<Page>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 2002

                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------
                        ANTEON INTERNATIONAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Delaware                                             13-3880755
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)

                         3211 Jermantown Road, Suite 700
                          Fairfax, Virginia 22030-2801
                                 (703) 246-0200
   (Address, including zip code, and telephone number, including area code, of
                    Registrant's principal executive offices)

                                   ----------
                     Amended and Restated Omnibus Stock Plan
                            (FULL TITLE OF THE PLAN)

                                   ----------
                             Curtis L. Schehr, Esq.
              Senior Vice President, General Counsel and Secretary
                        Anteon International Corporation
                         3211 Jermantown Road, Suite 700
                          Fairfax, Virginia 22030-2801
                                 (703) 246-0200
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   ----------
                                   COPIES TO:
                              John C. Kennedy, Esq.
                              Carl L. Reisner, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000

                                   ----------
                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
          Title of Each Class of            Amount to be Registered  Proposed Maximum    Proposed Maximum     Amount of
       Securities to be Registered                                    Offering Price    Aggregate Offering   Registration
                                                                           Per                Price              Fee
                                                                          Share
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
<S>                                                <C>                    <C>              <C>                  <C>
Common Stock, par value $0.01 per share (1)        4,665,608              $ 7.92           $36,951,615.36       $3,400
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
Common Stock, par value $0.01 per share (2)        1,381,680              $20.25           $27,979,020          $2,575
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
Preferred Stock Purchase Rights (3)                        -                   -                     -               -
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
</Table>

(1) Represents 4,665,608 shares of Common Stock reserved for issuance pursuant
    to stock options having a weighted average exercise price of $7.92 granted
    pursuant to the Amended and Restated Omnibus Stock Plan. The registration
    fee for such shares was calculated in accordance with Rule 457(h)(1) under
    the Securities Act of 1933, as amended, based on the weighted average
    exercise price of such options. Pursuant to Rule 416 under the Securities
    Act, this Registration Statement shall be deemed to cover an indeterminate
    number of additional securities to be offered or issued as a result of stock
    splits, stock dividends or similar transactions.
(2) Represents 942,040 shares of Common Stock reserved for issuance under the
    Amended and Restated Omnibus Stock Plan and 439,640 shares of Common Stock
    issued upon the exercise of options prior to the date hereof. The
    registration fee was calculated in accordance with Rule 457(h)(1) under the
    Securities Act of 1933, as amended, based on the average of the high and low
    prices of the shares on March 22, 2002 as reported on the New York Stock
    Exchange. Pursuant to Rule 416 under the Securities Act, this Registration
    Statement shall be deemed to cover an indeterminate number of additional
    securities to be offered or issued as a result of stock splits, stock
    dividends or similar transactions.
(3) This registration statement also includes rights to purchase Series A
    Preferred Stock, par value $0.01 per share. One right is attached to each
    share of Common Stock. The rights will not be transferrable separately from
    the Common Stock until specified events have occurred in connection with a
    prospective change of control of the registrant. No registration fee is
    required for these rights, because they are being issued for no additional
    consideration.

================================================================================

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                                EXPLANATORY NOTE

         The Section 10(a) prospectus being delivered by Anteon International
Corporation (the "Company") to participants in the Company's Amended and
Restated Omnibus Stock Plan (the "Plan") as required by Rule 428 under the
Securities Act, has been prepared in accordance with the requirements of Form
S-8 and relates to shares of Common Stock, par value $0.01 per share, of the
Company (the "Common Stock"), which have been reserved for issuance pursuant to
the Plan. The information regarding the Plan required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act. The Company shall
provide to participants in the Plan a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8.

         This registration statement on Form S-8 also includes a prospectus
prepared pursuant to Instruction C of Form S-8, in accordance with the
requirements of Part I of Form S-3, and relates solely to resales on a
continuous or delayed basis in the future of up to an aggregate of 439,640
shares that constitute "restricted securities" which were issued under the Plan
prior to the filing of this registration statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information required in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by reference to this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

<Page>

                               REOFFER PROSPECTUS

                         439,640 SHARES OF COMMON STOCK
                       OF ANTEON INTERNATIONAL CORPORATION

         Shares of common stock, $0.01 par value per share, offered hereby will
be sold from time to time by certain stockholders of ours described under the
caption "selling stockholders" in this prospectus. The selling stockholders are
current or former employees, officers and directors of our company.

         The common stock trades together with a right to purchase our Series A
Preferred Stock, par value $0.01 per share, and references in this prospectus to
our "common stock" are also references to this attached right.

         The sales may occur in transactions on the New York Stock Exchange at
prevailing market prices or in negotiated transactions. We will not receive
proceeds from any of these sales. We are paying the expenses incurred in
registering the shares, but all selling and other expenses incurred by each of
the selling stockholders will be borne by that selling stockholder.

         Some of the shares of common stock are "restricted securities" under
the Securities Act of 1933 before their sale under this prospectus. This
prospectus has been prepared for the purpose of registering the shares under the
Securities Act to allow for future sales by the selling stockholders, on a
continuous or delayed basis, to the public without restriction. Each selling
stockholder may be deemed to be an "underwriter" within the meaning of the
Securities Act. Any commissions received by a broker or dealer in connection
with resales of the shares may be deemed to be underwriting commissions or
discounts under the Securities Act.

         Our common stock is traded on the NYSE under the symbol "ANT" On March
25, 2002, the last reported sale price of the common stock, as reported on the
NYSE, was $19.55 per share.

         INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. FOR MORE
INFORMATION, PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 1.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                 MARCH 26, 2002

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                                TABLE OF CONTENTS

<Table>
<S>                                                                           <C>
Where You Can Find More Information...........................................ii

The Company....................................................................1

Risk Factors...................................................................1

Forward-Looking Statements....................................................12

Use of Proceeds...............................................................13

Selling Stockholders..........................................................13

Plan of Distribution..........................................................15

Legal Matters.................................................................16

Experts.......................................................................16
</Table>

                                -----------------

         You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. Certain selling
stockholders are offering to sell shares and seeking offers to buy shares only
in jurisdictions where offers and sales are permitted. The information contained
in or incorporated by reference in this prospectus is accurate only as of the
date of this prospectus, regardless of the time of delivery of this prospectus
or any sale of our common stock.

                                        i
<Page>

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8, of which this prospectus is a part, under
the Securities Act with respect to the shares of common stock offered by this
prospectus. The prospectus does not contain all of the information included in
the registration statement. Statements contained in this prospectus concerning
the provisions of any document are not necessarily complete. You should refer to
the copies of these documents filed as exhibits to the registration statement or
otherwise filed by us with the SEC for a more complete understanding of the
matter involved. Each statement concerning these documents is qualified in its
entirety by that reference.

         We are also subject to the informational requirements of the Securities
Exchange Act of 1934. In accordance with the Exchange Act we file reports, proxy
statements and other information with the SEC. This registration statement,
including the attached exhibits and schedules, may be inspected and copied at
the public reference facilities maintained by the SEC, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information about the public reference rooms. The SEC
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
Copies of the registration statement and the reports, proxy and information
statements and other information that we file with the SEC may be obtained from
the SEC's Internet address at http://www.sec.gov. Documents incorporated by
reference are also available from us without charge, excluding any exhibits to
those documents, unless the exhibit is specifically incorporated by reference in
those documents. You may request a copy of documents incorporated by reference
in this prospectus by contacting us in writing or by telephone at our principal
executive office:

                        Anteon International Corporation
                         3211 Jermantown Road, Suite 700
                          Fairfax, Virginia 22030-2801
                          Attention: Investor Relations
                            Telephone: (703) 246-0200

                      INFORMATION INCORPORATED BY REFERENCE

         The following documents and information previously filed with the SEC
by us are incorporated by reference in this registration statement:

         (1)      A registration statement on Form S-1 (Commission File No.
                  333-75884) under the Securities Act, in the form declared
                  effective on March 11, 2002 including the prospectus dated
                  March 11, 2002 as filed by us under Rule 424(b) on March 12,
                  2002.

         (2)      The description of our common stock set forth under the
                  caption "Description of Capital Stock" in our prospectus dated
                  March 11, 2002, as filed by us under Rule 424(b)(4) on March
                  12, 2002.

         All reports and other documents subsequently filed by us under Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus
and prior to the filing of a post-effective amendment which indicates that all
securities registered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part of this registration statement from the
date of filing of these documents.

                                       ii
<Page>

                                   THE COMPANY

         We are a leading provider of information technology solutions and
advanced systems engineering services to government clients as measured by
revenue. We design, integrate, maintain and upgrade state-of-the-art information
systems for national defense, intelligence, emergency response and other high
priority government missions. We also provide many of our government clients
with the systems analysis, integration and program management skills necessary
to manage their mission systems development and operations.

         We are a Delaware corporation, incorporated in Delaware in 1996, and
our predecessor, Anteon International Corporation, a Virginia corporation, was
incorporated in Virginia in 1976. Our principal executive offices are located at
3211 Jermantown Road, Suite 700, Fairfax, Virginia 22030, and our telephone
number is (703) 246-0200.

                                  RISK FACTORS

         AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CONSIDER CAREFULLY THE FOLLOWING INFORMATION ABOUT THESE RISKS, TOGETHER
WITH THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, BEFORE BUYING SHARES OF
OUR COMMON STOCK. ANY OF THE RISK FACTORS WE DESCRIBE BELOW COULD SEVERELY HARM
OUR BUSINESS, FINANCIAL CONDITION AND OPERATING RESULTS. THE MARKET PRICE OF OUR
COMMON STOCK COULD DECLINE IF ONE OR MORE OF THESE RISKS AND UNCERTAINTIES
DEVELOP INTO ACTUAL EVENTS. YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO
BUY OUR COMMON STOCK. SOME OF THE STATEMENTS IN "RISK FACTORS" ARE
FORWARD-LOOKING STATEMENTS. SEE "FORWARD-LOOKING STATEMENTS."

RISKS RELATED TO OUR BUSINESS

FEDERAL GOVERNMENT CONTRACTING RISKS--OUR BUSINESS COULD BE ADVERSELY AFFECTED
BY SIGNIFICANT CHANGES IN THE CONTRACTING OR FISCAL POLICIES OF THE U.S. FEDERAL
GOVERNMENT.

         We derive substantially all of our revenues from contracts with the
U.S. federal government or subcontracts under federal government prime
contracts, and we believe that the success and development of our business will
continue to depend on our successful participation in federal government
contract programs. Accordingly, changes in federal government contracting
policies could directly affect our financial performance. Among the factors that
could materially adversely affect our federal government contracting business
are:

         -        budgetary constraints affecting federal government spending
                  generally, or specific departments or agencies in particular,
                  and changes in fiscal policies or available funding;

         -        changes in federal government programs or requirements;

         -        curtailment of the federal government's use of technology
                  services firms;

         -        the adoption of new laws or regulations;

         -        technological developments;

         -        federal governmental shutdowns (such as that which occurred
                  during the government's 1996 fiscal year) and other potential
                  delays in the government appropriations process;

         -        delays in the payment of our invoices by government payment
                  offices due to problems with, or upgrades to, government
                  information systems, or for other reasons;

                                        1
<Page>

         -        competition and consolidation in the information technology
                  industry; and

         -        general economic conditions.

         These or other factors could cause federal governmental agencies, or
prime contractors where we are acting as a subcontractor to reduce their
purchases under contracts, to exercise their right to terminate contracts or not
to exercise options to renew contracts, any of which could have a material
adverse effect on our financial condition and operating results. Many of our
federal government customers are subject to stringent budgetary constraints. We
have substantial contracts in place with many federal departments and agencies,
and our continued performance under these contracts, or award of additional
contracts from these agencies, could be materially adversely affected by
spending reductions or budget cutbacks at these agencies.

EARLY TERMINATION OF CONTRACTS--OUR FEDERAL GOVERNMENT CONTRACTS MAY BE
TERMINATED BY THE GOVERNMENT AT ANY TIME PRIOR TO THEIR COMPLETION, AND IF WE DO
NOT REPLACE THEM, OUR OPERATING RESULTS MAY BE HARMED.

         We derive substantially all of our revenues from U.S. federal
government contracts and subcontracts under federal government prime contracts
that typically are awarded through competitive processes and span one or more
base years and one or more option years. The option periods typically cover more
than half of the contract's potential duration. Federal government agencies
generally have the right not to exercise these option periods. In addition, our
contracts typically also contain provisions permitting a government client to
terminate the contract on short notice, with or without cause. A decision not to
exercise option periods or to terminate contracts would reduce the profitability
of these contracts to us. Our contractual costs and revenues are subject to
adjustment as a result of federal government audits. See "-Contracts Subject to
Audit."

         Upon contract expiration, if the customer requires further services of
the type provided by the contract, there is frequently a competitive rebidding
process and there can be no assurance that we will win any particular bid, or
that we will be able to replace business lost upon expiration or completion of a
contract. The unexpected termination of one or more of our significant contracts
could result in significant revenue shortfalls. The termination or nonrenewal of
any of our significant contracts, short-term revenue shortfalls, the imposition
of fines or damages or our suspension or debarment from bidding on additional
contracts could harm operating results for those periods.

         Most federal government contract awards are subject to protest by
competitors. If specified legal requirements are satisfied, these protests
require the federal agency to suspend the contractor's performance of the newly
awarded contract pending the outcome of the protest. These protests could also
result in a requirement to resubmit bids for the contract or in the termination,
reduction or modification of the awarded contract.

CONTRACTS SUBJECT TO AUDIT--OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A
NEGATIVE AUDIT BY THE DEFENSE CONTRACT AUDIT AGENCY. WE COULD BE REQUIRED TO
REIMBURSE THE U.S. FEDERAL GOVERNMENT FOR COSTS THAT WE HAVE EXPENDED ON OUR
CONTRACTS AND OUR ABILITY TO COMPETE SUCCESSFULLY FOR FUTURE CONTRACTS COULD BE
MATERIALLY IMPAIRED.

         The Defense Contract Audit Agency, or the "DCAA," and other government
agencies routinely audit and investigate government contracts. These agencies
review a contractor's performance on its contract, cost structure and compliance
with applicable laws, regulations and standards. The DCAA also reviews the
adequacy of, and a contractor's compliance with, its internal control systems
and policies, including the contractor's purchasing, property, estimating,
compensation and management information systems. Any costs found to be
improperly allocated to a specific contract will not be reimbursed, while such
costs already reimbursed must be refunded. Therefore, a DCAA audit could
materially affect our competitive position and result in a substantial
adjustment to our revenues. If a government audit uncovers improper or illegal
activities, we may be subject to civil and criminal penalties and administrative
sanctions, including termination of contracts, forfeitures of profits,
suspension of payments, fines and suspension or debarment from doing business
with the federal government. In addition, we could suffer serious reputational
harm if allegations of impropriety were made against us. If we were suspended or
debarred from contracting with the federal government generally, or any
significant agency in the intelligence community or Department of Defense, if
our reputation or relationship with government agencies were impaired, or if the
government otherwise ceased doing business with us or significantly decreased
the amount of business it does with us, our operating results would be
materially harmed.

