter adjusted EBITDA from continuing operations |
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| May 3, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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 3, 2017 THE KeyW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| April 13, 2017 |
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 (Amendment No. ) Filed by the Registrant x 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)) x Defin |
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| April 7, 2017 |
Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of April 3, 2017, by and among The KeyW Corporation, a Maryland corporation (“Parent”), Sandpiper Acquisition Corporation, a Delaware corporation (“Merger Sub”), Sotera Holdings Inc., a Delaware corporation (the “Company”), and Sotera Equity Partners |
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| April 7, 2017 |
Exhibit 10.2 Execution Version SECURITY AGREEMENT Dated April 4, 2017 among The Grantors referred to herein, as Grantors and ROYAL BANK OF CANADA, as Administrative Agent Table of Contents Section Page Section 1. Defined Terms 1 Section 2. Grant of Security 2 Section 3. Security for Obligations 6 Section 4. Grantors Remain Liable 7 Section 5. Delivery and Control of Security Collateral 7 Section 6 |
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| April 7, 2017 |
EX-10.1 4 v463685ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of April 4, 2017 among THE KEYW CORPORATION, as the Borrower, and ROYAL BANK OF CANADA, as Administrative Agent, Swingline Lender and L/C Issuer, and The Other Lenders Party Hereto RBC CAPITAL MARKETS*, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and SUNTRUST ROBINSON HUMPHREY, INC., as Joint |
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| April 7, 2017 |
EX-99.1 7 v463685ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KeyW Completes Acquisition of Sotera Defense Solutions Strategic Combination Accelerates Growth Strategy, Expands Footprint Into Target Agencies, Enhances Cash Flow Profile and Creates Differentiated, Pure-Play Intelligence Community Provider of Scale HANOVER, Md., April 4, 2017 (GLOBE NEWSWIRE) –The KeyW Holding Corporation (NASDAQ:KEYW) today |
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| April 7, 2017 |
Exhibit 10.3 Execution Version GUARANTY Dated as of April 4, 2017 among THE KEYW HOLDING CORPORATION, THE KEYW CORPORATION, THE OTHER GUARANTORS NAMED HEREIN and EACH ADDITIONAL GUARANTOR THAT BECOMES A PARTY HERETO, as Guarantors, and ROYAL BANK OF CANADA, as Administrative Agent Table of Contents Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3 |
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| April 7, 2017 |
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): April 4, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-34891 27-1594952 (State or other jurisdiction of incorporation) (Commiss |
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| April 7, 2017 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG The KeyW Corporation, Sandpiper Acquisition Corporation, Sotera Holdings Inc. and Sotera Equity Partners GP LLC Dated March 8, 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETIVE MATTERS 1 Section 1.01 Definitions 1 Section 1.02 Interpretation 1 ARTICLE II THE MERGER 3 Section 2.01 Merger 3 Section 2.02 Closing |
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| April 5, 2017 |
Changes in Registrant's Certifying Accountant 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 5, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| March 24, 2017 |
Financial Statements and Exhibits 8-K/A 1 keyw-8ka2017317dismissalof.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or ot |
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| March 24, 2017 |
Exhibit EXHIBIT 16.1 March 24, 2017 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: The KeyW Holding Corporation Dear Sir or Madam: We have read Item 4.01 of Form 8-K of The KeyW Holding Corporation dated March 23, 2017, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP |
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| March 23, 2017 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) Document 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): March 17, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| March 15, 2017 |
KEYW Holdings Corp 10-K (Annual Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 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 001-34891 THE KE |
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| March 15, 2017 |
EX-21.1 3 exhibit211subsidiariesofth.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiary List of The KeyW Holding Corporation Name Jurisdiction of Organization The KeyW Corporation Maryland Hexis Cyber Solutions, Inc. Maryland Aeroptic, LLC (subsidiary of The KeyW Corporation) Massachusetts GeoVantage, Inc. (subsidiary of Aeroptic, LLC) Delaware SenSage, Inc. (subsidiary of Hexis Cyber Solution, Inc.) Califo |
