form8-k.htm
 

 
UNITED STATES
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)  February 24, 2010


DYNAMICS RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)

Commission file number 001-34135

MASSACHUSETTS
04-2211809
(State or other jurisdiction of Incorporation or organization)
(I.R.S. Employer Identification No.)

TWO TECH DRIVE, ANDOVER, MASSACHUSETTS 01810-5498
(Address of principal executive offices) (Zip Code)

978-289-1500
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On February 24, 2010, the Board of Directors of Dynamics Research Corporation appointed Mr. Scott Thompson and Mr. Richard Tennant to the Company’s Board of Directors, effective April 1, 2010.  Mr. Scott Thompson will be a Class I Director with a term set to expire in 2012, and Mr. Richard Tennant will be a Class II Director with a term set to expire in 2011.  The Board made no determination on committee assignments for either director at that time.   Each of the new directors will be paid in accordance with the Company’s standard director compensation policies and programs as described within the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 14, 2009.

There are no arrangements or understandings under which either director was appointed other than as described in this Item 5.02(d). There are also no transactions involving either director requiring disclosure under Item 404(a) of Regulation S-K.

A press release announcing the appointments was issued on March 2, 2010, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and which is incorporated herein by reference in its entirety.

Item 9.01.  Financial Statements and Exhibits.

(d)
Exhibits
       
 
Exhibit No.
   Description
 
99.1
  
Press release dated March 2, 2010.


 
 
 



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.



   
DYNAMICS RESEARCH CORPORATION
   
(Registrant)
     
     
 
Date:  March 2, 2010
/s/ David Keleher
   
Senior Vice President, Chief Financial Officer and Treasurer


 
 
 


Exhibit Index


 
Exhibit Number
Exhibit Name
Location
       
 
99.1
Press release dated March 2, 2010.
Furnished herewith*
       
       
       

__________________________


 
*   Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.