                                        2
<Page>

CONTRACT TYPES AND RISKS--OUR ESTIMATES OF THE TIME, RESOURCES AND EXPENSES
REQUIRED TO COMPLETE OUR CONTRACTUAL COMMITMENTS MAY NOT BE ACCURATE.

         We enter into three principal types of contracts with the federal
government: cost-plus, time and materials and fixed price. As of December 31,
2001, approximately 37% of our federal contracts are cost-plus, 34% are time and
materials and 29% are fixed price. Under cost-plus type contracts, which are
subject to a contract ceiling amount, we are reimbursed for allowable costs and
paid a fee, which may be fixed or performance based. However, if our costs
exceed the contract ceiling or are not allowable under the provisions of the
contract or applicable regulations, we may not be able to obtain reimbursement
for all such costs. Under time and materials contracts, we are paid for labor at
negotiated hourly billing rates and for certain expenses. There is financial
risk to us should our costs to perform time and materials contracts exceed the
negotiated hourly billing rates. Under fixed price contracts, we are required to
perform the contract tasks at a fixed price irrespective of the actual costs we
incur, and consequently, any costs in excess of the fixed price are absorbed by
us. Fixed price contracts, in comparison to cost-plus contracts, typically offer
higher profit opportunities because we bear the risk of cost-overruns and
receive the benefit of cost savings. For all contract types, there is risk
associated with the assumptions we use to formulate our pricing of the proposed
work. In addition, when we serve as a subcontractor under our contracts, we are
exposed to the risks of delays in payment from the prime contractor for the
services we provide.

RISKS UNDER INDEFINITE DELIVERY/INDEFINITE QUANTITY CONTRACTS, GSA SCHEDULE
CONTRACTS AND GWACs. MANY OF OUR U.S. FEDERAL GOVERNMENT CUSTOMERS SPEND THEIR
PROCUREMENT BUDGETS THROUGH INDEFINITE DELIVERY/INDEFINITE QUANTITY CONTRACTS,
GSA SCHEDULE CONTRACTS AND GWACs UNDER WHICH WE ARE REQUIRED TO COMPETE FOR
POST-AWARD ORDERS.

         Budgetary pressures and reforms in the procurement process have caused
many U.S. federal government customers to increasingly purchase goods and
services through Indefinite Delivery/Indefinite Quantity, or "ID/IQ," contracts,
General Services Administration, Federal Supply Schedule contracts, or "GSA
Schedule contracts," and other multiple award and/or Government Wide Acquisition
Contracts, or "GWAC," vehicles. These contract vehicles have resulted in
increased competition and pricing pressure requiring that we make sustained
post-award efforts to realize revenues under the relevant contract. There can be
no assurance that we will continue to increase revenues or otherwise sell
successfully under these contract vehicles. Our failure to compete effectively
in this procurement environment could harm our operating results.

GOVERNMENT REGULATIONS--WE MAY BE LIABLE FOR PENALTIES UNDER A VARIETY OF
PROCUREMENT RULES AND REGULATIONS. CHANGES IN GOVERNMENT REGULATIONS COULD HARM
OUR OPERATING RESULTS.

         Our defense and federal civil agency businesses must comply with and
are affected by various government regulations. Among the most significant
regulations are:

         -        the Federal Acquisition Regulations, and agency regulations
                  supplemental to the Federal Acquisition Regulations, which
                  comprehensively regulate the formation, administration and
                  performance of government contracts;

         -        the Truth in Negotiations Act, which requires certification
                  and disclosure of all cost and pricing data in connection with
                  contract negotiations;

         -        the Cost Accounting Standards, which impose accounting
                  requirements that govern our right to reimbursement under
                  certain cost-based government contracts; and

         -        laws, regulations and executive orders restricting the use and
                  dissemination of information classified for national security
                  purposes and the exportation of certain products and technical
                  data.

         These regulations affect how our customers and we can do business and,
in some instances, impose added costs on our businesses. In addition, we are
subject to industrial security regulations of the Department of Defense and
other federal agencies that are designed to safeguard against foreigners' access
to classified information. If we were to come under foreign ownership, control
or influence, our federal government customers could terminate or

                                        3
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decide not to renew our contracts, and it could impair our ability to obtain new
contracts. Any changes in applicable laws and regulations could also harm our
operating results. Any failure to comply with applicable laws and regulations
could result in contract termination, price or fee reductions or suspension or
debarment from contracting with the federal government.

RISKS RELATING TO REDUCTIONS OR CHANGES IN MILITARY EXPENDITURES--A DECLINE IN
THE U.S. DEFENSE BUDGET MAY ADVERSELY AFFECT OUR OPERATIONS.

         Sales under contracts with the U.S. Department of Defense, including
under subcontracts having the Department of Defense as the ultimate purchaser,
represented approximately 69% of our sales in the twelve months ended December
31, 2001. The U.S. defense budget declined from time to time in the late 1980s
and the early 1990s, resulting in a slowing of new program starts, program
delays and program cancellations. These reductions caused most defense-related
government contractors to experience declining revenues, increased pressure on
operating margins and, in some cases, net losses. While spending authorizations
for defense-related programs by the government have increased in recent years,
and in particular after the September 11, 2001 terrorist attacks, these spending
levels may not be sustainable, and future levels of expenditures and
authorizations for those programs may decrease, remain constant or shift to
programs in areas where we do not currently provide services. A general
significant decline in military expenditures could harm our operating results.

WE ARE NOT ABLE TO GUARANTEE THAT CONTRACT ORDERS INCLUDED IN OUR ESTIMATED
CONTRACT VALUE WILL RESULT IN ACTUAL REVENUES IN ANY PARTICULAR FISCAL PERIOD OR
THAT THE ACTUAL REVENUES FROM SUCH CONTRACTS WILL EQUAL OUR ESTIMATED CONTRACT
VALUE.

         There can be no assurance that any contracts included in our estimated
contract value presented in this prospectus will result in actual revenues in
any particular period or that the actual revenues from such contracts will equal
our estimated contract value. Further, there can be no assurance that any
contract included in our estimated contract value that generates revenue will be
profitable. Our estimated contract value consists of funded backlog, which is
based upon amounts actually appropriated by a customer for payment of goods and
services, and unfunded contract value, which is based upon management's estimate
of the future potential of our existing contracts (including contract options)
to generate revenues. These estimates are based on our experience under such
contracts and similar contracts, and we believe such estimates to be reasonable.
However, there can be no assurances that all of such estimated contract value
will be recognized as revenue.

         In addition, the federal government's ability to select multiple
winners under ID/IQ contracts and GWACs, as well as its right to award
subsequent task orders among such multiple winners, means that there is no
assurance that certain of our existing contracts will result in actual orders.
Further, the federal government enjoys broad rights to unilaterally modify or
terminate such contracts, including the right not to exercise options to extend
multi-year contracts through the end of their potential terms. Accordingly, most
of our existing contracts are subject to modification and termination at the
federal government's discretion. In addition, funding for orders from the
federal government is subject to approval on an annual basis by Congress
pursuant to the appropriations process.

GOVERNMENT INTENT TO REPLACE LEGACY SYSTEMS--OUR BUSINESS WILL BE HARMED IF
GOVERNMENT AGENCIES ARE UNWILLING TO REPLACE OR SUPPLEMENT EXPENSIVE LEGACY
SYSTEMS.

         Government agencies have spent substantial resources over an extended
period of time to develop computer systems and to train their personnel to use
them. These agencies may be reluctant to abandon or supplement these legacy
systems with Internet and other advanced technology systems because of the cost
of developing them or the additional cost of re-training their personnel. Such
reluctance would make it more difficult to acquire new contracts which would
harm our business prospects.

                                        4
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RELIANCE ON SUBCONTRACTORS--WE REGULARLY EMPLOY SUBCONTRACTORS TO ASSIST US IN
SATISFYING OUR CONTRACTUAL OBLIGATIONS. IF THESE SUBCONTRACTORS FAIL TO PERFORM
THEIR CONTRACTUAL OBLIGATIONS, OUR PRIME CONTRACT PERFORMANCE AND OUR ABILITY TO
OBTAIN FUTURE BUSINESS COULD BE MATERIALLY AND ADVERSELY IMPACTED.

         Our performance of government contracts may involve the issuance of
subcontracts to other companies upon which we rely to perform all or a portion
of the work we are obligated to deliver to our customers. There is a risk that
we may have disputes with subcontractors concerning a number of issues including
the quality and timeliness of work performed by the subcontractor, customer
concerns about the subcontractor, our decision not to extend existing task
orders or issue new task orders under a subcontract, or our hiring of former
personnel of a subcontractor. A failure by one or more of our subcontractors to
satisfactorily deliver on a timely basis the agreed-upon supplies and/or perform
the agreed-upon services may materially and adversely impact our ability to
perform our obligations as a prime contractor. In extreme cases, such
subcontractor performance deficiencies could result in the government
terminating our contract for default. A default termination could expose us to
liability for excess costs of reprocurement by the government and have a
material adverse effect on our ability to compete for future contracts and task
orders.

DEPENDENCE ON KEY PERSONNEL--IF WE LOSE OUR TECHNICAL PERSONNEL OR MEMBERS OF
SENIOR MANAGEMENT, OUR BUSINESS MAY BE ADVERSELY AFFECTED.

         Our continued success depends in large part on our ability to recruit
and retain the technical personnel necessary to serve our clients effectively.
Competition for skilled personnel in the information technology and systems
engineering services industry is intense and technology service companies often
experience high attrition among their skilled employees. Excessive attrition
among our technical personnel could increase our costs of performing our
contractual obligations, reduce our ability to efficiently satisfy our clients'
needs and constrain our future growth. In addition, we must often comply with
provisions in federal government contracts that require employment of persons
with specified levels of education, work experience and security clearances. The
loss of any significant number of our existing key technical personnel or the
inability to attract and retain key technical employees in the future could have
a material adverse effect on our ability to win new business and could harm our
operating results. There is also a risk that our efforts to hire personnel of
our competitors or subcontractors or other persons could lead to claims being
asserted against us that our recruitment efforts violate contractual
arrangements or are otherwise wrongful.

         In addition, we believe that the success of our business strategy and
our ability to operate profitably depends on the continued employment of our
senior management team, led by Joseph M. Kampf. None of our senior management
team has an employment contract with us. If Mr. Kampf or other members of our
senior management team become unable or unwilling to continue in their present
positions, our business and financial results could be materially adversely
affected.

SECURITY CLEARANCE--IF WE CANNOT OBTAIN THE NECESSARY SECURITY CLEARANCES, WE
MAY NOT BE ABLE TO PERFORM CLASSIFIED WORK FOR THE GOVERNMENT AND OUR REVENUES
MAY SUFFER.

         Certain government contracts require us, and some of our employees, to
maintain security clearances. If we lose or are unable to obtain security
clearances, the client can terminate the contract or decide not to renew it upon
its expiration. As a result, to the extent we cannot obtain the required
security clearances for our employees working on a particular contract, we may
not derive the revenue anticipated from the contract, which, if not replaced
with revenue from other contracts, could seriously harm our operating results.

SECURITY ISSUES--SECURITY BREACHES IN SENSITIVE GOVERNMENT SYSTEMS COULD RESULT
IN THE LOSS OF CLIENTS AND NEGATIVE PUBLICITY.

         Many of the systems we develop involve managing and protecting
information involved in national security and other sensitive government
functions. A security breach in one of these systems could cause serious harm to
our business, could result in negative publicity and could prevent us from
having further access to such critically sensitive systems or other similarly
sensitive areas for other governmental clients.

                                        5
<Page>

CLIENT EXPECTATION---WE COULD LOSE REVENUES AND CLIENTS AND EXPOSE OUR COMPANY
TO LIABILITY IF WE FAIL TO MEET CLIENT EXPECTATIONS.

         We create, implement and maintain technology solutions that are often
critical to our clients' operations. If our technology solutions or other
applications have significant defects or errors or fail to meet our clients'
expectations, we may:

         -        lose future contract opportunities due to receipt of poor past
                  performance evaluations from our customers;

         -        have contracts terminated for default and be liable to our
                  customers for reprocurement costs and other damages;

         -        receive negative publicity, which could damage our reputation
                  and adversely affect our ability to attract or retain clients;
                  and

         -        suffer claims for substantial damages against us, regardless
                  of our responsibility for the failure.

         While many of our contracts limit our liability for damages that may
arise from negligent acts, errors, mistakes or omissions in rendering services
to our clients, we cannot be sure that these contractual provisions will protect
us from liability for damages if we are sued. Furthermore, our general liability
insurance coverage may not continue to be available on reasonable terms or in
sufficient amounts to cover one or more large claims, or the insurer may
disclaim coverage as to any future claim. The successful assertion of any large
claim against us could seriously harm our business. Even if not successful, such
claims could result in significant legal and other costs and may be a
distraction to management.

ACQUISITION STRATEGY--WE INTEND TO PURSUE FUTURE ACQUISITIONS WHICH MAY
ADVERSELY AFFECT OUR BUSINESS IF WE CANNOT EFFECTIVELY INTEGRATE THESE NEW
OPERATIONS.

         We have completed and substantially integrated five strategic
acquisitions since 1997. The federal government information technology solutions
and systems engineering services industry remains fragmented, and we believe
that acquisition and consolidation opportunities will continue to present
themselves periodically. We intend to continue to selectively review acquisition
candidates with a focus on companies with complementary skills or market focus.
Our continued success will depend upon our ability to integrate any businesses
we may acquire in the future. The integration of such businesses into our
operations may result in unforeseen operating difficulties, may absorb
significant management attention and may require significant financial resources
that would otherwise be available for the ongoing development or expansion of
our business. Such difficulties of integration may involve the necessity of
coordinating geographically dispersed organizations, integrating personnel with
disparate business backgrounds and reconciling different corporate cultures. In
addition, in certain acquisitions, federal acquisition regulations may require
us to enter into government novation agreements, a potentially time-consuming
process. Government agencies may delay in recognizing us as the successor
contractor in these situations, thereby possibly preventing our realization of
some of the anticipated benefits of such acquisitions. There can be no assurance
that acquired entities will operate profitably, that we will realize anticipated
synergies or that these acquisitions will cause our operating performance to
improve.

         Although management regularly engages in discussions with and submits
acquisition proposals to acquisition targets, there can be no assurance that
suitable acquisition targets will be available in the future on reasonable
terms. In addition, to the extent that we complete any additional acquisitions,
no assurance can be given that acquisition financing will be available on
reasonable terms or at all, that any new businesses will generate revenues or
net income comparable to our existing businesses or that such businesses will be
integrated successfully or operated profitably.

                                        6
<Page>

POTENTIAL UNDISCLOSED LIABILITIES ASSOCIATED WITH ACQUISITIONS--WE MAY BE
SUBJECT TO CERTAIN LIABILITIES ASSUMED IN CONNECTION WITH OUR ACQUISITIONS THAT
COULD HARM OUR OPERATING RESULTS.

