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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 12, 2000
HADRON, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEW YORK 0-5404 11-2120726
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
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5904 RICHMOND HIGHWAY, SUITE 300, ALEXANDRIA, VIRGINIA 22303
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (703) 329-9400
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 12, 2000, Hadron, Inc. (the "Company") held a Special Meeting of
the Board of Directors (the "Board") in order to ratify the appointment of
Gerald R. McNichols, Sc.D. and Gerald Young to the Board, in accordance with the
information distributed to the Company's shareholders and filed with the
Securities and Exchange Commission (the "SEC") on Schedule 14f-1 on May 31,
2000. The election of Messrs. McNichols and Young was unanimously ratified.
As previously reported on Schedule 14f-1 and Form 8-K filed with the SEC
on April 14, 2000, the Company entered into a securities purchase agreement
dated March 30, 2000 (the "Securities Purchase Agreement") with Jon M. Stout
("Stout"), Patricia W. Stout ("Ms. Stout"), the Stout Dynastic Trust ("Stout
Trust"), J. Richard Knop ("Knop"), John D. Sanders ("Sanders") and C.W. Gilluly
("Gilluly") which was consummated on March 30, 2000 (the "Closing Date"). Stout,
Ms. Stout, Stout Trust and Knop, are collectively referred to herein as the
"Investors."
On the Closing Date, following the execution of the Securities Purchase
Agreement, the Investors, Sanders, Gilluly and six (6) affiliates of Boles Knop
& Company L.L.C. entered into a five (5) year voting agreement ("Voting
Agreement"). Pursuant to the Voting Agreement, during its term, each party
agrees to vote all of the Common Stock registered in his or her respective name
and to take all necessary actions so that, among other things, (i) the
authorized number of members of the Board of Directors would continue to be five
(5) unless and until a greater number is directed or approved by the Investors,
and (ii) the Investors would be entitled to nominate (the "Investor Nominees")
and to have elected the Investor Nominees as the majority of the members of the
Board. On March 31, 2000, Stout was appointed to the Board, and on April 13,
2000 Messrs. McNichols and Young were appointed to the Board to take effect June
12, 2000, subject to the Company's compliance with the requirements of Section
14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and Rule 14f-1 promulgated thereunder. Because the two appointments were for
vacant, unexpired positions created by the resignation of two previous board
members, no action by shareholders was required and the Board is entitled under
the Company's bylaws to fill such vacant positions.
The Company has complied with the requirements of Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder, and Messrs. McNichols and
Young have joined Messrs. Gilluly, Sanders, and Stout on the Board.
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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.
Date: June 19, 2000 HADRON, INC.
(Registrant)
By: /s/ Jon M. Stout
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Jon M. Stout
Chief Executive Officer
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