-----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, OQJwY5GDPi9Ld9UzxTa+RCJZaI5yOj6MMCE8JhG45M4b4rhE4k/RGkKC3/mz+Ras WCm3UkH5lKr/2Tc74igXNg== 0001072613-05-000857.txt : 20050404 0001072613-05-000857.hdr.sgml : 20050404 20050404152729 ACCESSION NUMBER: 0001072613-05-000857 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050401 FILED AS OF DATE: 20050404 DATE AS OF CHANGE: 20050404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANALEX CORP CENTRAL INDEX KEY: 0000044800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112120726 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 5904 RICHMOND HIGHWAY STREET 2: SUITE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22303 BUSINESS PHONE: 703-329-9400 MAIL ADDRESS: STREET 1: 5904 RICHMOND HIGHWAY STREET 2: SUITE 300 CITY: ALEXANDRIA STATE: VA ZIP: 22303 FORMER COMPANY: FORMER CONFORMED NAME: HADRON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIORAD INC DATE OF NAME CHANGE: 19710304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRUSTEES OF GENERAL ELECTRIC PENSION TRUST CENTRAL INDEX KEY: 0000902967 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31613 FILM NUMBER: 05729580 BUSINESS ADDRESS: STREET 1: 3003 SUMMER STREET STREET 2: P O BOX 7900 CITY: STAMFORD STATE: CT ZIP: 06904-7900 BUSINESS PHONE: 2033262300 4 1 pro_13398ex.xml X0202 4 2005-04-01 0 0000044800 ANALEX CORP NLX 0000902967 TRUSTEES OF GENERAL ELECTRIC PENSION TRUST 3001 SUMMER STREET STAMFORD CT 06905 0 0 1 0 Series B Convertible Preferred Stock 2.80 2005-04-01 4 P 0 2857142 A Common Stock 4285713 D Warrant for Common Stock (right to buy) 4.29 2005-04-01 4 P 0 1 A 2015-04-01 Common Stock 714285 0 D On 4/1/05 (the "Subsequent Closing Date") and pursuant to and in accordance with that certain Purchase Agreement, dated as of 5/28/04 (the "First Closing Date"), by and among the Issuer, the Reporting Person and other investors (the "Purchase Agreement"), the Issuer exercised its option to require the Reporting Person and the other investors to purchase, for an aggregate purchase price of up to $25,000,000, shares of Series B convertible preferred stock, $0.02 par value per share (the "Series B Convertible Preferred Stock") and detachable ten-year warrants (each, a "Subsequent Common Stock Warrant") to purchase the Issuer's common stock, par value $0.02 per share (the "Common Stock"). On the Subsequent Closing Date and for an aggregate purchase price of $10,000,000, the Reporting Person purchased 2,857,142 shares of Series B Convertible Preferred Stock at a purchase price of $3.50 per share (the "Series B Original Issue Price") and a Subsequent Common Stock Warrant. On the First Closing Date, the Reporting Person purchased a secured senior subordinated convertible promissory note of the Issuer with an initial principal amount of $5,000,000 (a "Senior Subordinated Note") and a detachable ten-year warrant (an "Initial Warrant"). On September 15, 2004 (the "Issue Date"), the Issuer's existing stockholders approved, among other things, the conversion of the Reporting Person's Senior Subordinated Note into shares of the Issuer's Series B Convertible Preferred Stock and the issuance of shares of the Series B Convertible Preferred Stock upon such conversion (the "Stockholder Approval"). Upon the Stockholder Approval, the Reporting Person's Senior Subordinated Note was automatically converted into 1,428,571 shares of Series B Convertible Preferred Stock at a conversion price equal to the Series B Original Issue Price and the Reporting Person's Initial Warrant became exercisable at the sole option of the Reporting Person for one share of Common Stock for every five shares of Common Stock issuable upon conversion of the Reporting Person's 1,428,571 shares of Series B Preferred Stock issued upon the conversion of the Reporting Person's Senior Subordinated Note. The exercise price of the Initial Warrant is $4.32 per share (representing a 25% premium to the trailing average closing price of the Common Stock for the twenty trading days immediately preceding the First Closing Date, subject to adjustment for stock splits, stock dividends and similar events). The Reporting Person's shares of Series B Convertible Preferred Stock are convertible at the Reporting Person's sole option into such number of shares of the Issuer's Common Stock as is obtained by multiplying the number of shares of Series B Convertible Preferred Stock to be converted by $3.50 (the Series B Original Issue Price) and dividing such result by $2.80 (such price, as adjusted from time to time for certain dilutive equity issuances and for stock splits and similar events as provided in the Certificate of Designations, Powers, Preferences and Rights of the Series B Convertible Preferred Stock of the Issuer, the "Conversion Price"). The Reporting Person's shares of Series B Convertible Preferred Stock will be converted into shares of Common Stock if (i) any time following eighteen months after the Issue Date, the average closing price of the Common Stock over a twenty consecutive trading day period exceeds 2.5 times the Series B Original Issue Price (as adjusted for certain dilutive equity issuances and for stock splits and similar events as provided in the Certificate of Designations, Powers, Preferences and Rights of the Series B Convertible Preferred Stock of the Issuer (the "Series B Certificate")) and (ii) the Issuer elects, in its sole option, to have the Reporting Person's shares of Series B Convertible Preferred Stock converted; the shares of Series B Convertible Preferred Stock would convert using the Conversion Price. In addition, the Reporting Person's shares of Series B Convertible Preferred Stock will also convert into shares of Common Stock if (i) the Reporting Person does not accept an offer by the Issuer, within sixty days of delivery of such offer, to purchase the Reporting Person's shares of the Series B Convertible Preferred Stock for at least 2.5 times the Series B Original Issue Price (as adjusted for certain dilutive equity issuances and for stock splits and similar events as provided in the Series B Certificate) and (ii) the Issuer elects, in its sole option, to have the Reporting Person's shares of Series B Convertible Preferred Stock converted; the shares of Series B Convertible Preferred Stock would convert using the Conversion Price. The Reporting Person's shares of Series B Preferred Stock will automatically convert into shares of Common Stock upon the agreement of the holders of 75% of the shares of Series B Preferred Stock at the Conversion Price. The Reporting Person's Common Stock Warrant is exercisable immediately upon issuance at the sole option of the Reporting Person for one share of Common Stock for every five shares of Common Stock issued upon conversion of the Reporting Person's 2,857,142 shares of Series B Convertible Preferred Stock issued on the Subsequent Closing. The exercise price of the Common Stock Warrants is $4.29 per share (representing a 25% premium to the trailing average closing price of the Common Stock for the twenty trading days immediately preceding the Subsequent Closing Date, subject to adjustment for stock splits, stock dividends and similar events). /s/ Michael M. Pastore, VP of GE Asset Management Incorporated, Investment Manager of the Reporting Person 2005-04-04 -----END PRIVACY-ENHANCED MESSAGE-----