         We conduct due diligence in connection with each of our acquisitions.
In connection with any acquisition made by us, there may be liabilities that we
fail to discover or that we inadequately assess in our due diligence efforts. In
particular, to the extent that prior owners of any acquired businesses or
properties failed to comply with or otherwise violated applicable laws or
regulations, or failed to fulfill their contractual obligations to the federal
government or other customers, we, as the successor owner, may be financially
responsible for these violations and failures and may suffer reputational harm
or otherwise be adversely affected. The discovery of any material liabilities
associated with our acquisitions could harm our operating results.

OUR EMPLOYEES MAY ENGAGE IN IMPROPER ACTIVITIES WITH ADVERSE CONSEQUENCES TO OUR
BUSINESS.

         As with other government contractors, we are faced with the possibility
that our employees may engage in misconduct, fraud or other improper activities
that may have adverse consequences to our prospects and results of operations.
Misconduct by employees could include failures to comply with federal government
procurement regulations, violation of federal requirements concerning the
protection of classified information, improper labor and cost charging to
contracts and misappropriation of government or third party property and
information. The occurrence of any such employee activities could result in our
suspension or debarment from contracting with the federal government, as well as
the imposition of fines and penalties, which would cause material harm to our
business.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS--OUR INTERNATIONAL BUSINESS
EXPOSES US TO ADDITIONAL RISKS INCLUDING EXCHANGE RATE FLUCTUATIONS, FOREIGN TAX
AND LEGAL REGULATIONS AND POLITICAL OR ECONOMIC INSTABILITY THAT COULD HARM OUR
OPERATING RESULTS.

         In connection with our international operations, which generated 1.2%
of our revenues for the twelve months ended December 31, 2001, we are subject to
risks associated with operating in and selling to foreign countries, including:

         -        devaluations and fluctuations in currency exchange rates;

         -        changes in or interpretations of foreign regulations that may
                  adversely affect our ability to sell all of our products or
                  repatriate profits to the United States;

         -        imposition of limitations on conversions of foreign currencies
                  into dollars;

         -        imposition of limitations on or increase of withholding and
                  other taxes on remittances and other payments by foreign
                  subsidiaries or joint ventures;

         -        hyperinflation or political instability in foreign countries;

         -        imposition or increase of investment and other restrictions or
                  requirements by foreign governments; and

         -        U.S. arms export control regulations and policies which govern
                  our ability to supply foreign affiliates and customers.

         Although our international operations are not currently substantial, to
the extent we expand our international operations, these and other risks
associated with international operations are likely to increase. Although such
risks have not harmed our operating results in the past, no assurance can be
given that such risks will not harm our operating results in the future.

                                        7
<Page>

RISKS RELATED TO OUR CAPITAL STRUCTURE

SUBSTANTIAL LEVERAGE--OUR SUBSTANTIAL DEBT COULD ADVERSELY AFFECT OUR FINANCIAL
HEALTH.

         We have a significant amount of debt outstanding. As of December 31,
2001, after giving effect to our initial public offering, our debt would have
been $113.5 million. You should be aware that this level of debt could have
important consequences to you as a holder of shares. Below we have identified
for you some of the material potential consequences resulting from this
significant amount of debt.

         -        We may be unable to obtain additional financing for working
                  capital, capital expenditures, acquisitions and general
                  corporate purposes.

         -        A significant portion of our cash flow from operations must be
                  dedicated to the repayment of indebtedness, thereby reducing
                  the amount of cash we have available for other purposes.

         -        Our ability to adjust to changing market conditions may be
                  hampered. We may be more vulnerable in a volatile market.

ADDITIONAL BORROWINGS AVAILABLE--DESPITE CURRENT DEBT LEVELS, WE AND OUR
SUBSIDIARIES MAY STILL BE ABLE TO INCUR SUBSTANTIALLY MORE DEBT. THIS COULD
FURTHER EXACERBATE THE RISKS DESCRIBED ABOVE.

         We and our subsidiaries may be able to incur additional indebtedness in
the future. The terms of the indenture governing our 12% senior subordinated
notes due 2009, or "12% Notes," and of our credit facility limit but do not
prohibit us or our subsidiaries from doing so. As of December 31, 2001, after
giving effect to our initial public offering, our credit facility would have
permitted additional borrowings of up to $96.1 million. If new debt is added by
us or our subsidiaries, the related risks that we and they now face could
intensify.

ABILITY TO SERVICE DEBT--TO SERVICE OUR DEBT, WE WILL REQUIRE A SIGNIFICANT
AMOUNT OF CASH. OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR
CONTROL.

         You should be aware that our ability to repay or refinance our debt
depends on our successful financial and operating performance. We cannot assure
you that our business strategy will succeed or that we will achieve our
anticipated financial results. Our financial and operational performance depends
upon a number of factors, many of which are beyond our control. These factors
include:

         -        the current economic and competitive conditions in the
                  information technology industry;

         -        budgetary constraints affecting federal government spending,
                  and changes in fiscal policies or available funding;

         -        federal government shutdowns and other potential delays in the
                  government appropriations process;

         -        delays in the payment of our invoices by government payment
                  offices due to problems with, or upgrades to, government
                  information systems, or for other reasons;

         -        any operating difficulties, operating costs or pricing
                  pressures we may experience;

         -        the passage of legislation or other regulatory developments
                  that affect us adversely; and

         -        any delays in implementing any strategic projects we may have.

                                        8
<Page>

         We cannot assure you that we will generate sufficient cash flow from
operations or that we will be able to obtain sufficient funding to satisfy all
of our debt obligations. If we are unable to pay our debts, we will be required
to pursue one or more alternative strategies, such as selling assets,
refinancing or restructuring our indebtedness or selling additional equity
capital. However, we cannot assure you that any alternative strategies will be
feasible at the time or prove adequate. Also, certain alternative strategies
would require the consent of our senior secured lenders before we engage in any
such strategy.

RESTRICTIVE DEBT COVENANTS--THE TERMS OF OUR CREDIT FACILITY AND THE INDENTURE
GOVERNING OUR 12% NOTES IMPOSE SIGNIFICANT RESTRICTIONS ON OUR ABILITY AND THAT
OF OUR SUBSIDIARIES TO TAKE CERTAIN ACTIONS, WHICH MAY HAVE AN IMPACT ON OUR
BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION.

         The indenture and our credit facility impose significant operating and
financial restrictions on us and our subsidiaries and require us to meet certain
financial tests. These restrictions may significantly limit or prohibit us from
engaging in certain transactions, including the following:

         -        incurring or guaranteeing additional debt;

         -        paying dividends or other distributions to our stockholders or
                  redeeming, repurchasing or retiring our capital stock or
                  subordinated obligations;

         -        making investments;

         -        creating liens on our assets;

         -        issuing or selling capital stock of our subsidiaries;

         -        transforming or selling assets currently held by us;

         -        engaging in transactions with affiliates; and

         -        engaging in mergers or consolidations.

         The failure to comply with any of these covenants would cause a default
under the indenture and our credit agreement. A default, if not waived, could
result in acceleration of our debt, in which case the debt would become
immediately due and payable. If this occurs, we may not be able to repay our
debt or borrow sufficient funds to refinance it. Even if new financing is
available, it may not be on terms that are acceptable to us. Complying with
these covenants may cause us to take actions that are not favorable to
stockholders such as yourself.

CONCENTRATION OF OWNERSHIP--WE WILL BE CONTROLLED BY ENTITIES UNDER THE CONTROL
OF MR. ISEMAN, WHOSE INTERESTS MAY NOT BE ALIGNED WITH YOURS.

         Caxton-Iseman Capital, Inc. is a leveraged buy-out firm based in New
York. Affiliates of and companies managed by Caxton-Iseman Capital, Inc.,
including Azimuth Technologies, L.P., Azimuth Tech. II LLC and Frederick J.
Iseman, which we refer to collectively as the "Caxton-Iseman stockholders,"
beneficially own approximately 40% of the outstanding shares of our common
stock. Because the Caxton-Iseman stockholders are controlled by Frederick J.
Iseman and because of voting arrangements with other stockholders of ours, Mr.
Iseman can control the election of our directors and the outcome of all matters
submitted to a vote of our stockholders, as well as our management, operations
and policies, and may be deemed to beneficially own the capital stock held by
the Caxton-Iseman stockholders. In addition, our amended and restated
certificate of incorporation provides that the Caxton-Iseman stockholders have
the right to nominate a number of persons for election as director in proportion
to their beneficial ownership of our common stock so long as they beneficially
own at least 10% of our common stock. Currently, there are four Caxton-Iseman
directors. On February 8, 2002, we increased the size of our board to twelve,
and elected three new directors, thereby leaving two vacancies to be filled
after the consummation of our

                                        9
<Page>

initial public offering. Pursuant to the provisions of our amended and restated
certificate of incorporation, the Caxton-Iseman stockholders may fill these two
vacancies.

         Mr. Iseman's interests may not be fully aligned with yours and this
could lead to a strategy that is not in your best interests. The Caxton-Iseman
stockholders can sell all or a portion of their stock without providing other
stockholders the opportunity to sell their stock. In addition, the terms of our
rights plan exclude transactions with the Caxton-Iseman stockholders and any of
their transferees. The concentration of ownership also may delay, defer or even
prevent a change in control of our company, and make some transactions more
difficult or impossible without the support of the Caxton-Iseman stockholders.
These transactions might include proxy contests, tender offers, mergers or other
purchases of common stock that could give you the opportunity to realize a
premium over the then-prevailing market price for shares of our common stock.

RISKS RELATED TO THE OWNERSHIP OF OUR COMMON STOCK

FLUCTUATIONS IN OUR OPERATING RESULTS--OUR QUARTERLY REVENUES AND OPERATING
RESULTS COULD BE VOLATILE AND MAY CAUSE OUR STOCK PRICE TO FLUCTUATE.

         Our quarterly revenues and operating results may fluctuate
significantly in the future. In particular, if the federal government does not
adopt, or delays adoption of, a budget for each fiscal year beginning on October
1, or fails to pass a continuing resolution, federal agencies may be forced to
suspend our contracts and delay the award of new and follow-on contracts and
orders due to a lack of funding. Consequently, we may realize lower revenues in
quarters ending after September 30. Further, the rate at which the federal
government procures technology may be negatively affected following changes in
presidential administrations and senior government officials. As a result, our
operating results could be volatile and difficult to predict and
period-to-period comparisons of our operating results may not be a good
indication of our future performance. Our quarterly operating results may not
meet the expectations of securities analysts or investors, which in turn may
have an adverse effect on the market price of our common stock.

OUR STOCK PRICE MAY BE VOLATILE AND YOU MAY BE UNABLE TO RESELL YOUR SHARES AT
OR ABOVE YOUR PURCHASE PRICE.

         Prior to our initial public offering, there was no public market for
our common stock. We cannot predict whether a liquid trading market will
develop. The market price of our common stock could be subject to wide
fluctuations as a result of many factors, including those listed in this "Risk
Factors" section of this prospectus.

         In recent years, the stock market has experienced significant price and
volume fluctuations that are often unrelated to the operating performance of
specific companies. Our market price may fluctuate based on a number of factors,
including:

         -        our operating performance and the performance of other similar
                  companies;

         -        federal government spending levels, both generally and by our
                  particular customers;

         -        delays in the payment of our invoices by government payment
                  offices, resulting in potentially reduced earnings during a
                  particular fiscal quarter;

         -        news announcements relating to us, our industry or our
                  competitors;

         -        changes in earnings estimates or recommendations by research
                  analysts;

         -        changes in general economic conditions;

         -        the number of shares to be publicly traded after the IPO;

                                       10
<Page>

         -        actions of our current stockholders;

         -        the passage of legislation or other regulatory developments
                  that affect us adversely; and

         -        other developments affecting us, our industry or our
                  competitors.

SALE OF SHARES BY EXISTING STOCKHOLDERS--A LARGE NUMBER OF OUR SHARES ARE OR
WILL BE ELIGIBLE FOR FUTURE SALE WHICH COULD DEPRESS OUR STOCK PRICE.

         Sales of a substantial number of shares of our common stock, or the
perception that a large number of shares will be sold, could depress the market
price of our common stock. Following the expiration of the initial public
offering "lock-up" period on September 9, 2002, holders of approximately
15,959,261 shares of common stock will be entitled to dispose of their shares,
although the shares of common stock held by our affiliates will continue to be
subject to the volume and other restrictions of Rule 144 under the Securities
Act. In addition, Goldman, Sachs & Co., the lead underwriter of our initial
public offering, may, in its sole discretion and at any time without notice,
release all or any portion of the shares subject to the lock-up.

         As of the date of this offering, the holders of approximately
16,777,325 shares of our common stock (including shares issuable upon the
exercise of outstanding options) have rights, subject to some conditions, to
require us to file registration statements covering their shares or to include
their shares in registration statements that we may file for ourselves or other
stockholders. By exercising their registration rights and selling a large number
of shares, these holders could cause the price of our common stock to decline.

OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS AND OUR
STOCKHOLDERS' RIGHTS PLAN CONTAIN PROVISIONS THAT MAY DISCOURAGE A TAKEOVER
ATTEMPT.

         Provisions contained in our amended and restated certificate of
incorporation and bylaws could make it more difficult for a third party to
acquire us, even if doing so might be beneficial to our stockholders. Provisions
of our amended and restated certificate of incorporation and bylaws impose
various procedural and other requirements, which could make it more difficult
for stockholders to effect some corporate actions. For example, our amended and
restated certificate of incorporation authorizes our board to determine the
rights, preferences, privileges and restrictions of unissued series of preferred
stock, without any vote or action by our stockholders. Thus, our board can
authorize and issue shares of preferred stock with voting or conversion rights
that could adversely affect the voting or other rights of holders of our common
stock. These rights may have the effect of delaying or deterring a change of
control of our company, and could limit the price that investors might be
willing to pay in the future for shares of our common stock. In addition, a
change of control of our company may be delayed or deferred as a result of our
having three classes of directors or the stockholders' rights plan adopted by
our board. Our stockholders' rights plan is designed to enable all stockholders
to receive fair and equal treatment in any proposed takeover and to guard
against partial or two-tiered tender offers, open market accumulations and other
abusive tactics to gain control of Anteon. The provisions of the plan might make
an unsolicited takeover more difficult or less likely to occur or might prevent
such a takeover, even though such a takeover might offer our stockholders the
opportunity to sell their stock at a price above the prevailing market price and
might be favored by a majority of our stockholders.

                                       11
<Page>

                           FORWARD-LOOKING STATEMENTS

         Some of the statements under "Risk Factors" and elsewhere in this
prospectus constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking
statements relate to future events or our future financial performance. All
projections contained in this prospectus are forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any results, levels of activity,
performance or achievements expressed or implied by these forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology like "may," "will," "should," "expects," "plans," "projects,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of these terms or other comparable terminology. Such
forward-looking statements include, but are not limited to:

         -        funded backlog;

         -        estimated contract value;

         -        our expectations regarding the federal government's
                  procurement budgets and reliance on outsourcing of services;
                  and

         -        our financial condition and liquidity, as well as future cash
                  flows and earnings.

         Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus to conform these statements to actual results
and do not intend to do so. These statements are only predictions. Actual events
or results may differ materially. In evaluating these statements, you should
specifically consider various factors, including the following:

         -        the integration of acquisitions without disruption to our
                  other business activities;

         -        changes in general economic and business conditions;

         -        changes in federal government procurement laws, regulations,
                  policies and budgets;

         -        the number and type of contracts and task orders awarded to
                  us;

         -        technological changes;

         -        the ability to attract and retain qualified personnel;

         -        competition;

         -        our ability to retain our contracts during any rebidding
                  process; and

         -        the other factors outlined under "Risk Factors."

                                       12
<Page>

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the common stock by
the selling stockholders.

                              SELLING STOCKHOLDERS

         This prospectus relates to offers and sales by the selling stockholders
of shares of common stock acquired or to be acquired under the Amended and
Restated Omnibus Stock Plan. The following table sets forth the names of the
selling stockholders, the number of shares of our common stock owned by each of
them as of March 8, 2002 and the number of shares of our common stock covered by
this prospectus. Because the selling stockholders may sell all or some part of
the common stock that they hold under this prospectus and this offering is not
being underwritten on a firm commitment basis, we can give no estimate as to the
amount of common stock that will be held by the selling stockholders upon
termination of this offering. None of the selling stockholders owns more than 1%
of our outstanding common stock. Each selling stockholder is a current or former
director, officer or employee of ours. Our common stock offered by this
prospectus may be offered from time to time, in whole or in part, by the persons
named below or by their transferees, as to whom applicable information will, to
the extent required, be set forth in a prospectus supplement.

<Table>
<Caption>
                                                 Shares Owned and Which May Be
       Selling Stockholder                         Sold Under This Prospectus
       -------------------                         --------------------------
       <S>                                                    <C>
       Robert S. Anderl                                        1,200
       John S. Barry                                          10,400
       Percy Baynes                                            4,000
       Victor N. Berlin                                        1,600
       Niels P. Biamon                                           800
       Daniel C. Boshell                                         800
       Robert L. Buchanan, Jr.                                 5,600
       Victor R. Bukowski                                      6,400
       Robert D. Burk                                         16,800
       Ruth M. Campbell                                        5,600
       John D. Cerimele                                        3,200
       Kathleen M. Dailey                                     14,720
       Mark A. Darder                                            800
       Gilbert Decker                                         40,320
       Ronald E. Demeter                                       3,200
       Richard E. Edelman                                        400
       Nick Evans                                              1,600
       Jeffrey L. Flading                                      6,400
       James L. Flint                                            800
       Terry L. Glover                                           200
       William L. Gold                                           800
       Robert M. Gorman                                       16,000
       Stanley E. Graves                                       8,000
       Walter B. Greenspon                                     1,600
       Robert K. Guest                                         1,600
       William Gunst                                           3,200
       Douglas D. Henry                                          800
       Joseph W. Hollick                                       1,600
       Eleanor S. Holmes                                       3,200
       Gary Hopkins                                            4,800
       Thomas H. Howell                                        3,360
       James W. Huffman                                        1,600
       David L. Isenberg                                       3,360
       Betty A. Jacob                                         12,000
       William D. James                                        4,480
</Table>

                                       13
<Page>

<Table>
<Caption>
                                                 Shares Owned and Which May Be
       Selling Stockholder                         Sold Under This Prospectus
       -------------------                         --------------------------
       <S>                                                   <C>
       Paul N. Johnson                                         3,840
       Paul G. Kaminski                                       40,320
       Martin W. Kee                                             400
       Brian A. Kosmal                                         2,240
       Michael L. Lander                                       2,240
       Charles E. Lockhart                                     2,000
       Catherine L. Mahoney                                    4,800
       Robert R. Mahoney                                       5,600
       Mary J. Mathews                                           400
       Joseph Maurelli                                        72,000
       Keith J. Maxwell                                        2,240
       James L. May                                            7,200
       James W. McCaskey                                       3,000
       Rodney H. Medford                                         200
       Daniel P. Morrisey                                      4,160
       Michael Mulligan                                        1,600
       Patrick H. Neary                                        1,440
       Dean Olney                                              7,200
       Lawrence F. Page                                       16,000
       Michael J. Park                                         4,800
       Quynh N. Pham                                             800
       Francis S. Quagliata                                   13,600
       Bayard Russell                                            800
       Curtis L. Schehr                                        6,400
       Michele A. Secco                                        4,800
       James G. Shira                                          3,200
       Pemberton Smith                                         8,000
       Jill Townsend                                           3,200
       Gerald H. Tussing                                       5,600
       Max E. Voigtritter                                      1,200
       John Walters                                            4,000
       Samuel C. Ward                                          2,560
       David A. Weiser                                         5,760
       John R. Williamson                                      4,800
       James E. Windham, Jr.                                     400
       John F. Youngworth                                      1,600
       Total:                                                439,640
</Table>

                                       14
<Page>

                              PLAN OF DISTRIBUTION

         We are registering the common stock covered by this prospectus for the
selling stockholders listed in the table set forth in "Selling Stockholders." As
used in this prospectus, "selling stockholder" includes the permitted donees,
transferees, successors-in-interest or others who may later hold such selling
stockholders' interests in the shares of our securities covered hereby and are
entitled to resell shares using this prospectus.

         The selling stockholders may sell the common stock being offered by
this prospectus in one or more of the following ways at various times, which may
include block transactions or crosses:

         -        to underwriters for resale to the public or to institutional
                  investors;

         -        directly to the public or institutional investors; or

         -        through brokers, dealers or agents to the public or to
                  institutional investors.

         The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The selling
stockholders may sell the common stock on the NYSE or any other exchange or
automated quotation system on which our common stock may be listed in the
future, in negotiated transactions or otherwise. Those sales may be made at
fixed prices, at market prices prevailing at the time of sale, at prices related
to the prevailing market prices or at negotiated prices. If underwriters are
used in the sale, the common stock will be acquired by the underwriters for
their own account and may be resold at various times in one or more
transactions, including negotiated transactions, at a fixed public offering
price or prices, which may be changed, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, or at negotiated
prices. A distribution of the common stock by some of the selling stockholders
may also be effected through the issuance by the selling stockholders or others
of derivative securities, including warrants, exchangeable securities, forward
delivery contracts and the writing of put or call options, or a combination of
any of those derivative securities.

         In addition, the selling stockholders may sell some or all of the
shares of common stock covered by this prospectus through:

         -        block trades in which a broker-dealer will attempt to sell as
                  agent, but may position or resell a portion of the block, as
                  principal, in order to facilitate the transaction;

         -        purchases by a broker-dealer, as principal, and resale by the
                  broker-dealer for its account;

         -        ordinary brokerage transactions and transactions in which a
                  broker solicits purchasers; or privately negotiated
                  transactions.

         When selling the common stock, the selling stockholders may enter into
hedging transactions with broker-dealers or other financial institutions. For
example, the selling stockholders may:

         -        enter into transactions involving short sales of the common
                  stock by broker-dealers or other financial institutions;

         -        sell common stock short itself and redeliver such shares to
                  close out its short positions;

         -        enter into options or other types of transactions that require
                  the selling stockholders to deliver common stock to a
                  broker-dealer or other financial institution, who will then
                  resell or transfer the common stock under this prospectus; or

         -        loan or pledge the common stock to a broker-dealer or other
                  financial institution, who may sell the loaned shares or, in
                  the event of default, sell the pledged shares.

         Broker-dealers engaged in connection with the sale of shares of common
stock covered by this prospectus may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders or
purchasers of the shares for whom those broker-dealers may act as agents or to
whom they sell as principal, or both. The compensation of a particular
broker-dealer may be in excess of customary commissions. Broker-dealers

                                       15
<Page>

engaged by the selling stockholders may allow other broker-dealers to
participate in resales. The selling stockholders and any broker-dealers or
agents involved in the sale or resale of the common stock may qualify as
"underwriters" within the meaning of the Section 2(a)(11) of the Securities Act.
In addition, the commissions, discounts or concessions paid to any such
broker-dealers or agents may qualify as underwriters' compensation under the
Securities Act.

         In addition to selling shares of common stock under this prospectus,
the selling stockholders may:

         -        transfer shares of common stock in other ways not involving
                  market makers or established trading markets, including
                  directly by gift, distribution, or other transfer;

         -        sell shares of common stock under Rule 144 under the
                  Securities Act rather than under this prospectus, if the
                  transaction meets the requirements of Rule 144; or

         -        sell shares of common stock by any other legally available
                  means.

         We are not aware of any agreements, arrangements or understandings
between any of the selling stockholders and brokers, dealers, agents or
underwriters regarding the sale of shares of common stock by the selling
stockholders.

         Upon our being notified by a selling stockholder that any material
arrangement has been entered into with an underwriter, broker-dealer or agent
for the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution, we will file a supplement to this
prospectus, if one is required, under Rule 424(b) under the Securities Act. That
supplement, if required, will disclose, to the extent applicable:

         -        the name of each such selling stockholder and of the
                  participating underwriter, broker-dealer or agent,

         -        the number of shares involved,

         -        the price at which those shares were sold,

         -        the commissions paid or discounts or concessions allowed and

         -        other facts material to the transaction.

         In addition, if required by the Securities Act, we will file a
supplement to this prospectus upon being notified by a selling stockholder that
any successor in interest that is entitled to sell shares using this prospectus
intends to sell more than 500 shares of common stock.

                                  LEGAL MATTERS

         Paul, Weiss, Rifkind, Wharton & Garrison will pass upon the validity of
the common stock offered by this prospectus for us. Paul, Weiss, Rikfind,
Wharton & Garrison has represented certain of the Caxton-Iseman stockholders
from time to time.

                                     EXPERTS

         The consolidated financial statements and schedule of Anteon
International Corporation and subsidiaries as of December 31, 2000 and 2001, and
for each of the years in the three-year period ended December 31, 2001, and the
consolidated financial statements of Analysis & Technology, Inc. and
subsidiaries as of and for the year ended March 31, 1999, have been incorporated
by reference herein and in the registration statement in reliance upon the
reports of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

         The consolidated financial statements of Sherikon, Inc. as of December
31, 1998 and 1999, and for each of the years in the two-year period ended
December 31, 1999 have been incorporated by reference herein and in the
registration statement in reliance upon the report of Keller Bruner & Company
LLP, independent certified public

                                       16
<Page>

accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

         The financial statements of the Training Division of SIGCOM, Inc. as of
December 31, 1999 and 2000, and for each of the years in the two-year period
ended December 31, 2000 have been incorporated by reference herein and in the
registration statement in reliance upon the report of Bason and Company PA,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

                                       17
<Page>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents and information previously filed with the
Securities and Exchange Commission by us are hereby incorporated by reference in
this registration statement:

         (1)      The prospectus dated March 11, 2002, as filed by us under Rule
                  424(b) on March 12, 2002.

         (2)      The description of our common stock set forth under the
                  caption "Description of Capital Stock" in our prospectus dated
                  March 11, 2002, as filed by us under Rule 424(b) on March 12,
                  2002.

         All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment which indicates
that all securities registered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware provides as
follows:

         A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent or another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interest of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.

         A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification will be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in

                                      II-1
<Page>

which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

         Our amended and restated certificate of incorporation provides that we
will indemnify any person, including persons who are not our directors and
officers, to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law.

         In addition, pursuant to our By-laws, we will indemnify our directors
and officers against expenses (including judgments or amounts paid in
settlement) incurred in any action, civil or criminal, to which any such person
is a party by reason of any alleged act or failure to act in his capacity as
such, except as to a matter as to which such director or officer shall have been
finally adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation or not to have acted in good faith in the reasonable
belief that his action was in the best interest of the corporation.

         We maintain directors and officers liability insurance for the benefit
of our directors and certain of our officers.

         Reference is made to Item 9 for our undertakings with respect to
indemnification for liabilities arising under the Securities Act of 1933.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

         The issuance of the common stock to be resold pursuant to this
registration statement was deemed to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act as transactions
by an issuer not involving any public offering.

ITEM 8.    EXHIBITS

4.1          Specimen Stock Certificate (incorporated by reference to Exhibit
             4.7 to the Registration Statement on Form S-1 (Commission File No.
             333-75884) of the Company)
4.2          Form of Amended and Restated Certificate of Incorporation
             (incorporated by reference to Exhibit 3.1 to the Registration
             Statement on Form S-1 (Commission File No. 333-75884) of the
             Company)
4.3          Form of Certificate of Designations of Series A Preferred Stock of
             the Company (incorporated by reference to Exhibit 3.2 to the
             Registration Statement on Form S-1 (Commission File No. 333-75884)
             of the Company)
4.4          Form of By-laws (incorporated by reference to Exhibit 3.3 to the
             Registration Statement on Form S-1 (Commission File No. 333-75884)
             of the Company)
4.5          Form of Rights Agreement (incorporated by reference to Exhibit 4.9
             to the Registration Statement on Form S-1 (Commission File No.
             333-75884) of the Company)
5.1          Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1         Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included as
             part of Exhibit 5.1)
23.2         Consent of KPMG LLP with respect to the Company
23.3         Consent of KPMG LLP with respect to Analysis & Technology, Inc.
23.4         Consent of Keller Bruner & Company LLP with respect to Sherikon,
             Inc.
23.5         Consent of Bason and Company PA with respect to Training Division
             of SIGCOM, Inc.
24.1         Power of Attorney (included on signature page of this Registration
             Statement)

ITEM 9.    UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                                      II-2
<Page>

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement.

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement.
         Provided, however, that paragraphs (a)(i) and (a)(ii) of this section
         do not apply if the registration statement is on Form S-3, Form S-8, or
         Form F-3, and the information required to be included in a post-
         effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the registration
         statement.

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
<Page>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfax, Commonwealth of Virginia, on March 26, 2002.

                               ANTEON INTERNATIONAL CORPORATION

                                By: /s/ Joseph M. Kampf
                                   --------------------------------
                                    Name: Joseph M. Kampf
                                    Title: President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph M. Kampf, Carlton B. Crenshaw and
Curtis L. Schehr, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to intents and purposes as he might do or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on March 26, 2002 by the following persons in
the capacities indicated.

