UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 28, 2011
ICF International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33045 | 22-3661438 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 9300 Lee Highway, Fairfax, Virginia | 22031 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (703) 934-3000
Not Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
On October 28, 2011, the Company announced that it is rescheduling the release of its third quarter earnings results from after the market closes on Tuesday, November 1, 2011 to 7:00 a.m. Eastern Time on Wednesday, November 2, 2011. The Company will still conduct a conference call at 8:30 a.m. Eastern Time on November 2, 2011, to discuss the results for the quarter ended September 30, 2011. Instructions on how to participate in the conference call are contained in the press release, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release dated October 28, 2011 |
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.
| ICF International, Inc. | ||||
| Date: October 28, 2011 | By: | /s/ Sandra Murray | ||
| Sandra Murray | ||||
| Senior Vice President & | ||||
| Interim Chief Financial Officer | ||||
Exhibit 99.1
|
NEWS RELEASE |
ICF International Changes Timing, Will Announce Third Quarter 2011
Financial Results Before Market Opening on November 2, 2011
FOR IMMEDIATE RELEASE
Investor Information Contact: MBS Value Partners
Lynn Morgen, 212-750-5800, lynn.morgen@mbsvalue.com
or
ICF International Contact:
Doug Beck, 703-934-3820, dbeck@icfi.com
FAIRFAX, Va. (October 28, 2011) – ICF International (NASDAQ:ICFI), a leading provider of consulting services and technology solutions to government and commercial clients, today announced it has rescheduled the release of its third quarter 2011 financial and operating results. The release now will take place Wednesday, November 2, 2011, before the market opens. As previously announced, ICF management will host a conference call at 8:30 a.m. Eastern Time on November 2, 2011, to discuss the financial results. Management’s remarks will be followed by a question-and-answer period.
To participate, register at http://investor.icfi.com at least 15 minutes prior and download and install any necessary software. An archive will be available for one year following the live event. A telephonic replay of the call will be available beginning at 11:30 a.m. Eastern Time November 2, 2011, through November 9, 2011, at 1.888.286.8010 (U.S.) or 1.617.801.6888 (international). The passcode is 74763412.
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About ICF International
ICF International (NASDAQ:ICFI) partners with government and commercial clients to deliver professional services and technology solutions in the energy, environment and transportation; health, education, and social programs; and homeland security and defense markets. The firm combines passion for its work with industry expertise and innovative analytics to produce compelling results throughout the entire program lifecycle, from research and analysis through implementation and improvement. Since 1969, ICF has been serving government at all levels, major corporations, and multilateral institutions. More than 4,000 employees serve these clients worldwide. ICF’s Website is www.icfi.com.
Caution Concerning Forward-looking Statements
Statements that are not historical facts and involve known and unknown risks and uncertainties are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; and our ability to acquire and successfully integrate businesses. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements are included in the “Risk Factors” section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.