FORM 11-K
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 30, 2001
================================================================================
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
MANTECH INTERNATIONAL 401(k) PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
MANTECH INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 000-49604 22-1852179
(State of Incorporation) (Commission File No.) (EIN)
12015 LEE JACKSON MEMORIAL HIGHWAY
FAIRFAX, VA 22033
Telephone number, including area code (703) 218-6000
Total number of pages in this report: 110
---------
Index to Exhibits on Page 21
----------
INDEX
Page
----
Independent Auditors' Report ................................................... 3
Financial Statements for the years ended December 30, 2001 and 2000:
Statement of Net Assets Available for Plan Benefits ................... 5
Statement of Changes in Net Assets Available for Plan Benefits ........ 6
Notes to Financial Statements .................................................. 7
Supplemental Schedule as of December 30, 2001:
Schedule of Assets Held for Investment Purposes ....................... 18
Signatures ..................................................................... 20
Exhibit Index .................................................................. 21
2
Deloitte
& Touche
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee
ManTech International 401(k) Plan
Fairfax, Virginia
We have audited the accompanying statement of net assets available for plan
benefits of the ManTech International 401(k) Plan (the "Plan") as of December
30, 2001 and 2000, and the related statement of changes in net assets available
for plan benefits for the years then ended, and the supplemental schedules for
the year ended December 30, 2001. These financial statements and supplemental
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and supplemental schedule
based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 30, 2001 and
2000, and the changes in net assets available for plan benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. Such schedules have been subjected to the auditing procedures applied in
our audit of the basic financial statements for the year ended December 30,
2001, and,
--------
Deloitte
Touche
Tohmatsu
--------
in our opinion, are fairly stated in all material respects when considered in
relation to the basic 2001 financial statements taken as a whole.
June 17, 2002
/s/ Deloitte & Touche LLP
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 30, 2001 and 2000
--------------------------------------------------------------------------------
2001 2000
ASSETS:
Investments, at fair value:
Amounts on deposit with CIGNA $132,443,212 $136,317,845
Loans receivable from participants 3,395,145 3,583,368
------------ ------------
135,838,357 139,901,213
Contributions receivable:
Employer 48,714 46,875
Employee 221,865 205,960
------------ ------------
Net assets available for plan benefits $136,108,936 $140,154,048
============ ============
The accompanying notes are an integral part of these financial statements.
5
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 30, 2001 and 2000
--------------------------------------------------------------------------------
2001 2000
Additions to net assets:
Contributions:
Employer $ 2,555,830 $ 2,467,290
Employee 10,401,356 10,008,994
Net depreciation in
fair value of investments (8,285,935) (11,020,582)
Interest 3,119,244 2,811,216
------------ ------------
Total investment loss (5,166,691) (8,209,366)
------------ ------------
Total additions 7,790,495 4,266,918
------------ ------------
Deductions from net assets:
Withdrawals 12,432,091 16,984,493
Distributions 188,977 --
Administrative expenses 23,248 19,110
------------ ------------
Total deductions 12,644,316 17,003,603
Rollover of funds 808,709 766,605
------------ ------------
Net decrease (4,045,112) (11,970,080)
------------ ------------
Net assets available for plan benefits:
Beginning of year 140,154,048 152,124,128
------------ ------------
End of year $136,108,936 $140,154,048
============ ============
The accompanying notes are an integral part of these financial statements.
6
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN
The following description of the ManTech International 401(k) Plan provides only
general information. Participants should refer to the Plan agreement for more
detailed information.
The Plan is a voluntary, defined contribution pension plan, subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as
amended. All employees of ManTech International Corporation (the Company), and
its subsidiaries, who are on the Company's U.S. payroll are eligible to
participate in the Plan, including regular full-time employees, and part-time
employees scheduled to work 20 or more hours per week. Employees who are not
eligible to participate in the Plan include: (I) leased employees; (ii)
employees who are employed under the terms of contracts between the Company and
the United States government, unless the contracts are designated by the Company
as participating in the Plan; and (iii) employees who are employed by a
subsidiary or related company that has not adopted the Plan. The Company is a
party to a collective bargaining agreement at two sites, the Goddard Space
Flight Center and the Wallops Island Flight Facility (WFF), where some of the
Company's employees are represented by the International Brotherhood of
Electrical Workers (IBEW), Local 1501. Plan eligibility and participation
criteria applicable to employees working overseas or in accordance with the
collective bargaining agreement may be different than criteria applicable to
other Company employees.