               SIGNATURE                             TITLES
             -------------                         ----------

         /s/ Frederick J. Iseman        Chairman of the Board and Director
------------------------------------
         Frederick J. Iseman

         /s/ Joseph M. Kampf            President, Chief Executive Officer and
------------------------------------    Director
         Joseph M. Kampf

         /s/ Carlton B. Crenshaw        Chief Financial Officer and Chief
------------------------------------    Accounting Officer
         Carlton B. Crenshaw

         /s/ Thomas M. Cogburn          Director
------------------------------------
         Thomas M. Cogburn

         /s/ Gilbert F. Decker          Director
------------------------------------
         Gilbert F. Decker

                                      II-4
<Page>

               SIGNATURE                             TITLES

         /s/ Robert A. Ferris
------------------------------------                Director
         Robert A. Ferris

         /s/ Dr. Paul Kaminski                      Director
------------------------------------
         Dr. Paul Kaminski

         /s/ Steven M. Lefkowitz                    Director
------------------------------------
         Steven M. Lefkowitz

------------------------------------                Director
         William J. Perry

------------------------------------                Director
         Henry Hugh Shelton

         /s/ Thomas J. Tisch                        Director
------------------------------------
         Thomas J. Tisch

                                      II-5
<Page>

                                INDEX TO EXHIBITS

4.1      Specimen Stock Certificate (incorporated by reference to Exhibit 4.7 to
         the Registration Statement on Form S-1 (Commission File No. 333-75884)
         of the Company)
4.2      Form of Amended and Restated Certificate of Incorporation (incorporated
         by reference to Exhibit 3.1 to the Registration Statement on Form S-1
         (Commission File No. 333-75884) of the Company)
4.3      Form of Certificate of Designations of Series A Preferred Stock of the
         Company (incorporated by reference to Exhibit 3.2 to the Registration
         Statement on Form S-1 (Commission File No. 333-75884) of the Company)
4.4      Form of By-laws (incorporated by reference to Exhibit 3.3 to the
         Registration Statement on Form S-1 (Commission File No. 333-75884) of
         the Company)
4.5      Form of Rights Agreement (incorporated by reference to Exhibit 4.9 to
         the Registration Statement on Form S-1 (Commission File No. 333-75884)
         of the Company)
5.1      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1     Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included as part
         of Exhibit 5.1)
23.2     Consent of KPMG LLP with respect to the Company
23.3     Consent of KPMG LLP with respect to Analysis & Technology, Inc.
23.4     Consent of Keller Bruner & Company LLP with respect to Sherikon, Inc.
23.5     Consent of Bason and Company PA with respect to Training Division of
         SIGCOM, Inc.
24.1     Power of Attorney (included on signature page of this Registration
         Statement)

                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "a2074636zs-8.txt", "description": "S-8", "secsgml_size_bytes": 97439}]
{"company-data": {"conformed-name": "ANTEON INTERNATIONAL CORP", "cik": "0001163842", "assigned-sic": "7373", "irs-number": "133880755", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84930", "film-number": "02586948"}, "business-address": {"street1": "3211 JERMANTOWNE ROAD", "street2": "SUITE 700", "city": "FAIRFAX", "state": "VA", "zip": "22030-2801", "phone": "(703) 246-0200"}, "mail-address": {"street1": "3211 JERMANTOWN ROAD", "street2": "SUITE 700", "city": "FAIRFAX", "state": "VA", "zip": "22030-2801"}, "former-company": {"former-conformed-name": "AZIMUTH TECHNOLOGIES INC", "date-changed": "20011219"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 2002

                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------
                        ANTEON INTERNATIONAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Delaware                                             13-3880755
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)

                         3211 Jermantown Road, Suite 700
                          Fairfax, Virginia 22030-2801
                                 (703) 246-0200
   (Address, including zip code, and telephone number, including area code, of
                    Registrant's principal executive offices)

                                   ----------
                     Amended and Restated Omnibus Stock Plan
                            (FULL TITLE OF THE PLAN)

                                   ----------
                             Curtis L. Schehr, Esq.
              Senior Vice President, General Counsel and Secretary
                        Anteon International Corporation
                         3211 Jermantown Road, Suite 700
                          Fairfax, Virginia 22030-2801
                                 (703) 246-0200
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   ----------
                                   COPIES TO:
                              John C. Kennedy, Esq.
                              Carl L. Reisner, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000

                                   ----------
                         CALCULATION OF REGISTRATION FEE
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
          Title of Each Class of            Amount to be Registered  Proposed Maximum    Proposed Maximum     Amount of
       Securities to be Registered                                    Offering Price    Aggregate Offering   Registration
                                                                           Per                Price              Fee
                                                                          Share
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
Common Stock, par value $0.01 per share (1)        4,665,608              $ 7.92           $36,951,615.36       $3,400
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
Common Stock, par value $0.01 per share (2)        1,381,680              $20.25           $27,979,020          $2,575
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
Preferred Stock Purchase Rights (3)                        -                   -                     -               -
------------------------------------------- ------------------------ ------------------ ------------------- ---------------
(1) Represents 4,665,608 shares of Common Stock reserved for issuance pursuant
    to stock options having a weighted average exercise price of $7.92 granted
    pursuant to the Amended and Restated Omnibus Stock Plan. The registration
    fee for such shares was calculated in accordance with Rule 457(h)(1) under
    the Securities Act of 1933, as amended, based on the weighted average
    exercise price of such options. Pursuant to Rule 416 under the Securities
    Act, this Registration Statement shall be deemed to cover an indeterminate
    number of additional securities to be offered or issued as a result of stock
    splits, stock dividends or similar transactions.
(2) Represents 942,040 shares of Common Stock reserved for issuance under the
    Amended and Restated Omnibus Stock Plan and 439,640 shares of Common Stock
    issued upon the exercise of options prior to the date hereof. The
    registration fee was calculated in accordance with Rule 457(h)(1) under the
    Securities Act of 1933, as amended, based on the average of the high and low
    prices of the shares on March 22, 2002 as reported on the New York Stock
    Exchange. Pursuant to Rule 416 under the Securities Act, this Registration
    Statement shall be deemed to cover an indeterminate number of additional
    securities to be offered or issued as a result of stock splits, stock
    dividends or similar transactions.
(3) This registration statement also includes rights to purchase Series A
    Preferred Stock, par value $0.01 per share. One right is attached to each
    share of Common Stock. The rights will not be transferrable separately from
    the Common Stock until specified events have occurred in connection with a
    prospective change of control of the registrant. No registration fee is
    required for these rights, because they are being issued for no additional
    consideration.

================================================================================
EXPLANATORY NOTE

         The Section 10(a) prospectus being delivered by Anteon International
Corporation (the "Company") to participants in the Company's Amended and
Restated Omnibus Stock Plan (the "Plan") as required by Rule 428 under the
Securities Act, has been prepared in accordance with the requirements of Form
S-8 and relates to shares of Common Stock, par value $0.01 per share, of the
Company (the "Common Stock"), which have been reserved for issuance pursuant to
the Plan. The information regarding the Plan required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act. The Company shall
provide to participants in the Plan a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8.

         This registration statement on Form S-8 also includes a prospectus
prepared pursuant to Instruction C of Form S-8, in accordance with the
requirements of Part I of Form S-3, and relates solely to resales on a
continuous or delayed basis in the future of up to an aggregate of 439,640
shares that constitute "restricted securities" which were issued under the Plan
prior to the filing of this registration statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information required in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by reference to this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
REOFFER PROSPECTUS

                         439,640 SHARES OF COMMON STOCK
                       OF ANTEON INTERNATIONAL CORPORATION

         Shares of common stock, $0.01 par value per share, offered hereby will
be sold from time to time by certain stockholders of ours described under the
caption "selling stockholders" in this prospectus. The selling stockholders are
current or former employees, officers and directors of our company.

         The common stock trades together with a right to purchase our Series A
Preferred Stock, par value $0.01 per share, and references in this prospectus to
our "common stock" are also references to this attached right.

         The sales may occur in transactions on the New York Stock Exchange at
prevailing market prices or in negotiated transactions. We will not receive
proceeds from any of these sales. We are paying the expenses incurred in
registering the shares, but all selling and other expenses incurred by each of
the selling stockholders will be borne by that selling stockholder.

         Some of the shares of common stock are "restricted securities" under
the Securities Act of 1933 before their sale under this prospectus. This
prospectus has been prepared for the purpose of registering the shares under the
Securities Act to allow for future sales by the selling stockholders, on a
continuous or delayed basis, to the public without restriction. Each selling
stockholder may be deemed to be an "underwriter" within the meaning of the
Securities Act. Any commissions received by a broker or dealer in connection
with resales of the shares may be deemed to be underwriting commissions or
discounts under the Securities Act.

         Our common stock is traded on the NYSE under the symbol "ANT" On March
25, 2002, the last reported sale price of the common stock, as reported on the
NYSE, was $19.55 per share.

         INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. FOR MORE
INFORMATION, PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 1.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                 MARCH 26, 2002
TABLE OF CONTENTS
Where You Can Find More Information...........................................ii

The Company....................................................................1

Risk Factors...................................................................1

Forward-Looking Statements....................................................12

Use of Proceeds...............................................................13

Selling Stockholders..........................................................13

Plan of Distribution..........................................................15

Legal Matters.................................................................16

Experts.......................................................................16
-----------------

         You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. Certain selling
stockholders are offering to sell shares and seeking offers to buy shares only
in jurisdictions where offers and sales are permitted. The information contained
in or incorporated by reference in this prospectus is accurate only as of the
date of this prospectus, regardless of the time of delivery of this prospectus
or any sale of our common stock.

                                        i
WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8, of which this prospectus is a part, under
the Securities Act with respect to the shares of common stock offered by this
prospectus. The prospectus does not contain all of the information included in
the registration statement. Statements contained in this prospectus concerning
the provisions of any document are not necessarily complete. You should refer to
the copies of these documents filed as exhibits to the registration statement or
otherwise filed by us with the SEC for a more complete understanding of the
matter involved. Each statement concerning these documents is qualified in its
entirety by that reference.

         We are also subject to the informational requirements of the Securities
Exchange Act of 1934. In accordance with the Exchange Act we file reports, proxy
statements and other information with the SEC. This registration statement,
including the attached exhibits and schedules, may be inspected and copied at
the public reference facilities maintained by the SEC, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information about the public reference rooms. The SEC
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
Copies of the registration statement and the reports, proxy and information
statements and other information that we file with the SEC may be obtained from
the SEC's Internet address at http://www.sec.gov. Documents incorporated by
reference are also available from us without charge, excluding any exhibits to
those documents, unless the exhibit is specifically incorporated by reference in
those documents. You may request a copy of documents incorporated by reference
in this prospectus by contacting us in writing or by telephone at our principal
executive office:

                        Anteon International Corporation
                         3211 Jermantown Road, Suite 700
                          Fairfax, Virginia 22030-2801
                          Attention: Investor Relations
                            Telephone: (703) 246-0200

                      INFORMATION INCORPORATED BY REFERENCE

         The following documents and information previously filed with the SEC
by us are incorporated by reference in this registration statement:

         (1)      A registration statement on Form S-1 (Commission File No.
                  333-75884) under the Securities Act, in the form declared
                  effective on March 11, 2002 including the prospectus dated
                  March 11, 2002 as filed by us under Rule 424(b) on March 12,
                  2002.

         (2)      The description of our common stock set forth under the
                  caption "Description of Capital Stock" in our prospectus dated
                  March 11, 2002, as filed by us under Rule 424(b)(4) on March
                  12, 2002.

         All reports and other documents subsequently filed by us under Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus
and prior to the filing of a post-effective amendment which indicates that all
securities registered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part of this registration statement from the
date of filing of these documents.

                                       ii
THE COMPANY

         We are a leading provider of information technology solutions and
advanced systems engineering services to government clients as measured by
revenue. We design, integrate, maintain and upgrade state-of-the-art information
systems for national defense, intelligence, emergency response and other high
priority government missions. We also provide many of our government clients
with the systems analysis, integration and program management skills necessary
to manage their mission systems development and operations.

         We are a Delaware corporation, incorporated in Delaware in 1996, and
our predecessor, Anteon International Corporation, a Virginia corporation, was
incorporated in Virginia in 1976. Our principal executive offices are located at
3211 Jermantown Road, Suite 700, Fairfax, Virginia 22030, and our telephone
number is (703) 246-0200.

                                  RISK FACTORS

         AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CONSIDER CAREFULLY THE FOLLOWING INFORMATION ABOUT THESE RISKS, TOGETHER
WITH THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, BEFORE BUYING SHARES OF
OUR COMMON STOCK. ANY OF THE RISK FACTORS WE DESCRIBE BELOW COULD SEVERELY HARM
OUR BUSINESS, FINANCIAL CONDITION AND OPERATING RESULTS. THE MARKET PRICE OF OUR
COMMON STOCK COULD DECLINE IF ONE OR MORE OF THESE RISKS AND UNCERTAINTIES
DEVELOP INTO ACTUAL EVENTS. YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO
BUY OUR COMMON STOCK. SOME OF THE STATEMENTS IN "RISK FACTORS" ARE
FORWARD-LOOKING STATEMENTS. SEE "FORWARD-LOOKING STATEMENTS."

RISKS RELATED TO OUR BUSINESS

FEDERAL GOVERNMENT CONTRACTING RISKS--OUR BUSINESS COULD BE ADVERSELY AFFECTED
BY SIGNIFICANT CHANGES IN THE CONTRACTING OR FISCAL POLICIES OF THE U.S. FEDERAL
GOVERNMENT.

         We derive substantially all of our revenues from contracts with the
U.S. federal government or subcontracts under federal government prime
contracts, and we believe that the success and development of our business will
continue to depend on our successful participation in federal government
contract programs. Accordingly, changes in federal government contracting
policies could directly affect our financial performance. Among the factors that
could materially adversely affect our federal government contracting business
are:

         -        budgetary constraints affecting federal government spending
                  generally, or specific departments or agencies in particular,
                  and changes in fiscal policies or available funding;

         -        changes in federal government programs or requirements;

         -        curtailment of the federal government's use of technology
                  services firms;

         -        the adoption of new laws or regulations;

         -        technological developments;

         -        federal governmental shutdowns (such as that which occurred
                  during the government's 1996 fiscal year) and other potential
                  delays in the government appropriations process;

         -        delays in the payment of our invoices by government payment
                  offices due to problems with, or upgrades to, government
                  information systems, or for other reasons;

                                        1
-        competition and consolidation in the information technology
                  industry; and

         -        general economic conditions.

         These or other factors could cause federal governmental agencies, or
prime contractors where we are acting as a subcontractor to reduce their
purchases under contracts, to exercise their right to terminate contracts or not
to exercise options to renew contracts, any of which could have a material
adverse effect on our financial condition and operating results. Many of our
federal government customers are subject to stringent budgetary constraints. We
have substantial contracts in place with many federal departments and agencies,
and our continued performance under these contracts, or award of additional
contracts from these agencies, could be materially adversely affected by
spending reductions or budget cutbacks at these agencies.

EARLY TERMINATION OF CONTRACTS--OUR FEDERAL GOVERNMENT CONTRACTS MAY BE
TERMINATED BY THE GOVERNMENT AT ANY TIME PRIOR TO THEIR COMPLETION, AND IF WE DO
NOT REPLACE THEM, OUR OPERATING RESULTS MAY BE HARMED.

         We derive substantially all of our revenues from U.S. federal
government contracts and subcontracts under federal government prime contracts
that typically are awarded through competitive processes and span one or more
base years and one or more option years. The option periods typically cover more
than half of the contract's potential duration. Federal government agencies
generally have the right not to exercise these option periods. In addition, our
contracts typically also contain provisions permitting a government client to
terminate the contract on short notice, with or without cause. A decision not to
exercise option periods or to terminate contracts would reduce the profitability
of these contracts to us. Our contractual costs and revenues are subject to
adjustment as a result of federal government audits. See "-Contracts Subject to
Audit."

