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| CIK | 1583513 |
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 STG Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| April 12, 2018 |
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 11, 2018 STG GROUP, INC. |
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| December 6, 2017 |
Financial Statements and Exhibits, 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): November 30, 2017 STG GROUP, INC. |
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| December 6, 2017 |
Letter from BDO USA, LLP regarding change in certifying accountant. Exhibit 16 December 6, 2017 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on November 30, 2017, to be filed by our former client, STG Group, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /s/ BDO |
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| November 28, 2017 |
Exhibit 99.5 Simon Lee and Damian Perl November 21, 2017 Principal shareholders, STGG Dear Simon and Damian, As you know, I have had all along dual responsibilities of care and loyalty to shareholders, on the one hand, and assurance to the U.S. Government (DSS) of compliance with STGG?s Security Cooperation Agreement, on the other. The SCA will almost certainly need to remain in place as long as c |
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| November 28, 2017 |
8-K 1 tv4801158k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2017 STG GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36149 46-3134302 (State or Other Jurisdiction of Incorpor |
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| November 28, 2017 |
Exhibit 99.1 20 November, 2017 By email To: Board of Directors (the ?Board?) of STG Group, Inc. (the ?Company?) 11091 Sunset Hills Road Suite 200 Reston, Virginia 20190 Re: Resignation Gentlemen, As you are aware, the recent events involving the Company and the lenders under its credit agreement have placed the Company and the Board in an impossible situation. In particular, I draw your attention |
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| November 28, 2017 |
Exhibit 99.3 11091 Sunset Road, Suite 400 Reston, VA 20190 November 20, 2017 3:00 p.m. Mr. Simon Lee Chairman of the Board STG Group, Inc. 11091 Sunset Road, Suite 400 Reston, VA 20190 Subject: Resignation Dear Simon, I hereby tender my resignation, with immediate effect, as a Director from the Board of STG Group, Inc., its subsidiaries and affiliates, and from any committees, offices or other rol |
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| November 28, 2017 |
--------Original Message------- Exhibit 99.6 -Original Message- From: David Gompert [mailto:[email protected]] Sent: Wednesday, November 22, 2017 4:32 PM To: Lee, Simon ; perl damian Cc: Jalinous, Farhad ; [email protected]; martin david Subject: Resignation Dear Simon and Damian This note is to the two of you as the principal owners of STG, as well as Simon as chairman of the STGG board. I have been working s |
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| November 28, 2017 |
To: Mr. Simon Lee, Chairman, STG Group, Inc. Exhibit 99.2 November 20, 2017 To: Mr. Simon Lee, Chairman, STG Group, Inc. I herewith submit my resignation from the Board of STG Group, Inc., effective immediately. Sincerely, /s/ Robert B. Murrett Robert B. Murrett Cc: Mr. Ronald Spoehel Mr. Damian Perl Mr. David Gompert Mr. John Weldin, Corporate Secretary, STG Group, Inc. 11654 Plaza America Dr. #639 Reston, VA 20190 Mr. Chales Katz Morrison |
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| November 28, 2017 |
Exhibit 99.4 Simon Lee, Shareholder and Chairman Damian Perl, Shareholder November 22, 2017 Dear Simon and Damian, For the reasons spelled out in my correspondence of November 21 and November 22, 2017, I resign effective immediately from the board of STG Group. It has been a pleasure serving with you as fellow directors and for you as shareholders. Best regards /s/ Hon. David C. Gompert Hon. David |
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| November 15, 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): November 11, 2017 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File |
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| November 15, 2017 |
STGG / STG Group, Inc. NT 10-Q NT 10-Q 1 tv479615nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2017 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repo |
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| August 17, 2017 |
AMENDMENT TO THE STG GROUP, INC. 2015 OMNIBUS INCENTIVE PLAN EX-10.2 3 v473166ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT TO THE STG GROUP, INC. 2015 OMNIBUS INCENTIVE PLAN THIS AMENDMENT (this “Amendment”) to the STG Group, Inc. 2015 Omnibus Incentive Plan, as amended from time to time (the “Plan”), is made as of June 13, 2017, by STG Group, Inc. (the “Company”). W I T N E S S E T H: WHEREAS, the Company previously adopted the Plan, under which the Comp |
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| August 17, 2017 |
As filed with the Securities and Exchange Commission on August 17, 2017 Registration No. |
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| August 14, 2017 |
EX-10.1 2 v472657ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 STG Group, Inc. (Formerly Global Defense & national Security Systems, Inc.) 2015 omnibus incentive plan NOTICE OF RESTRICTED STOCK AWARD Grantee’s Name and Address: You (the “Grantee”) have been granted shares of Common Stock of the Company (the “Award”), subject to the terms and conditions of this Notice of Restricted Stock Award (the “Notice” |
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| August 14, 2017 |
STGG / STG Group, Inc. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000—36149 STG Group, Inc. (Exact name of registrant as spe |
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| July 7, 2017 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2017 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 13, 2017 |
Submission of Matters to a Vote of Security Holders 8-K 1 v4689398k.htm FORM 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): June 13, 2017 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorpo |
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| May 22, 2017 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this ?Agreement?) is entered into as of this 18th day of February, 2017, by and among (i) STG Group, Inc., a Delaware corporation (?Parent?), (ii) Ripcord Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (?Merger Sub?), (iii) PSS Holdings, Inc., a Delaware corporation (the |
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| May 22, 2017 |
STG Group 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000?36149 STG Group, Inc. (Exact name of registrant as sp |
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| May 22, 2017 |
EX-10.2 4 v466477ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SEPARATION AGREEMENT I, Dale R. Davis, residing at 4404 Seascape Drive, Kitty Hawk, NC 27949, on behalf of myself and my estate, heirs, representatives, successors and assigns, and STG, Inc., a Virginia corporation and its subsidiaries and other affiliates (collectively and severally, the “Company”), agree to the following for good and valuable |
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| May 22, 2017 |
AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER EX-2.2 3 v466477ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of May 8, 2017, by and between STG Group, Inc., a Delaware corporation (“Parent”), Ripcord Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), PS |
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| May 22, 2017 |
LIMITED WAIVER TO CREDIT AGREEMENT EX-10.3 5 v466477ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 EXECUTION VERSION LIMITED WAIVER TO CREDIT AGREEMENT THIS LIMITED WAIVER TO CREDIT AGREEMENT (this “Waiver”) is entered into as of March 31, 2017 by and among STG GROUP, INC., a Delaware corporation (“Holdings”), STG, INC., a Virginia corporation (the “Administrative Borrower”), ACCESS SYSTEMS, INCORPORATED, a Virginia corporation (“Access”), S |
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| May 16, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F |
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| May 9, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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, 2017 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 9, 2017 |
STG Group Announces Extension of Merger Agreement with Preferred Systems Solutions (PSS) Exhibit 99.1 STG Group Announces Extension of Merger Agreement with Preferred Systems Solutions (PSS) Reston VA, May 8, 2017 – STG Group, Inc. (OTCQB: STGG), a leading provider of mission-critical technology, cyber, and data solutions to the U.S. Government, announced today that it has entered in to an Amendment and Waiver to Agreement and Plan of Merger (the “Amendment”) which extends the outside |
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| May 1, 2017 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 17, 2017 |