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| March 15, 2017 |
Exhibit 10.36 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective this 4th day of January 2016 (the “Effective Date”), is entered into by and between The KEYW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 150, Hanover, Maryland 21076 (the “Company”), and Michele Cook, residing at 1200 William Street, Fredericksburg |
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| March 8, 2017 |
EX-99.2 3 a201738sonicexhibit992.htm EXHIBIT 99.2 Contacts: Heather Williams Corporate Media Relations 443.733.1613 [email protected] Chris Donaghey Investor Relations 443.733.1600 [email protected] KeyW Enters Into Definitive Agreement to Acquire Sotera Defense Solutions • Combination will create differentiated, pure-play Intelligence Community-focused provider of scale; • |
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| March 8, 2017 |
Exhibit Contacts: Heather Williams Corporate Media Relations 443.733.1613 [email protected] Chris Donaghey Investor Relations 443.733.1600 [email protected] KeyW Reports Fourth-Quarter and Fiscal Year 2016 Financial Results ? Fourth-quarter revenue from continuing operations of $68.9 million; full year, $288.0 million; ? Fourth-quarter GAAP EPS from continuing operations of |
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| March 8, 2017 |
EX-99.3 4 keywsoteraacquisitionfin.htm EXHIBIT 99.3 Acquisition of Sotera Defense Solutions March 8, 2017 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding KeyW’s future prospects, projected financial results, estimated integration costs and acquisition related amor |
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| March 8, 2017 |
8-K 1 keyw-20161231x8kearningsre.htm 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): March 8, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incor |
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| February 14, 2017 |
KEYW / KEYW Holdings Corp / Neuberger Berman Group LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* KEYW HOLDING CORP (Name of Issuer) Common (Title of Class of Securities) 49372310 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 13, 2017 |
KEYW / KEYW Holdings Corp / OAK RIDGE INVESTMENTS LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Keyw Holding Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 493723100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 8, 2017 |
KEYW / KEYW Holdings Corp / FRANKLIN RESOURCES INC Passive Investment keyw16a2.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 493723100 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* THE KEYW HOLDING CORPORATION (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 493723100 (CUSIP Number) December 31, 2016 |
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| February 1, 2017 |
Exhibit 1.1 THE KEYW HOLDING CORPORATION (a Maryland corporation) 8,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 27, 2017 THE KEYW HOLDING CORPORATION (a Maryland corporation) 8,500,000 Shares of Common Stock UNDERWRITING AGREEMENT January 27, 2017 RBC Capital Markets, LLC 200 Vesey Street, 9th Floor New York, NY 10281-8098 Barclays Capital Inc. 745 Seventh Avenue New York, |
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| February 1, 2017 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) 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): January 27, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-34891 27-1594952 (State or other jurisdiction (Commission (I.R.S. Emp |
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| February 1, 2017 |
KeyW Announces Pricing of Public Offering of Common Stock Exhibit 99.1 KeyW Announces Pricing of Public Offering of Common Stock HANOVER, Md., Jan. 27, 2017 (GLOBE NEWSWIRE) - The KeyW Holding Corporation (Nasdaq:KEYW) (the ?Company?) today announced that it has priced its previously announced underwritten public offering of 8,500,000 shares of its common stock at a price to the public of $10.50 per share, before underwriting discounts and commissions. T |
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| January 27, 2017 |
Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-215115 PROSPECTUS SUPPLEMENT (to Prospectus dated December 22, 2016) The KeyW Holding Corporation 8,500,000 Shares of Common Stock We are offering 8,500,000 shares of our common stock. Our common stock is listed for trading on the NASDAQ Global Select Market under the symbol ?KEYW.? On January 26, 2017, the last reported sale price of |
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| January 26, 2017 |
EX-99.1 2 v457561ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KeyW Announces Preliminary 2016 Financial Results and Schedules Q4 and Year 2016 Financial Results Conference Call HANOVER, Md., January 26, 2017 (Globe Newswire) – The KeyW Holding Corporation (NASDAQ: KEYW) today announced current preliminary, unaudited estimated results of operations for the fiscal year ended December 31, 2016. KeyW expects |