The Plan is administered by the Administrative Committee (the Committee), that
plans, administers, and negotiates rights and benefits for participants in the
Plan. CG Trust Company is the Plan's Trustee. The custodian of the Plan, CIGNA
Retirement and Investment Services (CIGNA), is responsible for investments and
administration.
7
Investments
The Plan maintains a group annuity contract (the Contract) with CIGNA. The
Contract, which became effective June 1, 1996, provides for investment of
contributions, at participants' direction, in the following accounts based upon
information presented in the prospectuses of the Funds:
.. Guaranteed Securities Separate Account (Guaranteed Fund) - This fund was a
part of the group annuity contract with CIGNA, which guaranteed
participants a fixed rate of return. The guaranteed interest rate is
announced semi-annually and is guaranteed against change for six-month
periods (January - June, July - December). This rate was 5.4% during the
first half of year 2000. Effective July 3, 2000 the Guaranteed Securities
Separate Account was replaced as an investment choice for Plan
participants. The replacement investment alternative is the CIGNA Charter
Guaranteed Long-Term Fund.
.. CIGNA Charter Guaranteed Long-Term Fund - This fixed income fund consists
of a portfolio of commercial mortgages and privately placed and publicly
traded debt securities, including corporate bonds, asset-backed securities,
and residential mortgage bonds. The result is a diversified multi-billion
dollar fund which offers a fixed rate of return, coupled with a full
guarantee of principal and credited interest from Connecticut General Life
Insurance Company. The guaranteed interest rate was 6.0% during the second
half of year 2000 and during the first half of year 2001. The guaranteed
interest rate was 5.0% during the second half of year 2001.
.. AIM Value Account (AIM Value Fund) - This fund is a pooled separate
investment account which makes investments in domestic and international
equity securities deemed to be superior, but undervalued. The goal is to
generate high rates of long-term capital appreciation.
.. Actively Managed Fixed Income Account (Actively Managed Fund) - This fund
is a pooled separate investment account, which makes investments in
predominantly high quality corporate and Government fixed income
securities. The objective of this account is to attain superior returns
over full market cycles, while limiting periods of potential
underperformance.
.. Lifetime Funds- CIGNA Lifetime Funds are a family of funds comprised of
five distinct, multi-asset class, multi-manager investment portfolios,
which offer a range of risk/return characteristics. This family is based on
the life-cycle theory of investing, such that different bond/stock mixes
are appropriate for individuals at different stages of their lives. Each of
the five funds represents a balanced portfolio of bonds, stocks, and
cash-equivalent investments, depending on progressive age groups, time
horizons and investment risk tolerance.
8
.. Large Company Stock Index Fund - This CIGNA account is constructed to
reflect the composition of the S&P 500(R) Index. Its investment objective
is to produce a total return which closely approximates the total return of
the S&P 500(R) Index, thereby providing investors with long-term growth of
capital and income.
.. American Century Ultra Account (American Century Fund) - This CIGNA
separate account invests wholly in the American Century Ultra Fund. This
fund seeks to provide growth of capital by investing primarily in common
stocks of large and medium-sized companies.
.. Foreign Stock II Fund - This CIGNA separate account seeks to provide
long-term capital growth by investing primarily in the common stock of well
established companies located outside the U.S.
.. Large Company Stock Growth Fund - This CIGNA separate account seeks to
provide long-term capital growth by investing exclusively in equity
securities of large U.S. companies.
.. Small Company Stock Growth Fund - This CIGNA separate account seeks to
provide long-term capital growth by investing exclusively in common and
preferred stock of small U.S. companies. Effective October 1, 2000,
Fiduciary Trust Company International's small company stock growth fund in
the Plan was replaced by a small company stock growth fund managed by Times
Square Capital Management, Inc.
Effective July 3, 2000 two value funds were added as investment choices for Plan
participants.
.. Large Company Stock - Value I Fund - This CIGNA Charter separate account
follows a large capitalization value strategy and seeks to control risk via
emphasis on diversified, but highly liquid, large capitalization
securities.
.. Small Company - Value I Fund - This CIGNA Charter separate account follows
a small company equity value strategy and seeks to provide capital
appreciation via common stock investments in small companies with market
capitalization under $800 million.