STG Group 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x 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 ? 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 000-36149 STG GROUP, INC. |
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| April 17, 2017 |
EX-21.1 4 v462567ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization Percentage Ownership (A) U.S. Subsidiaries STG Group Holdings, Inc. DE 100 % STG, Inc. DE 100 % Access Systems, Incorporated VA 100 % STG Sentinel, LLC VA 100 % STG Ventures, LLC VA 100 % Ripcord Acquisition Corp. DE 100 % Foreign Subsidiaries STG Netherlands B.V. Netherland |
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| April 17, 2017 |
COMMON STOCK PURCHASE AGREEMENT EX-10.40 2 v462567ex10-40.htm EXHIBIT 10.40 Exhibit 10.40 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”), is entered into as of November 14, 2016, by and between STG Group, Inc., a Delaware corporation (the “Company”), and [] (the “Purchaser”). WHEREAS, the Company is a party to that certain Credit Agreement, dated as of November 21, 2015 (the “Credit Agree |
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| April 17, 2017 |
LIMITED FORBEARANCE TO CREDIT AGREEMENT EX-10.41 3 v462567ex10-41.htm EXHIBIT 10.41 Exhibit 10.41 EXECUTION VERSION LIMITED FORBEARANCE TO CREDIT AGREEMENT THIS LIMITED FORBEARANCE TO CREDIT AGREEMENT(this “Forbearance”) is entered into as of February 24, 2017 by and among STG GROUP, INC., a Delaware corporation (“Holdings”), STG, INC., a Virginia corporation (the “Administrative Borrower”), ACCESS SYSTEMS, INCORPORATED, a Virginia corp |
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| April 6, 2017 |
Entry into a Material Definitive Agreement 8-K 1 v4637308k.htm FORM 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): March 31, 2017 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorp |
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| April 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o |
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| March 27, 2017 |
Exhibit 99.1 STG Group Announces Chief Integration Officer Dale Davis?s Retirement Company and Board of Directors would like to thank Dale for his service at STG Group Reston VA, March 27, 2017 ? STG Group, Inc. (OTCQB: STGG), a leading provider of mission-critical technology, cyber, and data solutions to the U.S. Government, announced today that Dale Davis, Chief Integration Officer, will be reti |
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| March 27, 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): March 20, 2017 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 3, 2017 |
Entry into a Material Definitive Agreement 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): February 24, 2017 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File |
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| February 24, 2017 |
Exhibit 99.1 STG Group Announces Agreement to Acquire Preferred Systems Solutions (PSS) Completes next step in transformation strategy through combination with leading intelligence community-focused contractor Reston VA, February 21, 2017 ? STG Group, Inc. (OTCQB: STGG), (the ?Company? or ?STG?), a leading provider of mission-critical technology, cyber, and data solutions to the U.S. Government, t |
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| February 24, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): February 18, 2017 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File |
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| November 21, 2016 |
COMMON STOCK PURCHASE AGREEMENT Common Stock Purchase Agreement Exhibit 1 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”), is entered into as of November 14, 2016, by and between STG Group, Inc. |
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| November 21, 2016 |
STGG / STG Group, Inc. / Simon S. Lee Management Trust - SC 13D AMENDMENT NO. 1 Activist Investment SC 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 STG Group, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Clas |
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| November 21, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 9) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 STG Group, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 7847 |
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| November 21, 2016 |
Exhibit 19 CONSENT AGREEMENT This CONSENT AGREEMENT (this “Consent”) is entered into as of November 14, 2016, by and among (i) Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Sponsor”), (ii) the Simon S. |
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| November 14, 2016 |
STG Group 10-Q (Quarterly Report) 10-Q 1 v45258910q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001—36149 STG Group, Inc. |
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| November 14, 2016 |
SEPARATION AND GENERAL RELEASE AGREEMENT Exhibit 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (this ?Agreement?) is entered into between STG Group, Inc., a Delaware corporation (formerly known as Global Defense & National Security Systems, Inc.) (together with its successors and assigns, the ?Company?), and Paul Fernandes (?Executive?). WHEREAS, Executive executed an Executive Employment Agr |
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| October 26, 2016 |
October 26, 2016 Ms. Jennifer Thompson Accounting Branch Chief United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: STG Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed March 30, 2016 File No. 001-36149 Comment Letter dated September 27, 2016 Dear Ms. Thompson: On behalf of STG Group, Inc., a Delaware corporation (the ?Company?) we are pleas |
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| October 7, 2016 |
October 7, 2016 BY EDGAR Sondra Snyder Staff Accountant Office of Consumer Products Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 16, 2016 |
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): September 12, 2016 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File |
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| September 7, 2016 |
EX-99.1 3 v448318ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 STG Group Announces Appointment of New President and Chief Operating Officer Phillip Lacombe to Assume Responsibilities in September 2016 Reston VA, September 6, 2016 – STG Group, Inc. (OTCQB: STGG), a leading provider of mission-critical technology, cyber, and data solutions to the U.S. Government, announced today that Phillip Lacombe is joini |
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| September 7, 2016 |
8-K 1 v4483188k.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): September 7, 2016 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorpor |
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| September 7, 2016 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into on August 31, 2016 by and among STG Group, Inc., a Delaware corporation (together with its successors and assigns, the ?Company?), and Phillip E. Lacombe (?Executive?). WHEREAS, the Company wishes to engage Executive as its President and Chief Operating Officer, effective as of Septem |
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| August 15, 2016 |
STG Group FORM 10-Q (Quarterly Report) 10-Q 1 v44625310q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001—36149 STG Group, Inc. |
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| July 7, 2016 |
Exhibit 99.1 STG Group Announces President Paul Fernandes to Retire by the End of 2016 Company and Board of Directors Look Forward to Contribution of Recently Hired Next Generation of Leaders Reston VA, July 7, 2016 ? STG Group, Inc. (OTCQB: STGG), a leading provider of mission-critical technology, cyber, and data solutions to the US Government, announced today that Paul Fernandes, President of ST |
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| July 7, 2016 |
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): June 30, 2016 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (Sae or other jurisdiction of incorporation) (Commission File Number |
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| June 28, 2016 |
Submission of Matters to a Vote of Security Holders 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): June 23, 2016 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 16, 2016 |
As filed with the Securities and Exchange Commission on May 16, 2016 Registration No. |
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| May 16, 2016 |
STG Group 10-Q (Quarterly Report) 10-Q 1 v43931210q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000—36149 STG Group, Inc. (Exa |
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| May 5, 2016 |
EXECUTIVE EMPLOYMENT AGREEMENT Revised May 2, 2016 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT Revised May 2, 2016 This EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made by and between STG Group, Inc., a Delaware corporation (the ?Company?), and Dale Davis, a natural person (the ?Executive?), and shall be effective retroactive to Monday, November 30, 2015. WHEREAS, the Executive is an executive officer of STG Group, Inc.; WHEREAS, the Comp |