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| January 26, 2017 |
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| January 26, 2017 |
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): January 26, 2017 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-34891 27-1594952 (State or other jurisdiction of incorporation) (Comm |
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| January 26, 2017 |
Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-215115 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are not an |
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| December 21, 2016 |
HEXIS CYBER SOLUTIONS, INC. AMENDED AND RESTATED BYLAWS ARTICLE I Exhibit 3.11 Adopted: July 16, 2013 HEXIS CYBER SOLUTIONS, INC. AMENDED AND RESTATED BYLAWS ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on a day duly designated by the Board of Directors, if not a legal holiday, and if a legal holiday then the next succeeding day not a legal holiday, for the purpose of electing directors |
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| December 21, 2016 |
December 21, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE, Mail Stop 4561 Washington, D. |
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| December 21, 2016 |
SENSAGE, INC. AMENDED AND RESTATED BYLAWS ARTICLE I Exhibit 3.13 Adopted: October 13, 2012 SENSAGE, INC. AMENDED AND RESTATED BYLAWS ARTICLE I Offices SECTION 1. Principal Executive Office and Other Offices. The principal executive office of SenSage, Inc. (the “Corporation”) is hereby fixed and located at: 7740 Milestone Parkway, Suite 400, Hanover, MD 21076. The Board of Directors is hereby granted full power and authority to change said principal |
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| December 21, 2016 |
First Amended and Restated Operating Agreement Aeroptic, LLC Exhibit 3.7 First Amended and Restated Operating Agreement of Aeroptic, LLC This First Amended and Restated Operating Agreement (the ?Agreement?) relating to Aeroptic, LLC (the ?Company?) a Massachusetts limited liability company, dated as of the June 13, 2016, is by The KEYW Corporation (?Member?) being the sole Member of the Company, and William J. Weber, Mark A. Willard, and Michael J. Alber (a |
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| December 21, 2016 |
ARTICLES OF INCORPORATION SENSAGE, INC. ARTICLE I Exhibit 3.12 ARTICLES OF INCORPORATION OF SENSAGE, INC. ARTICLE I The name of the Corporation is SenSage, Inc. ARTICLE II The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorp |
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| December 21, 2016 |
S-3/A 1 v455451s3a.htm S-3/A As filed with the Securities and Exchange Commission on December 21, 2016 Registration No. 333-215115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE KEYW HOLDING CORPORATION and certain subsidiaries identified in the “Table of Additional Registrants” below ( |
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| December 21, 2016 |
Exhibit 3.6 Certificate of Amendment for Aeroptic, LLC Identification No. 000948575 Date of filing of the original Certificate of Organization: 04/04/2007 1. a. Exact name of the limited liability company: Aeroptic, LLC. b. The exact name of the limited liability company as amended is: Aeroptic, LLC. 2. Location of its principal office: 250 Clark Street North Andover, MA 01845 USA 3. As amended, t |
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| December 21, 2016 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GEOVANTAGE, INC. A DELAWARE CORPORATION Exhibit 3.8 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GEOVANTAGE, INC. A DELAWARE CORPORATION GeoVantage, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation law of the State of Delaware (the ?Delaware General Corporation Law?), hereby certifies as follows: A. The name of the Corporation is GeoVantage, Inc. The Corporation was originally incorpor |
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| December 21, 2016 |
The KEYW Corporation ARTICLE I Exhibit 3.5 The KEYW Corporation BY-LAWS ARTICLE I Stockholders SECTION I. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on a day duly designated by the Board of Directors, if not a legal holiday, and if a legal holiday then the next succeeding day not a legal holiday, for the purpose of electing directors to succeed those whose terms shall have expired as |
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| December 21, 2016 |
December 21, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE, Mail Stop 4561 Washington, D. |
