SC 13D 1 sche13d_aug19.txt SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 DynTek, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 26818 10 6 (CUSIP Number) H. Montgomery Hougen 11710 Plaza America Drive, Reston, Virginia 20190 (703) 261-5028 (Name, Address and Telephone Number of Person Authorized to Receive Notices and communications) December 27, 2001 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. CUSIP No. 268180 10 6 (1) Name of Reporting Person DynCorp I.R.S. Identification No. of Above Person (Entities Only) 36-2408747 (2) Check the appropriate box if a member of a group (a) |_| (b) |_| (3) SEC use only (4) Source of Funds (See Instructions) OO (5) Check if Disclosure of Legal Proceedings is Required |_| Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Delaware Number of shares (7) Sole voting power 18,336,663 beneficially owned by each reporting person (8) Shared voting power with: (9) Sole dispositive power 18,336,663 (10) Shared dispositive power (11) Aggregate Amount Beneficially Owned by Each 18,336,663 Reporting Person (12) Check if the Aggregate Amount in row (11) |_| Excludes Certain Shares (13) Percent of class represented by amount in row (11) 40.0% (14) Type of reporting person CO Item 1. Security and Issuer DynCorp (the "filing person")acquired 18,336,663 shares of Class B Common Stock of DynTek, Inc. (the "issuer"), a Delaware corporation. The Class B Common Stock is not registered or publicly traded, but it is convertible into Class A Common Stock which is publicly traded. The shares of Class A Common Stock into which the Class B Common Stock may be converted are not registered at this time. The principal executive office of the company is located at 18881 Von Karman Avenue, Suite 250, Irvine, California 92612. Item 2. Identity and Background This filing is being made by DynCorp, a Delaware corporation, whose principal executive offices are located at 11710 Plaza America Drive, Reston, Virginia 20190. The filing person provides diversified management, technical, engineering, and professional services primarily to U.S. Government customers. Filed as Schedule I to this Schedule 13D is a list of the executive officers and directors of DynCorp containing the following information with respect to each such person: (a) name, (b) business address and (c) present principal occupation or employment, and the name and, if different from such person's business address, the address of any corporation or other organization in which such employment is conducted. Each person listed in Schedule I is a United States citizen. None of the persons identified in Schedule I beneficially owns any securities of the issuer. During the last five years, neither the filing person nor any of its principal executive officers or directors has been convicted in a criminal proceeding. During the last five years, neither the filing person nor any of its principal executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The filing person received 18,336,663 shares of Class B Common Stock of DynTek in a private transaction, as merger consideration pursuant to the Merger Agreement described in Item 4. Item 4. Purpose of Transaction On April 25, 2001, the filing person and the issuer entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), whereby a subsidiary of the filing person would merge into a subsidiary of the issuer. On December 27, 2001, following approval by the issuer's stockholders of the issuance of the Class B Common Stock to the filing person, the merger took place. (The Class B Common Stock is not registered or publicly traded, but it is convertible into Class A Common Stock which is publicly traded.) Thereupon the filing person became the owner of 100% of the outstanding shares of Class B Common Stock and 40% of the outstanding common stock of the issuer on a fully diluted basis. The purpose of the transaction was to merge two separate companies engaged in providing outsourcing services to agencies of state governments. The filing person, as the sole holder of Class B Common Stock, has the right to elect 40% of the directors to the issuer's board of directors. Except as otherwise set forth in Items 4, 5 and 6 hereof, DynCorp does not have any plans or proposals which relate to or would result in any of the events or transactions specified in Items 4(a) through (i) of Schedule 13D. Item 5. Interest in Securities of the Issuer The filing person directly owns 18,336,633 shares of Class B Common Stock of the issuer, constituting 100.0% of the total shares of Class B Common Stock outstanding and has the sole power to vote and dispose of such shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The filing person's arrangements with the issuer with respect to the securities of the issuer are described in Items 4 and 5. Item 7. Materials to Be Filed as Exhibits Exhibit 99.1: Agreement and Plan of Reorganization, dated as of April 25, 2001 Exhibit 99.2: First Amendment to the Agreement and Plan of Reorganization, dated as of July 9, 2001 Exhibit 99.3: Second Amendment to the Agreement and Plan of Reorganization, dated as of October 12, 2001 Exhibit 99.4 Third Amendment to the Agreement and Plan of Reorganization, dated as of November 30, 2001 Exhibit 99.5 Fourth Amendment to the Agreement and Plan of Reorganization, dated as of December 27, 2001 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 23, 2002 DynCorp By: /s/ H. Montgomery Hougen H. Montgomery Hougen Vice President & Secretary Schedule I Executive Officers and Directors of DynCorp Dan R. Bannister 11710 Plaza America Drive Reston VA 20190 Chairman of the Board, DynCorp T. Eugene Blanchard 1222 Aldebaran Drive McLean VA 22101 Director Retired Michael P. C. Carns 966 Coral Drive Pebble Beach CA 93953-2503 Director, DynCorp Vice Chairman of PrivaSource Inc. Paul G. Kaminski 6691 Rutledge Drive Fairfax Station, VA 22039 Director, DynCorp Paul V. Lombardi 11710 Plaza America Drive Reston VA 20190 Director and President and Chief Executive Officer, DynCorp Dudley C. Mecum II 30 East Elm Street Greenwich CT 06830 Director, DynCorp Managing Director, Capricorn Holdings LLC David L. Reichardt 11710 Plaza America Drive Reston VA 20190 Director and Senior Vice Presient and General Counsel, DynCorp H. Brian Thompson 1950 Old Gallows Road Vienna VA 22182 Director, DynCorp President, Universal Telecommunications, Inc. Herbert S. Winokur, Jr. 30 East Elm Street Greenwich 06830 Director, DynCorp Chairman and Chief Executive Officer, Capricorn Holdings, Inc. Stephen J. Cannon 6500 West Freeway, Suite 600 Ft. Worth TX 76116 President, DynCorp International LLC Joseph L. Cunningham 11710 Plaza America Drive Reston VA 20190 President, DynCorp Systems & Solutions LLC John J. Fitzgerald 11710 Plaza America Drive Reseton VA 20190 Vice President and Controller, DynCorp Patrick C. FitzPatrick 11710 Plaza America Drive Reston VA 20190 Senior Vice President and Chief Financial Officer, DynCorp Paul T. Graham 11710 Plaza America Drive Reston VA 20190 Vice President and Treasurer, DynCorp W. Ben Medley 6500 West Freeway, Suite 600 Ft. Worth TX 76116 President, DynCorp Technical Services LLC Marshall S. Mandell 11710 Plaza America Drive Reston VA 20190 Senior Vice President, Corporate Development, DynCorp