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| May 5, 2016 |
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 29, 2016 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 29, 2016 |
DEF 14A 1 v438190def14a.htm DEF 14A SCHEDULE 14A INFORMATION 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 Definitive Proxy Statement ¨ |
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| March 30, 2016 |
EX-21.1 6 v434812ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization Percentage Ownership (A) U.S. Subsidiaries STG Group Holdings, Inc. DE 100 % STG, Inc. DE 100 % Access Systems, Incorporated VA 100 % STG Sentinel, LLC VA 100 % STG Ventures, LLC VA 100 % Foreign Subsidiaries STG Netherlands B.V. Netherlands 100 % STG Sentinel AFG, LLC Afgha |
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| March 30, 2016 |
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. 2015 OMNIBUS INCENTIVE PLAN EX-10.35 4 v434812ex10-35.htm EXHIBIT 10.35 Exhibit 10.35 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. 2015 OMNIBUS INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions. The following d |
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| March 30, 2016 |
Exhibit 10.36 STG Group, INC (FORMERLY GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.) 2015 Omnibus INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT 1. Grant of Option. STG Group, Inc., a Delaware corporation (the “Company”), hereby grants to the Grantee (the “Grantee”) named in the Notice of Stock Option Award (the “Notice”), an option (the “Option”) to purchase the Total Number of Shares of Common |
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| March 30, 2016 |
[Remainder of Page Left Intentionally Blank] EX-10.19 2 v434812ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 November 23, 2015 Global Defense & National Security Systems, Inc. 11921 Freedom Drive Suite 550 Reston, VA 20190 Re: Share Contribution and Dividend Waiver To Global Defense & National Security Systems, Inc.: Reference is made to that certain Stock Purchase Agreement, dated as of June 8, 2015, by and among Global Defense & National Securit |
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| March 30, 2016 |
STGG / STG Group, Inc. 10-K - Annual Report - FORM 10-K 10-K 1 v43481210k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x 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 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu |
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| March 30, 2016 |
[Remainder of Page Left Intentionally Blank] Exhibit 10.34 November 23, 2015 Global Defense & National Security Systems, Inc. 11921 Freedom Drive Suite 550 Reston, Virginia 20190 Reference is made to that certain Stock Purchase Agreement, dated as of June 8, 2015 (the “Stock Purchase Agreement”), by and among Global Defense & National Security Systems, Inc. (“GDEF”), Global Defense & National Security Holdings, LLC (the “Sponsor”), STG Group |
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| February 16, 2016 |
EX-99.2 CUSIP No. 37953N108 13G Page 34 of 34 Pages Exhibit 2 Item 8 Information 1. HighVista Strategies LLC HighVista GP, LLC HighVista GP Limited Partnership HighVista GP II Limited Partnership HighVista GP III Limited Partnership HighVista I Limited Partnership HighVista II Limited Partnership HighVista III, Ltd. HighVista V Limited Partnership HighVista VI Limited Partnership HighVista Liquid |
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| February 16, 2016 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) EX-99.1 CUSIP No. 37953N108 13G Page 31 of 34 Pages Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing addi |
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| February 16, 2016 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): February 10, 2016 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File |
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| February 16, 2016 |
STGG / STG Group, Inc. / HighVista Strategies LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 37953N108 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check t |
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| February 16, 2016 |
STGG / STG Group, Inc. / Polar Asset Management Partners Inc. - SC 13G/A Passive Investment Polar Asset Management Partners Inc.: Form SC 13G/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* STG Group, Inc. (f/k/a Global Defense & National Security Systems, Inc.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 37953N108 (CUSIP Nu |
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| December 21, 2015 |
STGG / STG Group, Inc. / Cowen Investments LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 STG Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78478D 10 0 (CUSIP Number) Owen S. Littman, E |
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| December 4, 2015 |
STGG / STG Group, Inc. / BlueMountain Capital Management, LLC - SC 13G/A Passive Investment SC 13G/A 1 d26790dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* STG GROUP, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37953N108 (CUSIP Number) Eric M. Albert BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New Y |
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| December 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 8) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 STG Group, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 3795 |
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| December 3, 2015 |
EX-99.1 2 v426041ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001, of STG Group, Inc. This Joint Filing |
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| December 3, 2015 |
JOINDER TO THE SECOND AMENDED AND RESTATED STOCK ESCROW AGREEMENT Exhibit 99.5 JOINDER TO THE SECOND AMENDED AND RESTATED STOCK ESCROW AGREEMENT THIS JOINDER (this “Joinder”) to the Second Amended and Restated Stock Escrow Agreement, dated as of October 23, 2015 (the “Escrow Agreement”), by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), Global Defense & National Security Holdings LLC, a Delaware limited liabil |
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| December 3, 2015 |
STGG / STG Group, Inc. / Simon S. Lee Management Trust - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. ) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 STG Group, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 37953N1 |
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| December 3, 2015 |
[Remainder of Page Left Intentionally Blank] Exhibit 99.8 November 23, 2015 Global Defense & National Security Systems, Inc. 11921 Freedom Drive Suite 550 Reston, Virginia 20190 Reference is made to that certain Stock Purchase Agreement, dated as of June 8, 2015 (the “Stock Purchase Agreement”), by and among Global Defense & National Security Systems, Inc. (“GDEF”), Global Defense & National Security Holdings, LLC (the “Sponsor”), STG Group, |
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| December 2, 2015 |
Exhibit 16.1 December 2, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We were previously principal accountants for Global Defense & National Security Systems, Inc., and, under the date of March 25, 2015, we reported on the financial statements of Global Defense & National Security Systems, Inc., as of and for the year ended December 31, 2014 |
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| December 2, 2015 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): November 28, 2015 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File |
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| November 30, 2015 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. A Delaware Corporation Effective as of November 23, 2015 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Noti |
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| November 30, 2015 |
STG Group FORM 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): November 23, 2015 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of incorporation) (Commission File |
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| November 30, 2015 |
Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT among Global Defense & National Security Systems, Inc., STG Group, Inc., STG, INC., ACCESS SYSTEMS, INCORPORATED, VARIOUS LENDERS, MC ADMIN CO LLC, as ADMINISTRATIVE AGENT, AND PNC BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT Dated as of NOVEMBER 23, 2015 MC ADMIN CO LLC, as LEAD ARRANGER and BOOK RUNNER TABLE OF CONTENTS Page SECTION 1. Definitio |
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| November 30, 2015 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Global Defense & National Security Systems, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?GCL?), does hereby certify as follows: (1 |
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| November 25, 2015 |