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| December 21, 2016 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION HEXIS CYBER SOLUTIONS, INC. Article I: Name Exhibit 3.10 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF HEXIS CYBER SOLUTIONS, INC. Article I: Name The name of the corporation (which is hereafter referred to as the ?Corporation?) is Hexis Cyber Solutions, Inc.. Article II: Period of Duration The period of duration of the Corporation is perpetual. Article III: Purposes and Powers The purposes for which the Corporation is formed are (1) to |
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| December 21, 2016 |
GEOVANTAGE, INC. AMENDED AND RESTATED BYLAWS ARTICLE I EX-3.9 7 v455451ex3-9.htm EXHIBIT 3.9 Exhibit 3.9 Adopted: August 22, 2016 GEOVANTAGE, INC. AMENDED AND RESTATED BYLAWS ARTICLE I Offices SECTION 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware. SECTION 2. Other Offices. The Corporation may also have offices at other such places both within and outside of the State of |
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| December 21, 2016 |
ARTICLES OF AMENDMENT AND RESTATEMENT THE KEYW Corporation EX-3.4 2 v455451ex3-4.htm EXHIBIT 3.4 Exhibit 3.4 ARTICLES OF AMENDMENT AND RESTATEMENT OF THE KEYW Corporation The KEYW Corporation, a Maryland corporation (the “Corporation”), certifies as follows: FIRST: The Corporation desires to amend and restate its Articles of Incorporation as currently in effect (its “Charter”). SECOND: The Charter is hereby amended and restated in its entirety to read as |
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| December 15, 2016 |
EXHIBIT 99.1 PART II Item 6. SELECTED FINANCIAL DATA The following tables contain selected historical financial data for us for the years ended December 31, 2015, 2014, 2013, 2012 and 2011. The selected consolidated financial data presented should be read together with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial sta |
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| December 15, 2016 |
EXHIBIT 99.3 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders The KeyW Holding Corporation We have audited the accompanying consolidated balance sheets of The KeyW Holding Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated sta |
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| December 15, 2016 |
STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12.1 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The table below sets forth our ratio of earnings to fixed charges on a historical basis for the periods indicated. The information set forth in the table should be read in conjunction with the financial information incorporated by reference into the registration statement with which this exhibit 12.1 is filed. Nine |
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| December 15, 2016 |
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 15, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| December 15, 2016 |
As filed with the Securities and Exchange Commission on December 15, 2016 Registration No. |
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| December 15, 2016 |
EXHIBIT 99.2 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is o |
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| November 23, 2016 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) Document 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): November 9, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| November 23, 2016 |
Exhibit Exhibit 99.1 Contact: Chris Donaghey Heather Williams Investor Relations Corporate Media Relations 443.733.1600 443.733.1613 John Hannon to Resign as Member of KeyW's Board of Directors; Shephard Hill Elected to Succeed Hannon HANOVER, Md., Nov. 09, 2016 (GLOBE NEWSWIRE) - The KeyW Holding Corporation (NASDQ:KEYW), today announced that John Hannon will resign as a member of its board of di |
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| November 2, 2016 |
KEYW Reports Third-Quarter 2016 Financial Results Exhibit Contact: Chris Donaghey Heather Williams Investor Relations Corporate Media Relations 443. |
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| November 2, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 2, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| November 2, 2016 |
KEYW / KEYW Holdings Corp 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2016 or ¨ 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: 001-34891 The |
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| August 9, 2016 |
KEYW / KEYW Holdings Corp 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 or ¨ 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: 001-34891 The KEYW |
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| August 9, 2016 |
KEYW Reports Second Quarter 2016 Financial Results Exhibit Contact: Chris Donaghey Heather Williams Investor Relations Corporate Media Relations 443. |