         Upon contract expiration, if the customer requires further services of
the type provided by the contract, there is frequently a competitive rebidding
process and there can be no assurance that we will win any particular bid, or
that we will be able to replace business lost upon expiration or completion of a
contract. The unexpected termination of one or more of our significant contracts
could result in significant revenue shortfalls. The termination or nonrenewal of
any of our significant contracts, short-term revenue shortfalls, the imposition
of fines or damages or our suspension or debarment from bidding on additional
contracts could harm operating results for those periods.

         Most federal government contract awards are subject to protest by
competitors. If specified legal requirements are satisfied, these protests
require the federal agency to suspend the contractor's performance of the newly
awarded contract pending the outcome of the protest. These protests could also
result in a requirement to resubmit bids for the contract or in the termination,
reduction or modification of the awarded contract.

CONTRACTS SUBJECT TO AUDIT--OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A
NEGATIVE AUDIT BY THE DEFENSE CONTRACT AUDIT AGENCY. WE COULD BE REQUIRED TO
REIMBURSE THE U.S. FEDERAL GOVERNMENT FOR COSTS THAT WE HAVE EXPENDED ON OUR
CONTRACTS AND OUR ABILITY TO COMPETE SUCCESSFULLY FOR FUTURE CONTRACTS COULD BE
MATERIALLY IMPAIRED.

         The Defense Contract Audit Agency, or the "DCAA," and other government
agencies routinely audit and investigate government contracts. These agencies
review a contractor's performance on its contract, cost structure and compliance
with applicable laws, regulations and standards. The DCAA also reviews the
adequacy of, and a contractor's compliance with, its internal control systems
and policies, including the contractor's purchasing, property, estimating,
compensation and management information systems. Any costs found to be
improperly allocated to a specific contract will not be reimbursed, while such
costs already reimbursed must be refunded. Therefore, a DCAA audit could
materially affect our competitive position and result in a substantial
adjustment to our revenues. If a government audit uncovers improper or illegal
activities, we may be subject to civil and criminal penalties and administrative
sanctions, including termination of contracts, forfeitures of profits,
suspension of payments, fines and suspension or debarment from doing business
with the federal government. In addition, we could suffer serious reputational
harm if allegations of impropriety were made against us. If we were suspended or
debarred from contracting with the federal government generally, or any
significant agency in the intelligence community or Department of Defense, if
our reputation or relationship with government agencies were impaired, or if the
government otherwise ceased doing business with us or significantly decreased
the amount of business it does with us, our operating results would be
materially harmed.

                                        2
CONTRACT TYPES AND RISKS--OUR ESTIMATES OF THE TIME, RESOURCES AND EXPENSES
REQUIRED TO COMPLETE OUR CONTRACTUAL COMMITMENTS MAY NOT BE ACCURATE.

         We enter into three principal types of contracts with the federal
government: cost-plus, time and materials and fixed price. As of December 31,
2001, approximately 37% of our federal contracts are cost-plus, 34% are time and
materials and 29% are fixed price. Under cost-plus type contracts, which are
subject to a contract ceiling amount, we are reimbursed for allowable costs and
paid a fee, which may be fixed or performance based. However, if our costs
exceed the contract ceiling or are not allowable under the provisions of the
contract or applicable regulations, we may not be able to obtain reimbursement
for all such costs. Under time and materials contracts, we are paid for labor at
negotiated hourly billing rates and for certain expenses. There is financial
risk to us should our costs to perform time and materials contracts exceed the
negotiated hourly billing rates. Under fixed price contracts, we are required to
perform the contract tasks at a fixed price irrespective of the actual costs we
incur, and consequently, any costs in excess of the fixed price are absorbed by
us. Fixed price contracts, in comparison to cost-plus contracts, typically offer
higher profit opportunities because we bear the risk of cost-overruns and
receive the benefit of cost savings. For all contract types, there is risk
associated with the assumptions we use to formulate our pricing of the proposed
work. In addition, when we serve as a subcontractor under our contracts, we are
exposed to the risks of delays in payment from the prime contractor for the
services we provide.

RISKS UNDER INDEFINITE DELIVERY/INDEFINITE QUANTITY CONTRACTS, GSA SCHEDULE
CONTRACTS AND GWACs. MANY OF OUR U.S. FEDERAL GOVERNMENT CUSTOMERS SPEND THEIR
PROCUREMENT BUDGETS THROUGH INDEFINITE DELIVERY/INDEFINITE QUANTITY CONTRACTS,
GSA SCHEDULE CONTRACTS AND GWACs UNDER WHICH WE ARE REQUIRED TO COMPETE FOR
POST-AWARD ORDERS.

         Budgetary pressures and reforms in the procurement process have caused
many U.S. federal government customers to increasingly purchase goods and
services through Indefinite Delivery/Indefinite Quantity, or "ID/IQ," contracts,
General Services Administration, Federal Supply Schedule contracts, or "GSA
Schedule contracts," and other multiple award and/or Government Wide Acquisition
Contracts, or "GWAC," vehicles. These contract vehicles have resulted in
increased competition and pricing pressure requiring that we make sustained
post-award efforts to realize revenues under the relevant contract. There can be
no assurance that we will continue to increase revenues or otherwise sell
successfully under these contract vehicles. Our failure to compete effectively
in this procurement environment could harm our operating results.

GOVERNMENT REGULATIONS--WE MAY BE LIABLE FOR PENALTIES UNDER A VARIETY OF
PROCUREMENT RULES AND REGULATIONS. CHANGES IN GOVERNMENT REGULATIONS COULD HARM
OUR OPERATING RESULTS.

         Our defense and federal civil agency businesses must comply with and
are affected by various government regulations. Among the most significant
regulations are:

         -        the Federal Acquisition Regulations, and agency regulations
                  supplemental to the Federal Acquisition Regulations, which
                  comprehensively regulate the formation, administration and
                  performance of government contracts;

         -        the Truth in Negotiations Act, which requires certification
                  and disclosure of all cost and pricing data in connection with
                  contract negotiations;

         -        the Cost Accounting Standards, which impose accounting
                  requirements that govern our right to reimbursement under
                  certain cost-based government contracts; and

         -        laws, regulations and executive orders restricting the use and
                  dissemination of information classified for national security
                  purposes and the exportation of certain products and technical
                  data.

         These regulations affect how our customers and we can do business and,
in some instances, impose added costs on our businesses. In addition, we are
subject to industrial security regulations of the Department of Defense and
other federal agencies that are designed to safeguard against foreigners' access
to classified information. If we were to come under foreign ownership, control
or influence, our federal government customers could terminate or

                                        3
decide not to renew our contracts, and it could impair our ability to obtain new
contracts. Any changes in applicable laws and regulations could also harm our
operating results. Any failure to comply with applicable laws and regulations
could result in contract termination, price or fee reductions or suspension or
debarment from contracting with the federal government.

RISKS RELATING TO REDUCTIONS OR CHANGES IN MILITARY EXPENDITURES--A DECLINE IN
THE U.S. DEFENSE BUDGET MAY ADVERSELY AFFECT OUR OPERATIONS.

         Sales under contracts with the U.S. Department of Defense, including
under subcontracts having the Department of Defense as the ultimate purchaser,
represented approximately 69% of our sales in the twelve months ended December
31, 2001. The U.S. defense budget declined from time to time in the late 1980s
and the early 1990s, resulting in a slowing of new program starts, program
delays and program cancellations. These reductions caused most defense-related
government contractors to experience declining revenues, increased pressure on
operating margins and, in some cases, net losses. While spending authorizations
for defense-related programs by the government have increased in recent years,
and in particular after the September 11, 2001 terrorist attacks, these spending
levels may not be sustainable, and future levels of expenditures and
authorizations for those programs may decrease, remain constant or shift to
programs in areas where we do not currently provide services. A general
significant decline in military expenditures could harm our operating results.

WE ARE NOT ABLE TO GUARANTEE THAT CONTRACT ORDERS INCLUDED IN OUR ESTIMATED
CONTRACT VALUE WILL RESULT IN ACTUAL REVENUES IN ANY PARTICULAR FISCAL PERIOD OR
THAT THE ACTUAL REVENUES FROM SUCH CONTRACTS WILL EQUAL OUR ESTIMATED CONTRACT
VALUE.

         There can be no assurance that any contracts included in our estimated
contract value presented in this prospectus will result in actual revenues in
any particular period or that the actual revenues from such contracts will equal
our estimated contract value. Further, there can be no assurance that any
contract included in our estimated contract value that generates revenue will be
profitable. Our estimated contract value consists of funded backlog, which is
based upon amounts actually appropriated by a customer for payment of goods and
services, and unfunded contract value, which is based upon management's estimate
of the future potential of our existing contracts (including contract options)
to generate revenues. These estimates are based on our experience under such
contracts and similar contracts, and we believe such estimates to be reasonable.
However, there can be no assurances that all of such estimated contract value
will be recognized as revenue.

         In addition, the federal government's ability to select multiple
winners under ID/IQ contracts and GWACs, as well as its right to award
subsequent task orders among such multiple winners, means that there is no
assurance that certain of our existing contracts will result in actual orders.
Further, the federal government enjoys broad rights to unilaterally modify or
terminate such contracts, including the right not to exercise options to extend
multi-year contracts through the end of their potential terms. Accordingly, most
of our existing contracts are subject to modification and termination at the
federal government's discretion. In addition, funding for orders from the
federal government is subject to approval on an annual basis by Congress
pursuant to the appropriations process.

GOVERNMENT INTENT TO REPLACE LEGACY SYSTEMS--OUR BUSINESS WILL BE HARMED IF
GOVERNMENT AGENCIES ARE UNWILLING TO REPLACE OR SUPPLEMENT EXPENSIVE LEGACY
SYSTEMS.

         Government agencies have spent substantial resources over an extended
period of time to develop computer systems and to train their personnel to use
them. These agencies may be reluctant to abandon or supplement these legacy
systems with Internet and other advanced technology systems because of the cost
of developing them or the additional cost of re-training their personnel. Such
reluctance would make it more difficult to acquire new contracts which would
harm our business prospects.

                                        4
RELIANCE ON SUBCONTRACTORS--WE REGULARLY EMPLOY SUBCONTRACTORS TO ASSIST US IN
SATISFYING OUR CONTRACTUAL OBLIGATIONS. IF THESE SUBCONTRACTORS FAIL TO PERFORM
THEIR CONTRACTUAL OBLIGATIONS, OUR PRIME CONTRACT PERFORMANCE AND OUR ABILITY TO
OBTAIN FUTURE BUSINESS COULD BE MATERIALLY AND ADVERSELY IMPACTED.

         Our performance of government contracts may involve the issuance of
subcontracts to other companies upon which we rely to perform all or a portion
of the work we are obligated to deliver to our customers. There is a risk that
we may have disputes with subcontractors concerning a number of issues including
the quality and timeliness of work performed by the subcontractor, customer
concerns about the subcontractor, our decision not to extend existing task
orders or issue new task orders under a subcontract, or our hiring of former
personnel of a subcontractor. A failure by one or more of our subcontractors to
satisfactorily deliver on a timely basis the agreed-upon supplies and/or perform
the agreed-upon services may materially and adversely impact our ability to
perform our obligations as a prime contractor. In extreme cases, such
subcontractor performance deficiencies could result in the government
terminating our contract for default. A default termination could expose us to
liability for excess costs of reprocurement by the government and have a
material adverse effect on our ability to compete for future contracts and task
orders.

DEPENDENCE ON KEY PERSONNEL--IF WE LOSE OUR TECHNICAL PERSONNEL OR MEMBERS OF
SENIOR MANAGEMENT, OUR BUSINESS MAY BE ADVERSELY AFFECTED.

         Our continued success depends in large part on our ability to recruit
and retain the technical personnel necessary to serve our clients effectively.
Competition for skilled personnel in the information technology and systems
engineering services industry is intense and technology service companies often
experience high attrition among their skilled employees. Excessive attrition
among our technical personnel could increase our costs of performing our
contractual obligations, reduce our ability to efficiently satisfy our clients'
needs and constrain our future growth. In addition, we must often comply with
provisions in federal government contracts that require employment of persons
with specified levels of education, work experience and security clearances. The
loss of any significant number of our existing key technical personnel or the
inability to attract and retain key technical employees in the future could have
a material adverse effect on our ability to win new business and could harm our
operating results. There is also a risk that our efforts to hire personnel of
our competitors or subcontractors or other persons could lead to claims being
asserted against us that our recruitment efforts violate contractual
arrangements or are otherwise wrongful.

         In addition, we believe that the success of our business strategy and
our ability to operate profitably depends on the continued employment of our
senior management team, led by Joseph M. Kampf. None of our senior management
team has an employment contract with us. If Mr. Kampf or other members of our
senior management team become unable or unwilling to continue in their present
positions, our business and financial results could be materially adversely
affected.

SECURITY CLEARANCE--IF WE CANNOT OBTAIN THE NECESSARY SECURITY CLEARANCES, WE
MAY NOT BE ABLE TO PERFORM CLASSIFIED WORK FOR THE GOVERNMENT AND OUR REVENUES
MAY SUFFER.

         Certain government contracts require us, and some of our employees, to
maintain security clearances. If we lose or are unable to obtain security
clearances, the client can terminate the contract or decide not to renew it upon
its expiration. As a result, to the extent we cannot obtain the required
security clearances for our employees working on a particular contract, we may
not derive the revenue anticipated from the contract, which, if not replaced
with revenue from other contracts, could seriously harm our operating results.

SECURITY ISSUES--SECURITY BREACHES IN SENSITIVE GOVERNMENT SYSTEMS COULD RESULT
IN THE LOSS OF CLIENTS AND NEGATIVE PUBLICITY.

         Many of the systems we develop involve managing and protecting
information involved in national security and other sensitive government
functions. A security breach in one of these systems could cause serious harm to
our business, could result in negative publicity and could prevent us from
having further access to such critically sensitive systems or other similarly
sensitive areas for other governmental clients.

                                        5
CLIENT EXPECTATION---WE COULD LOSE REVENUES AND CLIENTS AND EXPOSE OUR COMPANY
TO LIABILITY IF WE FAIL TO MEET CLIENT EXPECTATIONS.

         We create, implement and maintain technology solutions that are often
critical to our clients' operations. If our technology solutions or other
applications have significant defects or errors or fail to meet our clients'
expectations, we may:

         -        lose future contract opportunities due to receipt of poor past
                  performance evaluations from our customers;

         -        have contracts terminated for default and be liable to our
                  customers for reprocurement costs and other damages;

         -        receive negative publicity, which could damage our reputation
                  and adversely affect our ability to attract or retain clients;
                  and

         -        suffer claims for substantial damages against us, regardless
                  of our responsibility for the failure.

         While many of our contracts limit our liability for damages that may
arise from negligent acts, errors, mistakes or omissions in rendering services
to our clients, we cannot be sure that these contractual provisions will protect
us from liability for damages if we are sued. Furthermore, our general liability
insurance coverage may not continue to be available on reasonable terms or in
sufficient amounts to cover one or more large claims, or the insurer may
disclaim coverage as to any future claim. The successful assertion of any large
claim against us could seriously harm our business. Even if not successful, such
claims could result in significant legal and other costs and may be a
distraction to management.