EX-99.1 2 v425632ex99-1.htm EXHIBIT 99.1 Page 1 of 1 Exhibit 99.1 Global Defense & National Security Systems, Inc. Announces Notice of Delisting of Securities from The NASDAQ Capital Market – Intends to Seek Relisting RESTON, Va., November 24, 2015 – Global Defense & National Security Systems, Inc. (the “Company”), previously a special purpose acquisition company (“SPAC”) focused on the U.S. defen |
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| November 25, 2015 |
8-K 1 v4256328k.htm FORM 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): November 24, 2015 STG GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inc |
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| November 25, 2015 |
[Remainder of Page Left Intentionally Blank] Exhibit 16 November 23, 2015 Global Defense & National Security Systems, Inc. 11921 Freedom Drive Suite 550 Reston, VA 20190 Re: Share Contribution and Dividend Waiver To Global Defense & National Security Systems, Inc.: Reference is made to that certain Stock Purchase Agreement, dated as of June 8, 2015, by and among Global Defense & National Security Systems, Inc. (“GDEF”), STG Group, Inc., the |
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| November 25, 2015 |
M&F DRAFT 11/20/15 Exhibit 17 STOCK ASSIGNMENT Reference is hereby made to the Stock Purchase Agreement, dated as of June 8, 2015 (the “Stock Purchase Agreement”), by and among Global Defense & National Security Systems, Inc. |
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| November 25, 2015 |
Exhibit 14 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made as of November 23, 2015, by and among Global Defense & National Security Systems, Inc. |
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| November 25, 2015 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 15 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc. |
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| November 25, 2015 |
SECOND AMENDED AND RESTATED BACKSTOP COMMON STOCK PURCHASE AGREEMENT EX-12 2 v425655ex12.htm EXHIBIT 12 Exhibit 12 EXECUTION VERSION SECOND AMENDED AND RESTATED BACKSTOP COMMON STOCK PURCHASE AGREEMENT This Second Amended and Restated Backstop Common Stock Purchase Agreement (this “Agreement”), is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & Nation |
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| November 25, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 7) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 STG Group, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 3795 |
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| November 19, 2015 |
EX-3.1 2 v425059ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Global Defense & National Security Systems, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL |
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| November 19, 2015 |
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): November 13, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| November 17, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 6) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Global Defense & National Security Systems, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (T |
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| November 17, 2015 |
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): November 13, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| November 17, 2015 |
Exhibit 10.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM S |
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| November 12, 2015 |
STG Group DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| November 12, 2015 |
STG Group 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): November 12, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| November 12, 2015 |
STGG / STG Group, Inc. / BlueMountain Capital Management, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37953N108 (CUSIP Number) Eric M. Albert BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New |
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| November 12, 2015 |
DEFA14A 1 v4244838k.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): November 12, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (St |
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| November 12, 2015 |
EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES ADJOURNMENT OF ITS SPECIAL MEETING IN LIEU OF THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO FRIDAY, NOVEMBER 13, 2015 Reston, Virginia, November 12, 2015 - Global Defense & National Security Systems, Inc. (?GDEF? or the ?Company?; NASDAQ: GDEF) announced today that it convened and adjourned, without conducting any business, its s |
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| November 12, 2015 |
EX-99.1 2 v424483ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES ADJOURNMENT OF ITS SPECIAL MEETING IN LIEU OF THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO FRIDAY, NOVEMBER 13, 2015 Reston, Virginia, November 12, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that it convened and adjourne |
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| November 10, 2015 |
EX-99.2 3 ex992to13d08339glo11102015.htm JOINT FILING AGREEMENT Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001, of Global Def |
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| November 10, 2015 |
EX-99.1 2 ex991to13d08339glo11102015.htm LETTER AGREEMENT, DATED NOVEMBER 3, 2015 Exhibit 99.1 November 3, 2015 Dear North Pole Capital Master Fund: In connection with the purchase by Cowen Investments LLC (“Buyer”) of 329,077 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of Global Defense & National Security Systems, Inc. (the “Company”) from North Pole C |
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| November 10, 2015 |
STGG / STG Group, Inc. / Cowen Investments LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37953N 10 8 ( |
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| November 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| November 5, 2015 |
STG Group FORM 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): November 5, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| November 5, 2015 |
EX-99.1 3 v423826ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES ADJOURNMENT OF ITS SPECIAL MEETING IN LIEU OF THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO THURSDAY, NOVEMBER 12, 2015 Reston, Virginia, November 5, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today announced that it convened a |
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| November 5, 2015 |
EX-99.1 3 v423826ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES ADJOURNMENT OF ITS SPECIAL MEETING IN LIEU OF THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO THURSDAY, NOVEMBER 12, 2015 Reston, Virginia, November 5, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today announced that it convened a |
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| November 5, 2015 |
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): November 5, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| November 5, 2015 |
EX-3.1 2 v423826ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. A Delaware Corporation Effective as of November 5, 2015 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2. |
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| November 5, 2015 |
EX-3.1 2 v423826ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. A Delaware Corporation Effective as of November 5, 2015 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2. |
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| November 4, 2015 |
EX-99.1 2 v423695ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES INTENT TO CONVENE AND ADJOURN ITS SPECIAL MEETING Reston, Virginia, November 4, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that it intends to convene and then adjourn, without conducting any business, its special meeti |
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| November 4, 2015 |
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): November 4, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| November 4, 2015 |
STG Group FORM 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): November 4, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| November 4, 2015 |
EX-99.1 2 v423695ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES INTENT TO CONVENE AND ADJOURN ITS SPECIAL MEETING Reston, Virginia, November 4, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that it intends to convene and then adjourn, without conducting any business, its special meeti |
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| November 3, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| October 23, 2015 |
SECOND Amendment to CONVERTIBLE PROMISSORY NOTE EX-10.2 4 v422686ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SECOND Amendment to CONVERTIBLE PROMISSORY NOTE This Second Amendment to Convertible Promissory Note (this “Amendment”) is made and entered into as of October 23, 2015 (the “Amendment Effective Date”) by and between Global Defense & National Security Systems, Inc. (the “Company”), and Global Defense & National Security Holdings LLC (the “Lender |