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| August 9, 2016 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) Document 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): August 9, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| July 15, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE KEYW HOLDING CORPORATION (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.001 par value (Title of Class of Securities) 493723100 (CUSIP Number of |
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| June 24, 2016 |
Exhibit (a)(1)(K) SUPPLEMENT DATED JUNE 24, 2016 TO THE KEYW HOLDING CORPORATION OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR RESTRICTED STOCK UNITS This document constitutes part of the prospectus relating to the securities that have been registered under the Securities Act of 1933, as amended. |
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| June 24, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE KEYW HOLDING CORPORATION (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.001 par value (Title of Class of Securities) 493723100 (CUSIP Number of |
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| June 24, 2016 |
SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS Exhibit (a)(1)(L) SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS The following are answers to some of the questions that you may have about this Exchange Program. |
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| June 15, 2016 |
Exhibit (a)(1)(H) KEYW Tender Offer Website Login Page Welcome Page Election Page Review Election Page Submit Election Page Print Election Page Printable Page Breakeven Calculator Page |
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| June 15, 2016 |
Exhibit (a)(1)(F) FORM OF FINAL REMINDER E-MAIL To: From: optionexchange@equitybenefits. |
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| June 15, 2016 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE KEYW HOLDING CORPORATION (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.001 par value (Title of Class of Securities) 493723100 (CUSIP Number of Class of Securities? Underlying |
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| June 15, 2016 |
Exhibit (a)(1)(I) Transcript Hello everyone. Today I?m going to share with you some important details of KEYW?s option Exchange Program. Why we?re doing it, who?s eligible, how it works, what it means for you. We?ve already shared general information about the Exchange Program in various forms, including the All-Hands meeting last winter, onsite Town Halls, and in our proxy statement filed with th |
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| June 15, 2016 |
FORM OF NOTICE TO ELIGIBLE PARTICIPANTS REGARDING EXPIRATION OF OFFER PERIOD Exhibit (a)(1)(G) FORM OF NOTICE TO ELIGIBLE PARTICIPANTS REGARDING EXPIRATION OF OFFER PERIOD To: Eligible Participants From: optionexchange@equitybenefits. |
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| June 15, 2016 |
FORM OF CONFIRMATION TO ELIGIBLE PARTICIPATIONS Exhibit (a)(1)(D) FORM OF CONFIRMATION TO ELIGIBLE PARTICIPATIONS To: From: optionexchange@equitybenefits. |
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| June 15, 2016 |
Exhibit (a)(1)(B) FORM OF LAUNCH EMAIL From: [email protected] Sent: Wednesday, June 15, 2016 To: KEYW Eligible Employees Subject: Launch of Employee Stock Option Exchange Program IMPORTANT NEWS ? PLEASE READ IMMEDIATELY. SHOULD YOU CHOOSE TO PARTICIPATE IN THIS EXCHANGE PROGRAM, YOU MUST TAKE ACTION BY 5:00 P.M., EASTERN TIME, ON JULY 14, 2016. As Bill announced on Monday, KEYW?s |
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| June 15, 2016 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) Document 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 10, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| June 15, 2016 |
Exhibit (a)(1)(A) THE KEYW HOLDING CORPORATION OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR RESTRICTED STOCK UNITS This document constitutes part of the prospectus relating to the securities that have been registered under the Securities Act of 1933, as amended. |
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| June 15, 2016 |
Exhibit (a)(1)(C) THE KEYW HOLDING CORPORATION OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR RESTRICTED STOCK UNITS FACSIMILE ELECTION FORM THE OFFER EXPIRES AT 5:00 P. |
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| June 15, 2016 |
Exhibit (a)(1)(E) FORM OF REMINDER EMAIL To: From: [email protected] Date: Subject: Exchange Program Election Reminder Our records show you have not made an election to participate in KEYW?s Stock Option Exchange Program. This email is to remind you that July 14, 2016 at 5:00 p.m., Eastern Time, is the final deadline to participate in the Exchange Program. If you wish to surrender |
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| June 13, 2016 |