Effective October 1, 2000, a self-directed brokerage account known as
CIGNADirect(R) was added as an investment choice in the Plan. CIGNADirect(R) is
offered through CIGNA Financial Services, Inc., a broker-dealer subsidiary of
CIGNA. Through CIGNADirect(R), Plan participants can direct the investment of up
to 25% of their Plan account balance in a variety of mutual funds, stocks or
fixed income alternatives outside the Plan's core group of investment choices
described previously.
9
Effective June 1, 2001, two growth funds were added as investment choices for
Plan
participants.
.. Large Company Stock - Growth III Fund - This CIGNA Charter separate account
follows a large capitalization growth strategy and seeks to provide
long-term capital appreciation and outperform specialized large cap growth
index funds.
.. Midsize Company Stock - Growth Fund - This CIGNA Charter separate account
invests primarily in common stocks of medium-sized companies and seeks to
achieve maximum long-term capital growth in excess of specialized midcap
index funds.
On June 1, 2001, a process of phasing out the AIM Value Account as an investment
choice in the Plan began. Effective August 1, 2001, any participant's AIM Value
Account balance was transferred to the Large Company Stock - Growth III Fund.
.. Core Plus Fixed Income Fund - Effective August 15, 2001, an alternative
fixed income investment option known as the Core Plus Fixed Income Fund was
added to the Plan's investment portfolio. This CIGNA Charter separate
account invests primarily in high quality domestic and international
government and corporate fixed income securities.
An employee is eligible to participate in the Plan after three months of service
(after one year of service for employees under the collective bargaining
agreement). There were 3,486 participants in the Plan as of December 30, 2001.
The Plan presents in the Statement of Changes in Net Assets Available for Plan
Benefits investment income which includes interest, and the net appreciation
(depreciation) in the fair value of investments, which consists of realized
gains or losses and unrealized appreciation (depreciation) on certain
investments, net of certain investment costs.
Participant Accounts
The Plan requires that a separate record or account be maintained for each
employee in the Plan. Participants' contributions are credited directly to their
individual accounts. Employer contributions, as well as income earned under the
group annuity contract, are credited to participants' accounts in accordance
with provisions of the Plan.
10
Participant Loans
A participant may borrow from his or her account provided that the participant
executes a promissory note in the amount of the loan which indicates the
repayment period and rate of interest. The minimum loan is $1,000, and the
aggregate amount of outstanding loans to a given participant may not exceed 50%
of the participant's total vested account balance or $50,000, whichever is
lower. The rate of interest on any loan is fixed at the prevailing rate used by
commercial lending institutions on the date the loan application is received.
The repayment period is selected by the participant, but may not exceed the
lesser of five years or the number of years remaining before the participant's
retirement, with the exception of home loans. Repayment is facilitated through
payroll deductions. Loans to participants are considered assets of the Plan and
are presented at cost which equates fair value.
Participant loans that are not repaid upon employment termination shall be
considered in default. Loans shall also be considered in default if any loan
payment is not paid within 90 days of the payment due date.
Loans in default, as shown in Note 5 - Reconciliation to IRS Form 5500, total
$275,299 at December 30, 2001. Loans in default that did not result in any
renegotiation of loan terms or resumption of repayment total $188,977 and are
included as distributions on the Statement of Changes in Net Assets Available
for Plan Benefits; and as such, are not included as loans receivable from
participants on the Statement of Net Assets Available for Plan Benefits or on
the Schedule of Assets Held for Investment Purposes at December 30, 2001.
Payment of Benefits
Upon termination of service, a participant may elect to receive a lump-sum
amount equal to the value of his or her account, including employer
contributions, or an annuity payment option, or delay withdrawal until a future
date. Withdrawals are recorded when paid.
Administrative Expenses
Except for a $25.00 annual service charge assessed each participant who remains
in the Plan but has terminated their employment with the Company, CIGNA does not
impose a per-participant fee to cover the costs of recordkeeping and participant
service center support. These fees have been factored into the overall asset
charges which are automatically deducted from the rates of return of the various
CIGNA funds including the CIGNA Charter Guaranteed Long-Term fund, the five
CIGNA Lifetime Funds, the CIGNA Actively Managed Fund, and the CIGNA Stock
Market Fund.