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| October 23, 2015 |
Exhibit 10.6 October 23, 2015 Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the ?Current Letter Agreement?) by and among Global Defense |
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| October 23, 2015 |
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT EX-10.10 12 v422686ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of October 23, 2015 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and G |
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| October 23, 2015 |
Exhibit 10.7 October 23, 2015 Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the ?Current Letter Agreement?) by and among Global Defense |
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| October 23, 2015 |
Amendment to CONVERTIBLE PROMISSORY NOTE Exhibit 10.5 Amendment to CONVERTIBLE PROMISSORY NOTE This Amendment to Convertible Promissory Note (this ?Amendment?) is made and entered into as of October 23, 2015 (the ?Amendment Effective Date?) by and between Global Defense & National Security Systems, Inc. (the ?Company?), and Global Defense & National Security Holdings LLC (the ?Lender?). Capitalized terms used in this Amendment but not de |
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| October 23, 2015 |
Exhibit 10.11 PROMISSORY NOTE Borrower: Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia Lender: Global Defense & National Security Holdings LLC Principal Amount: $ 53,995.18 1. FOR VALUE RECEIVED, Global Defense & National Security Systems, Inc. (the ?Company?) promises to pay to Global Defense & National Security Holdings LLC (t |
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| October 23, 2015 |
SECOND AMENDED AND RESTATED STOCK ESCROW AGREEMENT EX-10.9 11 v422686ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 SECOND AMENDED AND RESTATED STOCK ESCROW AGREEMENT THIS SECOND AMENDED AND RESTATED STOCK ESCROW AGREEMENT, dated as of October 23, 2015 (this “Agreement”), by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), Global Defense & National Security Holdings LLC (the “Sponsor”), and American Stock T |
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| October 23, 2015 |
SECOND Amendment Underwriting Agreement October 23, 2015 Exhibit 10.8 SECOND Amendment to Underwriting Agreement October 23, 2015 Reference is made to that certain Underwriting Agreement (the ?Underwriting Agreement?), dated as of October 24, 2013, as amended as of July 21, 2015, by and among Global Defense & National Security Systems, Inc. (the ?Company?), Cowen & Company, LLC, Maxim Group LLC and I-Bankers Securities Inc. (together, with Cowen & Compa |
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| October 23, 2015 |
STG Group FORM 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): October 23, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| October 23, 2015 |
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Agreement?) is made as of the 23rd day of October, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC (the ?Trustee?). WHEREAS, the Co |
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| October 23, 2015 |
SEcond Amendment to CONVERTIBLE PROMISSORY NOTE EX-10.3 5 v422686ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SEcond Amendment to CONVERTIBLE PROMISSORY NOTE This Second Amendment to Convertible Promissory Note (this “Amendment”) is made and entered into as of October 23, 2015 (the “Amendment Effective Date”) by and between Global Defense & National Security Systems, Inc. (the “Company”), and Global Defense & National Security Holdings LLC (the “Lender |
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| October 23, 2015 |
EX-10.4 6 v422686ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Amendment to PROMISSORY NOTE This Amendment to Promissory Note (this “Amendment”) is made and entered into as of October 23, 2015 (the “Amendment Effective Date”) by and between Global Defense & National Security Systems, Inc. (the “Company”), and Global Defense & National Security Holdings LLC (the “Lender”). Capitalized terms used in this Ame |
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| October 23, 2015 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Global Defense & National Security Systems, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows: (1 |
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| October 22, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| October 20, 2015 |
STG Group FORM 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): October 20, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| October 20, 2015 |
AMENDED AND RESTATED BACKSTOP COMMON STOCK PURCHASE AGREEMENT EX-99.12 2 v422441ex99-12.htm EXHIBIT 99.12 Exhibit 99.12 AMENDED AND RESTATED BACKSTOP COMMON STOCK PURCHASE AGREEMENT This Amended and Restated Backstop Common Stock Purchase Agreement (this “Agreement”), is entered into as of October 17, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings |
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| October 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| October 20, 2015 |
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. FILES FORM 8-K IN RELATION TO EXTENSION AMENDMENTS EX-99.1 2 v422498ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. FILES FORM 8-K IN RELATION TO EXTENSION AMENDMENTS Reston, Virginia, October 20, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that it has filed a Form 8-K with the Securities and Exchange Commission (“SEC”) in relation to the Exte |
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| October 20, 2015 |
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. FILES FORM 8-K IN RELATION TO EXTENSION AMENDMENTS EX-99.1 2 v422498ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. FILES FORM 8-K IN RELATION TO EXTENSION AMENDMENTS Reston, Virginia, October 20, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that it has filed a Form 8-K with the Securities and Exchange Commission (“SEC”) in relation to the Exte |
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| October 20, 2015 |
DEFA14A 1 v4223728k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3 |
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| October 20, 2015 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| October 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 5) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Global Defense & National Security Systems, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (T |
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| October 13, 2015 |
STG Group 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): October 8, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| October 13, 2015 |
DEFA14A 1 v4219968k.htm FORM 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): October 9, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 |
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| October 13, 2015 |
Exhibit 99.1 1 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology October 9, 2015 2 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that involve risks and uncertainties concernin |
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| October 13, 2015 |
BACKSTOP COMMON STOCK PURCHASE AGREEMENT EX-99.12 2 v421930ex99-12.htm EXHIBIT 99.12 Exhibit 99.12 BACKSTOP COMMON STOCK PURCHASE AGREEMENT This Backstop Common Stock Purchase Agreement (this “Agreement”), is entered into as of October 9, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC, a Delaware limited liability company ( |
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| October 13, 2015 |
EXHIBIT 10.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM S |
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| October 13, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 3) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi |
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| October 13, 2015 |
STG Group FORM 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): October 9, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| October 13, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Global Defense & National Security Systems, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (T |
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| October 13, 2015 |
Exhibit 99.1 1 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology October 9, 2015 2 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that involve risks and uncertainties concernin |
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| October 9, 2015 |
EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES STOCK DIVIDEND AND SPONSOR STOCK PURCHASE AGREEMENT Reston, Virginia, October 9, 2015 - Global Defense & National Security Systems, Inc. (?GDEF? or the ?Company?; NASDAQ: GDEF) announced today that stockholders of record at the close of business on the date when the Company?s proposed business combination with STG Group, Inc. |