[Form of Email Regarding Stock Exchange Program] Exhibit 99.1 [Form of Email Regarding Stock Exchange Program] From: Bill Weber Sent: Monday, June 13, 2016 To: ALL HANDS Subject: Employee Stock Option Exchange Program On Wednesday, June 15, 2016, KEYW will launch its Employee Stock Option Exchange Program (the ?Exchange Program?). This voluntary, one-time offer will allow eligible employees to exchange certain stock options for a lesser number o |
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| June 13, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 THE KEYW HOLDING CORPORATION (Name of Subject Company (Issuer) And Filing Person (Offeror)) Options to Purchase Common Stock, $0.001 par value (Title of Class of Securities) 493723100 (CUSIP Number of Class of Securitie |
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| June 9, 2016 |
KEYW Closes the Sale of the HawkEye G Product Line Business to WatchGuard Technologies, Inc. Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Chris Donaghey 443-733-1600 KEYW Closes the Sale of the HawkEye G Product Line Business to WatchGuard Technologies, Inc. HANOVER, Md., June 7, 2016 - The KEYW Holding Corporation (NASDAQ: KEYW) announced today it has closed the previously announced sale of the HawkEye G Product Line Business of Hexis Cyber Solutions to WatchGuard Technologies, In |
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| June 9, 2016 |
Exhibit 99.2 THE KEYW HOLDING CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On June 4, 2016, Hexis Cyber Solutions, Inc. (“Hexis”), a wholly-owned subsidiary of The KEYW Holding Corporation (“KEYW” or the “Company”), completed the sale of Hexis’ HawkEye G business and product line (the “HawkEye G Business”), including all of the contracts necessary to |
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| June 9, 2016 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) Document 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, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 31, 2016 |
The KEYW Holding Corporation Conflict Minerals Report For The Year Ended December 31, 2015 Exhibit Exhibit 1.01 The KEYW Holding Corporation Conflict Minerals Report For The Year Ended December 31, 2015 This Conflict Minerals Report (the ?Report?) of The KEYW Holding Corporation (?KEYW? or the ?Company?) for the year ended December 31, 2015 (the ?Reporting Period?) is provided to comply with Rule 13p-1 (the ?Rule?) issued pursuant to the Securities Exchange Act of 1934. The Rule was ado |
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| May 31, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 27, 2016 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) Document 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 23, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 27, 2016 |
Employment Agreement, dated May 23, 2016, by and between The KeyW Corporation and Michael J. Alber. Exhibit Exhibit 10.2 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the " Ag re e m e n t " ), effective this 23 day of May 2016 (the " Effe c tive Date "), is entered into by and between The KEYW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 150, Hanover, Maryland 21076 (the " Company "), and Michael J. Alber, residing at |
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| May 27, 2016 |
Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Chris Donaghey 443-733-1600 KEYW Announces the Departure of Philip L. Calamia As Chief Financial Officer and Names Michael J. Alber As Chief Financial Officer HANOVER, Md., May 23, 2016 - The KEYW Holding Corporation (NASDAQ: KEYW) announced today the departure of the company?s Chief Financial Officer and Executive Vice President Philip L. Calami |
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| May 27, 2016 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT EX-10.1 2 exhibit101calamia1stamdmte.htm EXHIBIT 10.1 Exhibit 10.1 Execution Copy FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment"), made as of this 23rd day of May, 2016, is entered into by and between Hexis Cyber Solutions, Inc., a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 100, Hanover, MD |
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| May 19, 2016 |
Submission of Matters to a Vote of Security Holders 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 18, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 10, 2016 |
KEYW / KEYW Holdings Corp 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2016 or ¨ 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: 001-34891 The KEYW |
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| May 10, 2016 |
KEYW Reports First Quarter 2016 Financial Results SEC Exhibit Contact: Chris Donaghey 443-733-1600 KEYW Reports First Quarter 2016 Financial Results • Revenue from continuing operations of $73. |
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| May 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SEC Document 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 10, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 5, 2016 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) 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 2, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| May 5, 2016 |