11
CIGNA does not impose a separate asset charge for the non-CIGNA managed funds
that
include the AIM Value Fund, the Large Company Stock Growth Fund, the Small
Company Stock Growth Fund, the American Century Fund, the Large Company Stock
Value Fund, the Small Company Stock Value Fund, CIGNADirect(R) and the Foreign
Stock II Fund. Asset charges for these funds are already factored into the rates
of return for such funds by each fund manager.
Participants are charged a one-time $50 setup fee for each loan requested.
Tax Status
The Internal Revenue Service (IRS) has determined and informed the Company by a
letter dated January 7, 2000, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has subsequently been amended since receiving this determination letter and the
Company anticipates obtaining a determination letter from the IRS that the Plan,
as amended, continues to comply with all applicable requirements of the IRC. The
Plan administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC. Accordingly,
no provision for income taxes has been recorded in the Plan's financial
statements.
Contributions
The Plan permits tax-deferred contributions up to 20% of gross pay. The
tax-deferred contribution threshold for participants under the terms of the
collective bargaining agreement is 15%. The overseas participants are allowed to
contribute after-tax money only.
The after-tax contribution limit is 10% with the exception of overseas
participants for which the limit is 20%. However, total contributions
(tax-deferred plus after-tax contributions) cannot exceed 20% of gross pay (18%
for participants under the collective bargaining agreement).
The Company matches a Plan defined percentage of employee contributions up to 4%
(8% for Goddard Space Flight Center participants under the collective bargaining
agreement) of the participant's base compensation.
Participants are fully vested in all contributions made to their accounts. All
amounts forfeited are used to reduce the net cash outlay of the Company matching
contribution for the current Plan year.
12
Plan Termination
The Company expects to continue to sponsor the Plan indefinitely and to continue
to match contributions. However, the Company has the right to terminate the Plan
at any time upon written notice to the Committee and CIGNA. In the event of plan
termination, participants are 100% vested in their accounts.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis of
accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Investment Valuation
The Guaranteed Fund assets of the Plan are stated at their contract value which
approximates fair value and represents contributions made under the contract
plus accumulated interest at the contract rate. The assets in all of the other
funds are stated at their respective fair values as determined by CIGNA.
The Plan utilizes various investment instruments. Investment securities, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could
materially affect the amount reported in the Statement of Net Assets Available
for Plan Benefits.
NOTE 3 - SUBSEQUENT EVENTS
Reincorporation
The Company is incorporated in Delaware and is the successor by merger to
ManTech International Corporation, a New Jersey corporation. As a result of the
merger, in January 2002, the Company reincorporated from New Jersey to Delaware.
13
Economic Growth and Tax Relief Reconciliation Act of 2001
The Plan was amended, effective for Plan years beginning on December 31,2001, to
reflect certain changes permitted under the Economic Growth and Tax Relief
Reconciliation Act of 2001, signed into law by President Bush.
14
NOTE 4- INVESTMENTS AT FAIR VALUE
The following table represents the fair value of investments at December 30,
2001 and 2000. Investments representing 5% of the Plan's net assets are
separately identified.
Investments at fair market value:
2001 2000
---- ----
Guaranteed Fund $ 52,607,559* $ 45,891,835*
AIM Value Fund -- 38,388,467*
Actively Managed Fund 8,478,188* 5,249,710
Lifetime Funds 6,464,237 6,483,128
Stock Index Fund 12,436,996* 14,950,790*
Midsize Company Stock Growth Fund 2,311,476 --
TimesSquare Core Plus Bond Fund 119,839 --
Large Company Stock Growth Funds 24,729,621* 2,576,491
Small Company Stock Growth Fund 3,688,179 5,501,271
American Century Fund 10,341,055* 12,434,573*
Large Company Stock Value Fund 1,892,925 955,300
Small Company Stock Value Fund 7,838,614* 1,607,318
Self-Directed Brokerage Account 111,000 82,779
Foreign Stock II Fund 1,423,523 2,196,183
------------ ------------
Total $132,443,212 $136,317,845
============ ============
* Represents 5% or more of the Plan's net assets at December 30, 2001 and 2000.
