-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V8177S8EHMkVGZhmTE9KICPaCcrjKS779CLUjbLgfzUilZVNFb35aisHX4klKG5U cxuzdK6U49H3rO3vsMbGIQ== 0001144204-08-059404.txt : 20081027 0001144204-08-059404.hdr.sgml : 20081027 20081027123200 ACCESSION NUMBER: 0001144204-08-059404 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081021 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081027 DATE AS OF CHANGE: 20081027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Paradigm Holdings, Inc CENTRAL INDEX KEY: 0000313353 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 830211506 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09154 FILM NUMBER: 081141769 BUSINESS ADDRESS: STREET 1: 9715 KEY WEST AVE., STREET 2: 3RD FLOOR CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: (301) 468-1200 MAIL ADDRESS: STREET 1: 9715 KEY WEST AVE., STREET 2: 3RD FLOOR CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: CHEYENNE RESOURCES INC DATE OF NAME CHANGE: 19981228 8-K 1 v129775_8k.htm
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)
October 21, 2008

PARADIGM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Wyoming
  
000-30271
  
83-0211506
(State or other jurisdiction of
  
(Commission File No.)
  
(I.R.S. Employer
incorporation or organization)
      
Identification No.)
         

 9715 Key West Avenue, 3rd Floor, Rockville, Maryland
  
20850
(Address of principal executive offices)
  
(Zip Code)
 
(301) 468-1200
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 3.02.
Unregistered Sales of Equity Securities.

On October 21, 2008, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Paradigm Holdings, Inc. (the “Company”) granted an aggregate of 1,525,000 restricted shares of the Company’s common stock to certain officers and directors of the Company (the “Restricted Share Grant”). Subject to the terms and conditions of such grants, the restricted shares will vest on January 2, 2013. The Restricted Share Grant was effected under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).

On October 21, 2008, the Compensation Committee granted options to purchase an aggregate of 125,000 shares of the Company’s common stock to certain employees (the “Option Grant”). One third of the options will vest on each anniversary of the grant date. The options have an exercise price of $0.20 per share. The Option Grant was effected under Section 4(2) of the Securities Act.

The information set forth in Item 8.01 below is hereby incorporated by reference in this Item 3.02.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed under Item 3.02 above, on October 21, 2008, the Company granted an aggregate of 1,525,000 restricted shares of the Company’s common stock to certain officers and directors of the Company. The “named” executive officers of the Company that received such restricted share grants were as follows:
 
Individual
 
Title
 
Number of Shares of
Common Stock
Peter B. LaMontagne
 
President, Chief Executive Officer and Director
 
650,000
Richard Sawchak
 
Senior Vice President and Chief Financial Officer
 
175,000
Anthony Verna
 
Senior Vice President, Business Development and Strategy
 
200,000
Robert Boakai
  
Vice President, Enterprise Solutions
  
150,000
 
The information set forth in Item 8.01 below is hereby incorporated by reference in this Item 5.02.
 
Item 8.01.
Other Events.

On October 21, 2008, the Compensation Committee approved reducing the exercise price of options to purchase an aggregate of 1,453,000 shares of the Company’s common stock to $0.30 per share (the “Repricing”). Prior to such modification, the exercise prices of such options ranged from $0.75 to $2.50 per share. All other terms of the options remained the same. The options are held by certain of the Company’s officers, directors, employees and consultants. To the extent that the Repricing is deemed to have cancelled the “original” options and granted replacement options, such grants were effected under Section 4(2) of the Securities Act.

In connection with the Repricing, the exercise price of the options previously granted to the Company’s “named” executive officers were modified as follows:
 
-2-

Individual
 
Title
 
Number of Shares Subject to Option
  
Original Exercise Price
  
Modified Exercise Price
Peter B. LaMontagne
 
President, Chief Executive Officer and Director
 
500,000
  
$2.50
  
$0.30
                 
Richard Sawchak
 
Senior Vice President and Chief Financial Officer
 
200,000
  
$1.70
  
$0.30
                 
Anthony Verna
 
Senior Vice President, Business Development and Strategy
 
150,000
  
$0.75
  
$0.30
                 
Robert Boakai
  
Vice President, Enterprise Solutions
  
50,000
  
$0.80
  
$0.30
       
50,000
  
$0.84
  
$0.30
Harry Kaneshiro
  
Former Executive Vice President
  
100,000
  
$1.70
  
$0.30

Item 9.01.
Financial Statements and Exhibits.
 
(a)
Not applicable
 
(b)
Not applicable
 
(c)
Not applicable
 
(d)
Not applicable
 
-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  PARADIGM HOLDINGS, INC.
 
 		  
 		  
 
  By:   /s/ Richard Sawchak
 
Richard Sawchak
  Chief Financial Officer
 
Date: October 27, 2008
 
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