EX-10.1 2 exhibit101creditagreementa.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of May 2, 2016 (this “Amendment”), among THE KEYW CORPORATION, a Maryland corporation (the “Borrower”), each of the undersigned guarantors (the “Guarantors”) the Lenders party hereto and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administrati |
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| April 14, 2016 |
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 (Amendment No. ) Filed by the Registrant x 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)) x Defin |
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| April 7, 2016 |
KEYW Outlines New Strategic Growth Plan at Analyst & Investor Day EX-99.1 2 a20160407adexhibit991.htm EXHIBIT 99.1 Contact: Chris Donaghey 443-733-1600 KEYW Outlines New Strategic Growth Plan at Analyst & Investor Day • Presents clear plan for near- and long-term revenue and margin growth • Company announces that it has executed letters of intent for the sale of its Hexis Commercial Cyber Solutions business • Announces preliminary 1Q16 revenue of $72 million to |
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| April 7, 2016 |
KEYW Holdings Corp 8-K (Current Report/Significant Event) 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): April 7, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| March 30, 2016 |
CORRESP [KEYW Letterhead] March 30, 2016 United States Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F. |
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| March 21, 2016 |
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): March 21, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| March 15, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 15, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| March 15, 2016 |
Employment Agreement, dated January 4, 2016, between The KeyW Corporation and Michele Cook. Exhibit 10.36 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective this 4th day of January 2016 (the “Effective Date”), is entered into by and between The KEYW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 150, Hanover, Maryland 21076 (the “Company”), and Michele Cook, residing at 1200 William Street, |
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| March 15, 2016 |
KEYW / KEYW Holdings Corp 10-K - Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 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 001-34891 THE KEYW HOLDIN |
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| March 15, 2016 |
Exhibit Exhibit 99.1 THE KEYW HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) Three months ended December 31, 2015 Three months ended December 31, 2014 (1) Year ended December 31, 2015 Year ended December 31, 2014 (1) (Unaudited) (Audited) Revenues Government Solutions $ 75,117 $ 69,953 $ 297,935 $ 279,250 Commercial Cyb |
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| March 15, 2016 |
Exhibit 21.1 Subsidiary List of The KEYW Holding Corporation Name Jurisdiction of Organization The KEYW Corporation Maryland Hexis Cyber Solutions, Inc. Maryland Aeroptic, LLC (subsidiary of The KEYW Corporation) Massachusetts Everest Technology Solutions, Inc. (subsidiary of The KEYW Corporation) Delaware The Analysis Group, LLC (subsidiary of The KEYW Corporation) Virginia Ponte Technologies, LL |
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| March 11, 2016 |
CORRESP [Holland & Knight LLP Letterhead] March 11, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F. |
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| March 8, 2016 |
EX-10.1 2 exhibit101creditagreementa.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of March 2, 2016 (this “Amendment”), among THE KEYW CORPORATION, a Maryland corporation (the “Borrower”), each of the undersigned guarantors (the “Guarantors”) the Lenders party hereto and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administra |
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| March 8, 2016 |
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): March 2, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| March 2, 2016 |
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): February 25, 2016 THE KEYW HOLDING CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-34891 (Commission File Number) 27-1594952 (IRS Employer Identification No. |
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| March 2, 2016 |
Exhibit Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT , dated as of February 25, 2016 (this ? Amendment? ), among THE KEYW CORPORATION, a Maryland corporation (the ? Borrower? ), each of the undersigned guarantors (the ? Guarantors? ) the Lenders party hereto and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the ? Administrative Agent? ) for the Lenders (suc |