15
NOTE 5- RECONCILIATION TO IRS FORM 5500
Pursuant to ERISA provisions, the following is a reconciliation of net assets
available for plan benefits at December 30, 2001 and December 30, 2000 as
reported in the Statement of Net Assets Available for Plan Benefits, to net
assets as reported on Form 5500 to be filed with the IRS:
For the year For the year
ended ended
12/30/2001 12/30/2000
------------- --------------
Amount per Statement of Net Assets
Available for Plan Benefits $ 136,108,936 $ 140,154,048
Items reflected in IRS Form 5500 not
reflected in the Statement of Net
Assets Available for Plan Benefits:
Distributions Payable -- (540,220)
------------- -------------
Amount per IRS Form 5500 $ 136,108,936 $ 139,613,828
============= =============
Pursuant to ERISA provisions, the following is a reconciliation of total
withdrawals in the periods ended December 30, 2001 and December 30, 2000 as
reported in the Statement of Changes in Net Assets Available for Plan Benefits,
to withdrawals as reported on Form 5500 to be filed with the IRS:
For the year For the year
ended ended
12/30/2001 12/30/2000
------------- --------------
Withdrawals per Statement of Changes in
Net Assets Available for Plan Benefits $ 12,432,091 $ 16,984,493
Add: Distributions Payable to withdrawing
participants at year end -- 540,220
Less: Distributions Payable to withdrawing
participants at beginning of year (540,220) (302,516)
------------- -------------
Amount per IRS Form 5500 $ 11,891,871 $ 17,222,197
============= =============
16
NOTE 5- RECONCILIATION TO IRS FORM 5500 - continued
Pursuant to ERISA provisions, the following is a reconciliation of total loans
in default resulting in distributions in the periods ended December 30, 2001 and
December 30, 2000 as reported in the Statement of Changes in Net Assets
Available for Plan Benefits, to total loans in default as reported on Form 5500
to be filed with the IRS:
For the year For the year
ended ended
12/30/2001 12/30/2000
------------ --------------
Distributions per Statement of Changes in
Net Assets Available for Plan Benefits $ 188,977 --
Add: Loans previously in default that
resulted In resumption of repayment 86,322 --
------------ --------------
Amount per IRS Form 5500 $ 275,299 --
============ ==============
17
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
DECEMBER 30, 2001
Identity of Issuer,
Borrower, Lessor or Fair
Similar Party Description of Investment Value (2)
---------------------------------------------------------------------------------------------------
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Guaranteed Fund $ 52,607,559
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Midsize Company Stock Growth Fund 2,311,476
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Actively Managed Fund 8,478,188
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Lifetime Funds 6,464,237
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Stock Index Fund 12,436,996
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Large Company Stock Growth Funds 24,729,621
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Small Company Stock Growth Fund 3,688,179
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) American Century Fund 10,341,055
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Foreign Stock II Fund 1,423,523
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Large Company Stock Value Fund 1,892,925
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Small Company Stock Value Fund 7,838,614
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) TimesSquare Core Plus Bond Fund 119,839
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Self-Directed Brokerage Account (3) 111,000 (3)
Loans Receivable from Participants Fully amortizing loans bearing interest
ranging from 5.0% to 12.0% and maturing
at various dates through the year 2019. 3,395,145
------------
Total Assets Held for Investment $135,838,357
============
(1) Noted as party-in-interest.
(2) Cost information is not required for participant-directed investments
and, therefore not included.
(3) See next page for account details.