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| October 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| October 9, 2015 |
STG Group FORM 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): October 9, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| October 9, 2015 |
DEFA14A 1 v4219578k.htm FORM 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): October 9, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 |
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| October 9, 2015 |
EX-99.1 2 v421957ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES STOCK DIVIDEND AND SPONSOR STOCK PURCHASE AGREEMENT Reston, Virginia, October 9, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that stockholders of record at the close of business on the date when the Company’s proposed b |
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| October 5, 2015 |
Exhibit 99.1 1 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology October 2015 2 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that involve risks and uncertainties concerning G |
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| October 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| October 5, 2015 |
EX-99.1 2 v421568ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 1 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology October 2015 2 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that inv |
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| October 5, 2015 |
STG Group CURRENT REPORT (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): October 5, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| October 2, 2015 |
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES STOCK DIVIDEND EX-99.1 2 v421497ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES STOCK DIVIDEND Reston, Virginia, October 2, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that stockholders of record at the close of business on the date when the Company’s proposed business combination with STG Group, I |
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| October 2, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| October 2, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| October 2, 2015 |
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES STOCK DIVIDEND EX-99.1 2 v421497ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ANNOUNCES STOCK DIVIDEND Reston, Virginia, October 2, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that stockholders of record at the close of business on the date when the Company’s proposed business combination with STG Group, I |
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| September 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| September 21, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi |
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| September 21, 2015 |
1650 Tysons Boulevard Suite 400 McLean, Virginia 22102 Telephone: 703.760.7700 Facsimile: 703.760.7777 www.mofo.com morrison foerster llp beijing, berlin, brussels, denver, hong kong, london, los angeles, new york, northern virginia, palo alto, sacramento, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. September 21, 2015 BY EDGAR Mara L. Ransom Assistant Director Office of |
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| August 20, 2015 |
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): August 20, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| August 20, 2015 |
EX-99.1 2 v418652ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 1 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology August 20, 2015 2 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that |
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| August 20, 2015 |
Financial Statements and Exhibits, Other Events 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): August 20, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| August 20, 2015 |
EX-99.1 2 v418652ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 1 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology August 20, 2015 2 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that |
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| August 19, 2015 |
Financial Statements and Exhibits, Other Events 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): August 19, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| August 19, 2015 |
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): August 19, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| August 19, 2015 |
1650 Tysons Boulevard Suite 400 McLean, Virginia 22102 Telephone: 703.760.7700 Facsimile: 703.760.7777 www.mofo.com morrison foerster llp beijing, berlin, brussels, denver, hong kong, london, los angeles, new york, northern virginia, palo alto, sacramento, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. August 19, 2015 BY EDGAR Mara L. Ransom Assistant Director Office of Con |
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| August 19, 2015 |
Exhibit 99.1 1 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology August 19, 2015 2 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that involve risks and uncertainties concernin |
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| August 19, 2015 |
PRER14A 1 v418236prer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
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| August 19, 2015 |
EX-99.1 2 v418597ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 1 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology August 19, 2015 2 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that |
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| August 10, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 v4176798k.htm FORM 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): August 10, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (Sta |
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| August 10, 2015 |
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): August 10, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| August 10, 2015 |
Exhibit 99.1 1 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology August 2015 2 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that involve risks and uncertainties concerning Gl |
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| August 10, 2015 |
EX-99.1 2 v417679ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 1 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology August 2015 2 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that invo |
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| July 21, 2015 |
EX-10.9 11 v415701ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 PROMISSORY NOTE Borrower: Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia Lender: Global Defense & National Security Holdings LLC Principal Amount: $ 361,435.68 1. FOR VALUE RECEIVED, Global Defense & National Security Systems, Inc. (the “Company”) promises to pay to Global D |
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| July 21, 2015 |
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT EX-10.8 10 v415701ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of July 21, 2015 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Integrated Secu |
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| July 21, 2015 |
STG Group 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): July 17, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inc |
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| July 21, 2015 |
EX-10.5 7 v415701ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 July 21, 2015 Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of October 24, 2013 (the “Original Lette |
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| July 21, 2015 |
Amendment to CONVERTIBLE PROMISSORY NOTE EX-10.3 5 v415701ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Amendment to CONVERTIBLE PROMISSORY NOTE This Amendment to Convertible Promissory Note (this “Amendment”) is made and entered into as of July 21, 2015 (the “Amendment Effective Date”) by and between Global Defense & National Security Systems, Inc. (the “Company”), and Global Defense & National Security Holdings LLC (the “Lender”). Capitalized t |
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| July 21, 2015 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Global Defense & National Security Systems, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?GCL?), does hereby certify as follows: (1 |
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| July 21, 2015 |
Amendment to CONVERTIBLE PROMISSORY NOTE EX-10.2 4 v415701ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Amendment to CONVERTIBLE PROMISSORY NOTE This Amendment to Convertible Promissory Note (this “Amendment”) is made and entered into as of July 21, 2015 (the “Amendment Effective Date”) by and between Global Defense & National Security Systems, Inc. (the “Company”), and Global Defense & National Security Holdings LLC (the “Lender”). Capitalized t |
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| July 21, 2015 |
