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): March 15, 2007
ICF International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33045 | 22-3661438 | ||
| (State or other jurisdiction of incorporation or organization) |
(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 communication pursuant to Rule 245 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 Exchanged 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 1.01 | Entry into a Material Definitive Agreement |
ICF Emergency Management Services, LLC (“ICF EMS”), a wholly-owned subsidiary of ICF International, Inc. (“ICF”), and the State of Louisiana, through the Division of Administration, Office of Community Development (“OCD”), have recently entered into a Fourth Amendment of Contract (the “Fourth Amendment”) as of March 15, 2007. The Fourth Amendment amended the contract dated June 12, 2006 (the “Initial Contract”) between ICF EMS and OCD.
The Fourth Amendment provides for an additional provision to the Initial Contract, establishing a performance measurement plan under which ICF EMS and OCD will agree upon monetary performance incentive measures providing for performance credits (or reductions) and rewards payable to ICF EMS. The performance incentive measures remain subject to the maximum compensation under the Initial Contract, and the parties will jointly work to ensure that the goals established within the performance plan are current and accurate for proper monitoring of ICF EMS’ performance against the contract requirements. The performance measurement plan will be updated by the end of each calendar quarter to provide the performance incentive measures for the following calendar quarter, beginning in April of 2007.
The Fourth Amendment is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Fourth Amendment of Contract between ICF Emergency Management Services, LLC and the State of Louisiana, through the Division of Administration, Office of Community Development |
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: March 28, 2007 | By: | /s/ Alan Stewart | ||
| Alan Stewart | ||||
| Senior Vice President, Chief Financial Officer and Secretary | ||||
Exhibit Index
| Exhibit No. | Document | |
| 10.1 | Fourth Amendment of Contract between ICF Emergency Management Services, LLC and the State of Louisiana, through the Division of Administration, Office of Community Development |
Exhibit 10.1
Fourth Amendment of Contract
This Fourth Amendment (the Fourth Amendment) is made and entered into on March 15, 2007, by and between the State of Louisiana, through the Division of Administration, Office of Community Development (hereinafter referred to as “OCD”) and ICF Emergency Management Services, LLC (hereinafter referred to either as “ICF” or “Contractor”). Capitalized terms used in the amendment but not defined herein have the meanings ascribed to them in the hereinafter described Contract.
WHEREAS, OCD and Contractor have heretofore executed and entered into that certain Contract with an effective date of June 12, 2006 (the “Contract”) in which ICF agreed to serve as Louisiana’s Road Home Manager and otherwise obligated itself to complete the Project; which Contract was amended by the First Amendment dated July 24, 2006, by the Second Amendment dated September 28, 2006 and by the Third Amendment dated October 18, 2006.
Whereas, the parties seek to delineate methods for performance measure credits and rewards;
Now therefore, for and in consideration of the foregoing premises, the State and Contractor agree as follows:
| 1. | The Contract is hereby amended to insert Section 1.2.3.1, which reads: |
| 1.2.3.1. | Performance Measurement Plan |
The SPM and the Contractor may by written Performance Measurement Plans provide for monetary performance incentive measures signed by the SPM and a duly authorized representative of Contractor. The performance incentive measures provide for performance credits [reductions in amounts payable to Contractor] and performance rewards. Any performance incentive measures shall be subject to the maximum compensation of this Contract, which may not be increased without further amendment of this Contract. The SPM and Contractor shall jointly work to ensure that the goals established within the performance plan are current and accurate for proper monitoring of the Contractor’s performance against the requirements of the Statement of Work. The Performance Measurement Plan will be reviewed not less than every three months with performance measurements starting in April of 2007.
The Performance Measurement Plans shall be updated by the end of each calendar quarter to provide the performance incentive measures for the following calendar quarter. The initial Performance Measurement Plan, along with each quarterly update, shall each constitute a separate deliverable under the Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment to be executed by their duly authorized representatives as of the day and year first above written.
| State of Louisiana, Division of Administration | ICF Emergency Management Services, LLC | |||||||
| By: | /s/ Jerry Luke Leblanc |
By: | /s/ Donald H. Blaise | |||||
| Jerry Luke Leblanc | Donald H. Blaise | |||||||
| Commissioner of Administration | Senior Manager of Contracts | |||||||
| Date: March , 2007 | Date: March 15, 2007 | |||||||