18
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
SELF-DIRECTED BROKERAGE ACCOUNT DETAILS
DECEMBER 30, 2001
Identity of Issuer,
Borrower, Lessor or Fair
Similar Party Description of Investment Value (2)
-------------------------------------------------------------------------------------------------
FISERVE SECURITIES INC. Interest Bearing Cash $ 7,342
ACTERNA CORP. Corporate Stock - Common 3,032
APPLIED INNOVATION, INC. Corporate Stock - Common 625
BED BATH & BEYOND INC. Corporate Stock - Common 5,182
CABLE & WIRELESS PUB LTD CO. Corporate Stock - Common 5,860
D&K HEALTHCARE RESOURCES, INC. Corporate Stock - Common 1,454
ESSEX CORPORATION Corporate Stock - Common 44,700
FTI CONSULTING, INC. Corporate Stock - Common 1,166
HOLLYWOOD ENTMT CORP. Corporate Stock - Common 982
INTERNET SECURITY SYSTEMS INC. Corporate Stock - Common 3,350
JDS UNIPHASE CORP. Corporate Stock - Common 846
PAYCHEX INC. Corporate Stock - Common 2,685
PFIZER INCORPORATED Corporate Stock - Common 1,818
POLYCOM, INC. Corporate Stock - Common 1,797
PRUDENTIAL FINANCIAL, INC. Corporate Stock - Common 1,680
REPLIGEN CORP. Corporate Stock - Common 1,225
RIGHT MANAGEMENT CONSULTANTS Corporate Stock - Common 966
SAFEWAY, INC. COM NEW Corporate Stock - Common 2,125
SCHLUMBERGER LIMITED Corporate Stock - Common 5,498
SIRIUS SATELLITE RADIO, INC Corporate Stock - Common 8,640
TALK AMERICA HOLDINGS, INC Corporate Stock - Common 2,000
TERAYON COMMUNICATION SYS. Corporate Stock - Common 811
WENDY'S INTERNATIONAL, INC. Corporate Stock - Common 1,771
XM SATELLITE RADIO HOLDINGS Corporate Stock - Common 3,590
ZAP Corporate Stock - Common 300
ALLIANCE ALL-MARKET ADVANTAGE Val. of Int. in Reg. Investment 1,565
MANUAL EOY BALANCE ADJUSTMENT -10
---------
Total Assets Held for Investment in Self-Directed Brokerage Account $ 111,000
=========
(2) Cost information is not required for participant-directed investments
and, therefore not included.
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan administrator has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) MANTECH INTERNATIONAL CORPORATION
(Name of Plan) MANTECH INTERNATIONAL 401(k) PLAN
By: ManTech International Corporation, Plan Administrator
Principal Financial Officer
Date: June 26, 2002 By /s/ John A. Moore, Jr.
------------------- -------------------------------------
John A. Moore, Jr., Chief Financial
Officer and Treasurer
Principal Accounting Officer
Date: June 26, 2002 By /s/ Matthew P. Galaski
------------------- -------------------------------------
Matthew P. Galaski, Asst. Chief
Financial Officer
20
EXHIBIT INDEX
Exhibit Page
Number Description of Exhibits Number
------- ----------------------- ------
MANAGEMENT CONTRACTS AND COMPENSATION PLANS
-------------------------------------------
10.1 ManTech International Retirement Plan (Amendment and
Restatement effective as of January 1, 1993)
(Incorporated by reference to Exhibit No. 4.4 to Form S-8
filed with the Commission on October 15, 1993 -- Commission File
No. 33-52740) *
10.2 First Amendment dated December 1, 1994 to the ManTech
International Retirement Plan
(Incorporated by reference to Exhibit No. 10.5 to Form 11-K
filed with the Commission on June 29, 1995 -- Commission File
No. 33-52740) *
10.3 Second Amendment dated March 21, 1995 to the ManTech International
Retirement Plan
(Incorporated by reference to Exhibit No. 10.6 to Form 11-K
filed with the Commission on June 29, 1995 -- Commission File
No. 33-52740) *
10.4 Third Amendment dated July 5, 1995 to the ManTech International
Retirement Plan *
(Incorporated by reference to Exhibit No. 10.4 to Form 11-K
filed with the Commission on June 28, 1996 -- Commission File
No. 33-52740) *
10.5 ManTech International 401(k) Plan (Amendment and Restatement
effective as of October 1, 1998) 23
10.6 First Amendment dated December 22, 1999 to the ManTech
International 401(k) Plan 93
10.7 Second Amendment dated January 1, 2000 to the ManTech
International 401(k) Plan 95
10.8 Third Amendment dated August 3, 2000 to the ManTech International
401(k) Plan 96
* Incorporated by reference to the previously filed document referred to in the
parenthetical notation.
21
EXHIBIT INDEX - continued
Exhibit Page
Number Description of Exhibits Number
------- ----------------------- ------
MANAGEMENT CONTRACTS AND COMPENSATION PLANS
-------------------------------------------
10.9 Fourth Amendment dated April 1, 2000 to the ManTech International
401(k) Plan 98
10.10 Fifth Amendment dated November 1, 2000 to the ManTech International
401(k) Plan 102
10.11 Sixth Amendment dated January 14, 2002 to the ManTech International
401(k) Plan 104
22