AMENDED AND RESTATED STOCK ESCROW AGREEMENT EX-10.7 9 v415701ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 AMENDED AND RESTATED STOCK ESCROW AGREEMENT THIS AMENDED AND RESTATED STOCK ESCROW AGREEMENT, dated as of July 21, 2015 (this “Agreement”), by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), Global Defense & National Security Holdings LLC (the “Sponsor”), and American Stock Transfer & Trust Co |
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| July 21, 2015 |
Exhibit 10.4 July 21, 2015 Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of October 24, 2013 (the ?Original Letter Agreement?) by and among Global Defense |
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| July 21, 2015 |
Amendment Underwriting Agreement July 21, 2015 Exhibit 10.6 Amendment to Underwriting Agreement July 21, 2015 Reference is made to that certain Underwriting Agreement (the ?Underwriting Agreement?), dated as of October 24, 2013, by and among Global Defense & National Security Systems, Inc. (the ?Company?), Cowen & Company, LLC, Maxim Group LLC and I-Bankers Securities Inc. (together, with Cowen & Company, LLC and Maxim Group LLC, the ?Underwri |
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| July 21, 2015 |
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Agreement?) is made as of the 21st day of July, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC (the ?Trustee?). WHEREAS, the Company?s Registrat |
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| July 14, 2015 |
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. FILES FORM 8-K IN RELATION TO EXTENSION AMENDMENTS EX-99.1 2 v415499ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. FILES FORM 8-K IN RELATION TO EXTENSION AMENDMENTS Reston, Virginia, July 14, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that it.has filed a Form 8-K with the Securities and Exchange Commission (“SEC”) in relation to the Extensi |
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| July 14, 2015 |
STG Group FORM 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): July 14, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inc |
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| July 14, 2015 |
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. FILES FORM 8-K IN RELATION TO EXTENSION AMENDMENTS EX-99.1 2 v415499ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. FILES FORM 8-K IN RELATION TO EXTENSION AMENDMENTS Reston, Virginia, July 14, 2015 - Global Defense & National Security Systems, Inc. (“GDEF” or the “Company”; NASDAQ: GDEF) announced today that it.has filed a Form 8-K with the Securities and Exchange Commission (“SEC”) in relation to the Extensi |
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| July 14, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inc |
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| July 10, 2015 |
PREM14A 1 v415184prem14a.htm PREM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| July 10, 2015 |
Exhibit 99.1 GDEF, Inc. Files Preliminary Proxy Statement Associated with the Business Combination with STG Group Inc. RESTON, Va., July 10, 2015 – Global Defense & National Security Systems Inc. (NASDAQ: GDEF) ("GDEF"), a public company formed to acquire operating businesses in the U.S. defense and national security sectors, today announced that the Company has filed a preliminary proxy statement |
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| July 10, 2015 |
STG Group FORM 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): July 10, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inc |
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| June 26, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| June 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| June 9, 2015 |
EX-2.1 2 v412644ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 8th day of June, 2015, among (i) Global Defense & National Security Systems, Inc., a Delaware corporation (the “Buyer”), (ii) Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Sponsor”), solely for purposes |
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| June 9, 2015 |
Exhibit 99.1 1 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology June 2015 2 © 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that involve risks and uncertainties concerning Glob |
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| June 9, 2015 |
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): June 8, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inco |
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| June 9, 2015 |
STG Group FORM 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): June 9, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inco |
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| June 9, 2015 |
Exhibit 99.1 Global Defense & National Security Systems, Inc. and STG Group, Inc. Announce Strategic Business Combination ? Combination Aims to Strengthen STG?s Position at the Center of U.S. National Security ? Will Create Opportunities to Enhance Client Focus and Provision of Mission Critical Software, Systems and Solutions ? Allows Stability and Potential for Increased Organic Growth ? Provides |
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| June 9, 2015 |
Exhibit 99.1 1 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, ALL RIGHTS RESERVED Investing in National Security Technology June 2015 2 ? 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. ALL RIGHTS RESERVED This presentation contains forward - looking statements that involve risks and uncertainties concerning Glob |
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| June 9, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 9, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inco |
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| June 9, 2015 |
Exhibit 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?) is entered into as of this 8th day of June, 2015, among (i) Global Defense & National Security Systems, Inc., a Delaware corporation (the ?Buyer?), (ii) Global Defense & National Security Holdings LLC, a Delaware limited liability company (the ?Sponsor?), solely for purposes of Sections 1.2 and 6.5(i), (iii) STG |
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| June 2, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Global Defense & National Security Systems, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (T |
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| June 2, 2015 |
EX-99.10 2 v412132ex99-10.htm EXHIBIT 99.10 Exhibit 99.10 EXECUTION COPY AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT among GLOBAL DEFENSE & NATIONAL SECURITY HOLDINGS, LLC and THE MEMBERS NAMED HEREIN Dated as of June 1, 2015 Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Interpretation 10 ARTICLE 2 ORGANIZATION 10 Section 2.01 Formation 10 Sect |
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| May 27, 2015 |
EX-99.1 2 v411690ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Global Defense & National Security Systems, Inc. Announces Receipt of NASDAQ Staff Determination; Company To Request Hearing RESTON, Va., May 27, 2015 Global Defense & National Security Systems, Inc. (the “Company”) (GDEF) today announced that, on May 20, 2015, the Company received notice from the Listing Qualifications Staff (the “Staff”) of T |
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| May 27, 2015 |
STG Group FORM 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): May 20, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inco |
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| May 14, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Global Defense & National Security Systems, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (T |
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| May 14, 2015 |
EXHIBIT 10.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM S |
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| May 14, 2015 |
STG Group FORM 8-K/A (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 12, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of in |
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| May 14, 2015 |
STG Group FORM 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): May 12, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inco |
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| February 17, 2015 |
STGG / STG Group, Inc. / HighVista Strategies LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 37953N108 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check t |
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| February 17, 2015 |
STGG / STG Group, Inc. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment SC 13G/A 1 gdefa221715.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 37953N108 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this St |
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| February 17, 2015 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) EX-99.1 CUSIP No. 37953N108 13G Page 31 of 34 Pages Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing addi |
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| February 17, 2015 |
EX-99.2 CUSIP No. 37953N108 13G Page 34 of 34 Pages Exhibit 2 Item 8 Information 1. HighVista Strategies LLC HighVista GP, LLC HighVista GP Limited Partnership HighVista GP II Limited Partnership HighVista GP III Limited Partnership HighVista I Limited Partnership HighVista II Limited Partnership HighVista III, Ltd. HighVista V Limited Partnership HighVista VI Limited Partnership HighVista Liquid |
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| February 13, 2015 |
STGG / STG Group, Inc. / Polar Asset Management Partners Inc. - SCHEDULE 13G/A Passive Investment SC 13G/A 1 sched13gaglobaldefense.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock, $0.0001 per share (Title of Class of Securities) 37953N108 (CUSIP Number) December 31, 2014 (Date of Event which Requir |
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| February 11, 2015 |
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): February 5, 2015 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| December 31, 2014 |
Submission of Matters to a Vote of Security Holders 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): December 31, 2014 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| December 19, 2014 |
STGG / STG Group, Inc. DEF 14A - - FORM DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 18, 2014 |
GDEF Inc. to File Plan with Nasdaq Regarding Public Shareholders EX-99.1 2 v394571ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 GDEF Inc. to File Plan with Nasdaq Regarding Public Shareholders RESTON, VA, November 18, 2014 On November 18, 2014, Global Defense & National Security Systems, Inc. (the “Company”) announced its intent to file a submission with the Listing Qualifications Staff of The NASDAQ Stock Market LLC ("Nasdaq") on or prior to December 29, 2014. The subm |
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| November 18, 2014 |
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): November 14, 2014 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| October 6, 2014 |
8-K 1 v3905458k.htm FORM 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): September 30, 2014 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 ( |
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| October 6, 2014 |
Global Defense & National Security Systems, Inc. Announces Changes to its Board of Directors Exhibit 99.1 Global Defense & National Security Systems, Inc. Announces Changes to its Board of Directors RESTON, VA, October 06, 2014 Global Defense & National Security Systems, Inc. (the “Company”) (NASDAQ: GDEF) announced its appointment of Vice Admiral (ret.) Robert B. Murett as a Director of the Company, effective October 02, 2014. Vice Admiral (ret.) Murrett has had a long and distinguished |
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| August 12, 2014 |
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): August 11, 2014 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of i |
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| July 7, 2014 |
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): June 30, 2014 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inc |
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| July 7, 2014 |
EXHIBIT 16.1 July 7, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Ladies and Gentlemen: We have read Global Defense & National Security Systems, Inc.’s statements included under Item 4.01 of its Form 8-K dated June 30, 2014, and are in agreement with the statements contained therein concerning our Firm in response to Item 304(a) of Regulation S-K. Very tru |
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| May 19, 2014 |
EX-10.1 2 v378726ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THE |
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| May 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Global Defense & National Security Systems, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (T |
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| May 19, 2014 |
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 15, 2014 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inco |
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| May 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 14, 2014 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of |
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| April 18, 2014 |
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 14, 2014 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of in |
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| April 18, 2014 |
Global Defense & National Security Systems, Inc. Announces Changes to its Board of Directors Exhibit 99.1 Global Defense & National Security Systems, Inc. Announces Changes to its Board of Directors Global Defense & National Security Systems, Inc. (the “Company”) (NASDAQ: GDEF) announced its appointment of the Honorable Ronald R. Spoehel as a Director of the Company, effective April 28, 2014. Mr. Spoehel has had a long and distinguished career within the national security and technology s |
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| April 8, 2014 |
EX-3.1 2 v374106ex3-1.htm EXHIBIT 3.1 EXHIBIT 3.1 CORRECTED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. Pursuant to Section 103(f) of the Delaware General Corporation Law Global Defense & National Security Systems, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the |
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| April 8, 2014 |
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 3, 2014 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36149 46-3134302 (State or other jurisdiction of inc |
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| March 14, 2014 |
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. |
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| March 14, 2014 |
STG Group FORM 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 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 000-10030 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. |
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| February 12, 2014 |
STGG / STG Group, Inc. / HighVista Strategies LLC - SCHEDULE 13G Passive Investment CUSIP No. 37953N108 13G Page 1 of 28 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 37953N108 (CUSIP Number) December 31, 2013 (Date of Event which Requires |
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| February 11, 2014 |
STGG / STG Group, Inc. / AQR CAPITAL MANAGEMENT LLC Passive Investment SC 13G/A 1 gdefa120714.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 37953N108 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| November 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 37953N108 (CUSIP Number) Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 2 |
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| November 5, 2013 |
STGG / STG Group, Inc. / AQR CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Global Defense & National Security Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 37953N108 (CUSIP Number) October 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| November 4, 2013 |
EXHIBIT 10.10 October 24, 2013 Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among Global Defense & National Security S |
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| November 4, 2013 |
EX-10.14 16 v358930ex10-14.htm EXHIBIT 10.14 EXHIBIT 10.14 October 24, 2013 Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered in |
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| November 4, 2013 |
EXHIBIT 10.13 October 24, 2013 Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among Global Defense & National Security S |
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| November 4, 2013 |
EX-10.8 10 v358930ex10-8.htm EXHIBIT 10.8 EXHIBIT 10.8 October 24, 2013 Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into a |
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| November 4, 2013 |
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. EXHIBIT 10.4 GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC. October 23, 2013 Global Defense & National Security Holdings LLC 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the effective date of the Registration Statement on Form S-1 and prospectus filed with the |
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| November 4, 2013 |
EX-99.2 19 v358930ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Global Defense & National Security Systems, Inc. Announces Closing of Initial Public Offering and Full Exercise of Over-Allotment Option NEW YORK, October 29, 2013 Global Defense & National Security Systems, Inc. (the "Company") (NASDAQ: GDEF), a newly-organized blank check company formed for the purpose of acquiring or merging with an operati |
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| November 4, 2013 |
EXHIBIT 10.7 October 24, 2013 Global Defense & National Security Systems, Inc. 11921 Freedom Drive, Suite 550 Two Fountain Square Reston, Virginia 20190 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among Global Defense & National Security Sy |