ACQUISITION STRATEGY--WE INTEND TO PURSUE FUTURE ACQUISITIONS WHICH MAY
ADVERSELY AFFECT OUR BUSINESS IF WE CANNOT EFFECTIVELY INTEGRATE THESE NEW
OPERATIONS.

         We have completed and substantially integrated five strategic
acquisitions since 1997. The federal government information technology solutions
and systems engineering services industry remains fragmented, and we believe
that acquisition and consolidation opportunities will continue to present
themselves periodically. We intend to continue to selectively review acquisition
candidates with a focus on companies with complementary skills or market focus.
Our continued success will depend upon our ability to integrate any businesses
we may acquire in the future. The integration of such businesses into our
operations may result in unforeseen operating difficulties, may absorb
significant management attention and may require significant financial resources
that would otherwise be available for the ongoing development or expansion of
our business. Such difficulties of integration may involve the necessity of
coordinating geographically dispersed organizations, integrating personnel with
disparate business backgrounds and reconciling different corporate cultures. In
addition, in certain acquisitions, federal acquisition regulations may require
us to enter into government novation agreements, a potentially time-consuming
process. Government agencies may delay in recognizing us as the successor
contractor in these situations, thereby possibly preventing our realization of
some of the anticipated benefits of such acquisitions. There can be no assurance
that acquired entities will operate profitably, that we will realize anticipated
synergies or that these acquisitions will cause our operating performance to
improve.

         Although management regularly engages in discussions with and submits
acquisition proposals to acquisition targets, there can be no assurance that
suitable acquisition targets will be available in the future on reasonable
terms. In addition, to the extent that we complete any additional acquisitions,
no assurance can be given that acquisition financing will be available on
reasonable terms or at all, that any new businesses will generate revenues or
net income comparable to our existing businesses or that such businesses will be
integrated successfully or operated profitably.

                                        6
POTENTIAL UNDISCLOSED LIABILITIES ASSOCIATED WITH ACQUISITIONS--WE MAY BE
SUBJECT TO CERTAIN LIABILITIES ASSUMED IN CONNECTION WITH OUR ACQUISITIONS THAT
COULD HARM OUR OPERATING RESULTS.

         We conduct due diligence in connection with each of our acquisitions.
In connection with any acquisition made by us, there may be liabilities that we
fail to discover or that we inadequately assess in our due diligence efforts. In
particular, to the extent that prior owners of any acquired businesses or
properties failed to comply with or otherwise violated applicable laws or
regulations, or failed to fulfill their contractual obligations to the federal
government or other customers, we, as the successor owner, may be financially
responsible for these violations and failures and may suffer reputational harm
or otherwise be adversely affected. The discovery of any material liabilities
associated with our acquisitions could harm our operating results.

OUR EMPLOYEES MAY ENGAGE IN IMPROPER ACTIVITIES WITH ADVERSE CONSEQUENCES TO OUR
BUSINESS.

         As with other government contractors, we are faced with the possibility
that our employees may engage in misconduct, fraud or other improper activities
that may have adverse consequences to our prospects and results of operations.
Misconduct by employees could include failures to comply with federal government
procurement regulations, violation of federal requirements concerning the
protection of classified information, improper labor and cost charging to
contracts and misappropriation of government or third party property and
information. The occurrence of any such employee activities could result in our
suspension or debarment from contracting with the federal government, as well as
the imposition of fines and penalties, which would cause material harm to our
business.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS--OUR INTERNATIONAL BUSINESS
EXPOSES US TO ADDITIONAL RISKS INCLUDING EXCHANGE RATE FLUCTUATIONS, FOREIGN TAX
AND LEGAL REGULATIONS AND POLITICAL OR ECONOMIC INSTABILITY THAT COULD HARM OUR
OPERATING RESULTS.

         In connection with our international operations, which generated 1.2%
of our revenues for the twelve months ended December 31, 2001, we are subject to
risks associated with operating in and selling to foreign countries, including:

         -        devaluations and fluctuations in currency exchange rates;

         -        changes in or interpretations of foreign regulations that may
                  adversely affect our ability to sell all of our products or
                  repatriate profits to the United States;

         -        imposition of limitations on conversions of foreign currencies
                  into dollars;

         -        imposition of limitations on or increase of withholding and
                  other taxes on remittances and other payments by foreign
                  subsidiaries or joint ventures;

         -        hyperinflation or political instability in foreign countries;

         -        imposition or increase of investment and other restrictions or
                  requirements by foreign governments; and

         -        U.S. arms export control regulations and policies which govern
                  our ability to supply foreign affiliates and customers.

         Although our international operations are not currently substantial, to
the extent we expand our international operations, these and other risks
associated with international operations are likely to increase. Although such
risks have not harmed our operating results in the past, no assurance can be
given that such risks will not harm our operating results in the future.

                                        7
RISKS RELATED TO OUR CAPITAL STRUCTURE

SUBSTANTIAL LEVERAGE--OUR SUBSTANTIAL DEBT COULD ADVERSELY AFFECT OUR FINANCIAL
HEALTH.

         We have a significant amount of debt outstanding. As of December 31,
2001, after giving effect to our initial public offering, our debt would have
been $113.5 million. You should be aware that this level of debt could have
important consequences to you as a holder of shares. Below we have identified
for you some of the material potential consequences resulting from this
significant amount of debt.

         -        We may be unable to obtain additional financing for working
                  capital, capital expenditures, acquisitions and general
                  corporate purposes.

         -        A significant portion of our cash flow from operations must be
                  dedicated to the repayment of indebtedness, thereby reducing
                  the amount of cash we have available for other purposes.

         -        Our ability to adjust to changing market conditions may be
                  hampered. We may be more vulnerable in a volatile market.

ADDITIONAL BORROWINGS AVAILABLE--DESPITE CURRENT DEBT LEVELS, WE AND OUR
SUBSIDIARIES MAY STILL BE ABLE TO INCUR SUBSTANTIALLY MORE DEBT. THIS COULD
FURTHER EXACERBATE THE RISKS DESCRIBED ABOVE.

         We and our subsidiaries may be able to incur additional indebtedness in
the future. The terms of the indenture governing our 12% senior subordinated
notes due 2009, or "12% Notes," and of our credit facility limit but do not
prohibit us or our subsidiaries from doing so. As of December 31, 2001, after
giving effect to our initial public offering, our credit facility would have
permitted additional borrowings of up to $96.1 million. If new debt is added by
us or our subsidiaries, the related risks that we and they now face could
intensify.

ABILITY TO SERVICE DEBT--TO SERVICE OUR DEBT, WE WILL REQUIRE A SIGNIFICANT
AMOUNT OF CASH. OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR
CONTROL.

         You should be aware that our ability to repay or refinance our debt
depends on our successful financial and operating performance. We cannot assure
you that our business strategy will succeed or that we will achieve our
anticipated financial results. Our financial and operational performance depends
upon a number of factors, many of which are beyond our control. These factors
include:

         -        the current economic and competitive conditions in the
                  information technology industry;

         -        budgetary constraints affecting federal government spending,
                  and changes in fiscal policies or available funding;

         -        federal government shutdowns and other potential delays in the
                  government appropriations process;

         -        delays in the payment of our invoices by government payment
                  offices due to problems with, or upgrades to, government
                  information systems, or for other reasons;

         -        any operating difficulties, operating costs or pricing
                  pressures we may experience;

         -        the passage of legislation or other regulatory developments
                  that affect us adversely; and

         -        any delays in implementing any strategic projects we may have.

                                        8
We cannot assure you that we will generate sufficient cash flow from
operations or that we will be able to obtain sufficient funding to satisfy all
of our debt obligations. If we are unable to pay our debts, we will be required
to pursue one or more alternative strategies, such as selling assets,
refinancing or restructuring our indebtedness or selling additional equity
capital. However, we cannot assure you that any alternative strategies will be
feasible at the time or prove adequate. Also, certain alternative strategies
would require the consent of our senior secured lenders before we engage in any
such strategy.

RESTRICTIVE DEBT COVENANTS--THE TERMS OF OUR CREDIT FACILITY AND THE INDENTURE
GOVERNING OUR 12% NOTES IMPOSE SIGNIFICANT RESTRICTIONS ON OUR ABILITY AND THAT
OF OUR SUBSIDIARIES TO TAKE CERTAIN ACTIONS, WHICH MAY HAVE AN IMPACT ON OUR
BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION.

         The indenture and our credit facility impose significant operating and
financial restrictions on us and our subsidiaries and require us to meet certain
financial tests. These restrictions may significantly limit or prohibit us from
engaging in certain transactions, including the following:

         -        incurring or guaranteeing additional debt;

         -        paying dividends or other distributions to our stockholders or
                  redeeming, repurchasing or retiring our capital stock or
                  subordinated obligations;

         -        making investments;

         -        creating liens on our assets;

         -        issuing or selling capital stock of our subsidiaries;

         -        transforming or selling assets currently held by us;

         -        engaging in transactions with affiliates; and

         -        engaging in mergers or consolidations.

         The failure to comply with any of these covenants would cause a default
under the indenture and our credit agreement. A default, if not waived, could
result in acceleration of our debt, in which case the debt would become
immediately due and payable. If this occurs, we may not be able to repay our
debt or borrow sufficient funds to refinance it. Even if new financing is
available, it may not be on terms that are acceptable to us. Complying with
these covenants may cause us to take actions that are not favorable to
stockholders such as yourself.

CONCENTRATION OF OWNERSHIP--WE WILL BE CONTROLLED BY ENTITIES UNDER THE CONTROL
OF MR. ISEMAN, WHOSE INTERESTS MAY NOT BE ALIGNED WITH YOURS.

         Caxton-Iseman Capital, Inc. is a leveraged buy-out firm based in New
York. Affiliates of and companies managed by Caxton-Iseman Capital, Inc.,
including Azimuth Technologies, L.P., Azimuth Tech. II LLC and Frederick J.
Iseman, which we refer to collectively as the "Caxton-Iseman stockholders,"
beneficially own approximately 40% of the outstanding shares of our common
stock. Because the Caxton-Iseman stockholders are controlled by Frederick J.
Iseman and because of voting arrangements with other stockholders of ours, Mr.
Iseman can control the election of our directors and the outcome of all matters
submitted to a vote of our stockholders, as well as our management, operations
and policies, and may be deemed to beneficially own the capital stock held by
the Caxton-Iseman stockholders. In addition, our amended and restated
certificate of incorporation provides that the Caxton-Iseman stockholders have
the right to nominate a number of persons for election as director in proportion
to their beneficial ownership of our common stock so long as they beneficially
own at least 10% of our common stock. Currently, there are four Caxton-Iseman
directors. On February 8, 2002, we increased the size of our board to twelve,
and elected three new directors, thereby leaving two vacancies to be filled
after the consummation of our

                                        9
initial public offering. Pursuant to the provisions of our amended and restated
certificate of incorporation, the Caxton-Iseman stockholders may fill these two
vacancies.

         Mr. Iseman's interests may not be fully aligned with yours and this
could lead to a strategy that is not in your best interests. The Caxton-Iseman
stockholders can sell all or a portion of their stock without providing other
stockholders the opportunity to sell their stock. In addition, the terms of our
rights plan exclude transactions with the Caxton-Iseman stockholders and any of
their transferees. The concentration of ownership also may delay, defer or even
prevent a change in control of our company, and make some transactions more
difficult or impossible without the support of the Caxton-Iseman stockholders.
These transactions might include proxy contests, tender offers, mergers or other
purchases of common stock that could give you the opportunity to realize a
premium over the then-prevailing market price for shares of our common stock.

RISKS RELATED TO THE OWNERSHIP OF OUR COMMON STOCK

FLUCTUATIONS IN OUR OPERATING RESULTS--OUR QUARTERLY REVENUES AND OPERATING
RESULTS COULD BE VOLATILE AND MAY CAUSE OUR STOCK PRICE TO FLUCTUATE.

         Our quarterly revenues and operating results may fluctuate
significantly in the future. In particular, if the federal government does not
adopt, or delays adoption of, a budget for each fiscal year beginning on October
1, or fails to pass a continuing resolution, federal agencies may be forced to
suspend our contracts and delay the award of new and follow-on contracts and
orders due to a lack of funding. Consequently, we may realize lower revenues in
quarters ending after September 30. Further, the rate at which the federal
government procures technology may be negatively affected following changes in
presidential administrations and senior government officials. As a result, our
operating results could be volatile and difficult to predict and
period-to-period comparisons of our operating results may not be a good
indication of our future performance. Our quarterly operating results may not
meet the expectations of securities analysts or investors, which in turn may
have an adverse effect on the market price of our common stock.

OUR STOCK PRICE MAY BE VOLATILE AND YOU MAY BE UNABLE TO RESELL YOUR SHARES AT
OR ABOVE YOUR PURCHASE PRICE.

         Prior to our initial public offering, there was no public market for
our common stock. We cannot predict whether a liquid trading market will
develop. The market price of our common stock could be subject to wide
fluctuations as a result of many factors, including those listed in this "Risk
Factors" section of this prospectus.

         In recent years, the stock market has experienced significant price and
volume fluctuations that are often unrelated to the operating performance of
specific companies. Our market price may fluctuate based on a number of factors,
including:

         -        our operating performance and the performance of other similar
                  companies;

         -        federal government spending levels, both generally and by our
                  particular customers;

         -        delays in the payment of our invoices by government payment
                  offices, resulting in potentially reduced earnings during a
                  particular fiscal quarter;

         -        news announcements relating to us, our industry or our
                  competitors;

         -        changes in earnings estimates or recommendations by research
                  analysts;

         -        changes in general economic conditions;

         -        the number of shares to be publicly traded after the IPO;

                                       10
-        actions of our current stockholders;

         -        the passage of legislation or other regulatory developments
                  that affect us adversely; and

         -        other developments affecting us, our industry or our
                  competitors.

SALE OF SHARES BY EXISTING STOCKHOLDERS--A LARGE NUMBER OF OUR SHARES ARE OR
WILL BE ELIGIBLE FOR FUTURE SALE WHICH COULD DEPRESS OUR STOCK PRICE.

         Sales of a substantial number of shares of our common stock, or the
perception that a large number of shares will be sold, could depress the market
price of our common stock. Following the expiration of the initial public
offering "lock-up" period on September 9, 2002, holders of approximately
15,959,261 shares of common stock will be entitled to dispose of their shares,
although the shares of common stock held by our affiliates will continue to be
subject to the volume and other restrictions of Rule 144 under the Securities
Act. In addition, Goldman, Sachs & Co., the lead underwriter of our initial
public offering, may, in its sole discretion and at any time without notice,
release all or any portion of the shares subject to the lock-up.

         As of the date of this offering, the holders of approximately
16,777,325 shares of our common stock (including shares issuable upon the
exercise of outstanding options) have rights, subject to some conditions, to
require us to file registration statements covering their shares or to include
their shares in registration statements that we may file for ourselves or other
stockholders. By exercising their registration rights and selling a large number
of shares, these holders could cause the price of our common stock to decline.

OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS AND OUR
STOCKHOLDERS' RIGHTS PLAN CONTAIN PROVISIONS THAT MAY DISCOURAGE A TAKEOVER
ATTEMPT.

         Provisions contained in our amended and restated certificate of
incorporation and bylaws could make it more difficult for a third party to
acquire us, even if doing so might be beneficial to our stockholders. Provisions
of our amended and restated certificate of incorporation and bylaws impose
various procedural and other requirements, which could make it more difficult
for stockholders to effect some corporate actions. For example, our amended and
restated certificate of incorporation authorizes our board to determine the
rights, preferences, privileges and restrictions of unissued series of preferred
stock, without any vote or action by our stockholders. Thus, our board can
authorize and issue shares of preferred stock with voting or conversion rights
that could adversely affect the voting or other rights of holders of our common
stock. These rights may have the effect of delaying or deterring a change of
control of our company, and could limit the price that investors might be
willing to pay in the future for shares of our common stock. In addition, a
change of control of our company may be delayed or deferred as a result of our
having three classes of directors or the stockholders' rights plan adopted by
our board. Our stockholders' rights plan is designed to enable all stockholders
to receive fair and equal treatment in any proposed takeover and to guard
against partial or two-tiered tender offers, open market accumulations and other
abusive tactics to gain control of Anteon. The provisions of the plan might make
an unsolicited takeover more difficult or less likely to occur or might prevent
such a takeover, even though such a takeover might offer our stockholders the
opportunity to sell their stock at a price above the prevailing market price and
might be favored by a majority of our stockholders.

                                       11
FORWARD-LOOKING STATEMENTS

         Some of the statements under "Risk Factors" and elsewhere in this
prospectus constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking
statements relate to future events or our future financial performance. All
projections contained in this prospectus are forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any results, levels of activity,
performance or achievements expressed or implied by these forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology like "may," "will," "should," "expects," "plans," "projects,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of these terms or other comparable terminology. Such
forward-looking statements include, but are not limited to:

         -        funded backlog;

         -        estimated contract value;

         -        our expectations regarding the federal government's
                  procurement budgets and reliance on outsourcing of services;
                  and

         -        our financial condition and liquidity, as well as future cash
                  flows and earnings.

         Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus to conform these statements to actual results
and do not intend to do so. These statements are only predictions. Actual events
or results may differ materially. In evaluating these statements, you should
specifically consider various factors, including the following:

         -        the integration of acquisitions without disruption to our
                  other business activities;

         -        changes in general economic and business conditions;

         -        changes in federal government procurement laws, regulations,
                  policies and budgets;

         -        the number and type of contracts and task orders awarded to
                  us;

         -        technological changes;

         -        the ability to attract and retain qualified personnel;

         -        competition;

         -        our ability to retain our contracts during any rebidding
                  process; and

         -        the other factors outlined under "Risk Factors."

                                       12
USE OF PROCEEDS

         We will not receive any proceeds from the sale of the common stock by
the selling stockholders.

                              SELLING STOCKHOLDERS

         This prospectus relates to offers and sales by the selling stockholders
of shares of common stock acquired or to be acquired under the Amended and
Restated Omnibus Stock Plan. The following table sets forth the names of the
selling stockholders, the number of shares of our common stock owned by each of
them as of March 8, 2002 and the number of shares of our common stock covered by
this prospectus. Because the selling stockholders may sell all or some part of
the common stock that they hold under this prospectus and this offering is not
being underwritten on a firm commitment basis, we can give no estimate as to the
amount of common stock that will be held by the selling stockholders upon
termination of this offering. None of the selling stockholders owns more than 1%
of our outstanding common stock. Each selling stockholder is a current or former
director, officer or employee of ours. Our common stock offered by this
prospectus may be offered from time to time, in whole or in part, by the persons
named below or by their transferees, as to whom applicable information will, to
the extent required, be set forth in a prospectus supplement.
Shares Owned and Which May Be
       Selling Stockholder                         Sold Under This Prospectus
       -------------------                         --------------------------
Robert S. Anderl                                        1,200
       John S. Barry                                          10,400
       Percy Baynes                                            4,000
       Victor N. Berlin                                        1,600
       Niels P. Biamon                                           800
       Daniel C. Boshell                                         800
       Robert L. Buchanan, Jr.                                 5,600
       Victor R. Bukowski                                      6,400
       Robert D. Burk                                         16,800
       Ruth M. Campbell                                        5,600
       John D. Cerimele                                        3,200
       Kathleen M. Dailey                                     14,720
       Mark A. Darder                                            800
       Gilbert Decker                                         40,320
       Ronald E. Demeter                                       3,200
       Richard E. Edelman                                        400
       Nick Evans                                              1,600
       Jeffrey L. Flading                                      6,400
       James L. Flint                                            800
       Terry L. Glover                                           200
       William L. Gold                                           800
       Robert M. Gorman                                       16,000
       Stanley E. Graves                                       8,000
       Walter B. Greenspon                                     1,600
       Robert K. Guest                                         1,600
       William Gunst                                           3,200
       Douglas D. Henry                                          800
       Joseph W. Hollick                                       1,600
       Eleanor S. Holmes                                       3,200
       Gary Hopkins                                            4,800
       Thomas H. Howell                                        3,360
       James W. Huffman                                        1,600
       David L. Isenberg                                       3,360
       Betty A. Jacob                                         12,000
       William D. James                                        4,480
13
Shares Owned and Which May Be
       Selling Stockholder                         Sold Under This Prospectus
       -------------------                         --------------------------
Paul N. Johnson                                         3,840
       Paul G. Kaminski                                       40,320
       Martin W. Kee                                             400
       Brian A. Kosmal                                         2,240
       Michael L. Lander                                       2,240
       Charles E. Lockhart                                     2,000
       Catherine L. Mahoney                                    4,800
       Robert R. Mahoney                                       5,600
       Mary J. Mathews                                           400
       Joseph Maurelli                                        72,000
       Keith J. Maxwell                                        2,240
       James L. May                                            7,200
       James W. McCaskey                                       3,000
       Rodney H. Medford                                         200
       Daniel P. Morrisey                                      4,160
       Michael Mulligan                                        1,600
       Patrick H. Neary                                        1,440
       Dean Olney                                              7,200
       Lawrence F. Page                                       16,000
       Michael J. Park                                         4,800
       Quynh N. Pham                                             800
       Francis S. Quagliata                                   13,600
       Bayard Russell                                            800
       Curtis L. Schehr                                        6,400
       Michele A. Secco                                        4,800
       James G. Shira                                          3,200
       Pemberton Smith                                         8,000
       Jill Townsend                                           3,200
       Gerald H. Tussing                                       5,600
       Max E. Voigtritter                                      1,200
       John Walters                                            4,000
       Samuel C. Ward                                          2,560
       David A. Weiser                                         5,760
       John R. Williamson                                      4,800
       James E. Windham, Jr.                                     400
       John F. Youngworth                                      1,600
       Total:                                                439,640
14
PLAN OF DISTRIBUTION

         We are registering the common stock covered by this prospectus for the
selling stockholders listed in the table set forth in "Selling Stockholders." As
used in this prospectus, "selling stockholder" includes the permitted donees,
transferees, successors-in-interest or others who may later hold such selling
stockholders' interests in the shares of our securities covered hereby and are
entitled to resell shares using this prospectus.

         The selling stockholders may sell the common stock being offered by
this prospectus in one or more of the following ways at various times, which may
include block transactions or crosses:

         -        to underwriters for resale to the public or to institutional
                  investors;

         -        directly to the public or institutional investors; or

         -        through brokers, dealers or agents to the public or to
                  institutional investors.

         The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The selling
stockholders may sell the common stock on the NYSE or any other exchange or
automated quotation system on which our common stock may be listed in the
future, in negotiated transactions or otherwise. Those sales may be made at
fixed prices, at market prices prevailing at the time of sale, at prices related
to the prevailing market prices or at negotiated prices. If underwriters are
used in the sale, the common stock will be acquired by the underwriters for
their own account and may be resold at various times in one or more
transactions, including negotiated transactions, at a fixed public offering
price or prices, which may be changed, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, or at negotiated
prices. A distribution of the common stock by some of the selling stockholders
may also be effected through the issuance by the selling stockholders or others
of derivative securities, including warrants, exchangeable securities, forward
delivery contracts and the writing of put or call options, or a combination of
any of those derivative securities.

         In addition, the selling stockholders may sell some or all of the
shares of common stock covered by this prospectus through:

         -        block trades in which a broker-dealer will attempt to sell as
                  agent, but may position or resell a portion of the block, as
                  principal, in order to facilitate the transaction;

         -        purchases by a broker-dealer, as principal, and resale by the
                  broker-dealer for its account;

         -        ordinary brokerage transactions and transactions in which a
                  broker solicits purchasers; or privately negotiated
                  transactions.

         When selling the common stock, the selling stockholders may enter into
hedging transactions with broker-dealers or other financial institutions. For
example, the selling stockholders may:

         -        enter into transactions involving short sales of the common
                  stock by broker-dealers or other financial institutions;

         -        sell common stock short itself and redeliver such shares to
                  close out its short positions;

         -        enter into options or other types of transactions that require
                  the selling stockholders to deliver common stock to a
                  broker-dealer or other financial institution, who will then
                  resell or transfer the common stock under this prospectus; or

         -        loan or pledge the common stock to a broker-dealer or other
                  financial institution, who may sell the loaned shares or, in
                  the event of default, sell the pledged shares.

         Broker-dealers engaged in connection with the sale of shares of common
stock covered by this prospectus may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders or
purchasers of the shares for whom those broker-dealers may act as agents or to
whom they sell as principal, or both. The compensation of a particular
broker-dealer may be in excess of customary commissions. Broker-dealers

                                       15
engaged by the selling stockholders may allow other broker-dealers to
participate in resales. The selling stockholders and any broker-dealers or
agents involved in the sale or resale of the common stock may qualify as
"underwriters" within the meaning of the Section 2(a)(11) of the Securities Act.
In addition, the commissions, discounts or concessions paid to any such
broker-dealers or agents may qualify as underwriters' compensation under the
Securities Act.

         In addition to selling shares of common stock under this prospectus,
the selling stockholders may:

         -        transfer shares of common stock in other ways not involving
                  market makers or established trading markets, including
                  directly by gift, distribution, or other transfer;

         -        sell shares of common stock under Rule 144 under the
                  Securities Act rather than under this prospectus, if the
                  transaction meets the requirements of Rule 144; or

         -        sell shares of common stock by any other legally available
                  means.

         We are not aware of any agreements, arrangements or understandings
between any of the selling stockholders and brokers, dealers, agents or
underwriters regarding the sale of shares of common stock by the selling
stockholders.

         Upon our being notified by a selling stockholder that any material
arrangement has been entered into with an underwriter, broker-dealer or agent
for the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution, we will file a supplement to this
prospectus, if one is required, under Rule 424(b) under the Securities Act. That
supplement, if required, will disclose, to the extent applicable:

         -        the name of each such selling stockholder and of the
                  participating underwriter, broker-dealer or agent,

         -        the number of shares involved,

         -        the price at which those shares were sold,

         -        the commissions paid or discounts or concessions allowed and

         -        other facts material to the transaction.

         In addition, if required by the Securities Act, we will file a
supplement to this prospectus upon being notified by a selling stockholder that
any successor in interest that is entitled to sell shares using this prospectus
intends to sell more than 500 shares of common stock.

                                  LEGAL MATTERS

         Paul, Weiss, Rifkind, Wharton & Garrison will pass upon the validity of
the common stock offered by this prospectus for us. Paul, Weiss, Rikfind,
Wharton & Garrison has represented certain of the Caxton-Iseman stockholders
from time to time.

                                     EXPERTS

         The consolidated financial statements and schedule of Anteon
International Corporation and subsidiaries as of December 31, 2000 and 2001, and
for each of the years in the three-year period ended December 31, 2001, and the
consolidated financial statements of Analysis & Technology, Inc. and
subsidiaries as of and for the year ended March 31, 1999, have been incorporated
by reference herein and in the registration statement in reliance upon the
reports of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

         The consolidated financial statements of Sherikon, Inc. as of December
31, 1998 and 1999, and for each of the years in the two-year period ended
December 31, 1999 have been incorporated by reference herein and in the
registration statement in reliance upon the report of Keller Bruner & Company
LLP, independent certified public

                                       16
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

         The financial statements of the Training Division of SIGCOM, Inc. as of
December 31, 1999 and 2000, and for each of the years in the two-year period
ended December 31, 2000 have been incorporated by reference herein and in the
registration statement in reliance upon the report of Bason and Company PA,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

                                       17
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents and information previously filed with the
Securities and Exchange Commission by us are hereby incorporated by reference in
this registration statement:

         (1)      The prospectus dated March 11, 2002, as filed by us under Rule
                  424(b) on March 12, 2002.

         (2)      The description of our common stock set forth under the
                  caption "Description of Capital Stock" in our prospectus dated
                  March 11, 2002, as filed by us under Rule 424(b) on March 12,
                  2002.

         All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment which indicates
that all securities registered have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware provides as
follows:

         A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent or another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interest of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.

         A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification will be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in

                                      II-1
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

         Our amended and restated certificate of incorporation provides that we
will indemnify any person, including persons who are not our directors and
officers, to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law.

         In addition, pursuant to our By-laws, we will indemnify our directors
and officers against expenses (including judgments or amounts paid in
settlement) incurred in any action, civil or criminal, to which any such person
is a party by reason of any alleged act or failure to act in his capacity as
such, except as to a matter as to which such director or officer shall have been
finally adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation or not to have acted in good faith in the reasonable
belief that his action was in the best interest of the corporation.

         We maintain directors and officers liability insurance for the benefit
of our directors and certain of our officers.

         Reference is made to Item 9 for our undertakings with respect to
indemnification for liabilities arising under the Securities Act of 1933.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

         The issuance of the common stock to be resold pursuant to this
registration statement was deemed to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act as transactions
by an issuer not involving any public offering.

ITEM 8.    EXHIBITS

4.1          Specimen Stock Certificate (incorporated by reference to Exhibit
             4.7 to the Registration Statement on Form S-1 (Commission File No.
             333-75884) of the Company)
4.2          Form of Amended and Restated Certificate of Incorporation
             (incorporated by reference to Exhibit 3.1 to the Registration
             Statement on Form S-1 (Commission File No. 333-75884) of the
             Company)
4.3          Form of Certificate of Designations of Series A Preferred Stock of
             the Company (incorporated by reference to Exhibit 3.2 to the
             Registration Statement on Form S-1 (Commission File No. 333-75884)
             of the Company)
4.4          Form of By-laws (incorporated by reference to Exhibit 3.3 to the
             Registration Statement on Form S-1 (Commission File No. 333-75884)
             of the Company)
4.5          Form of Rights Agreement (incorporated by reference to Exhibit 4.9
             to the Registration Statement on Form S-1 (Commission File No.
             333-75884) of the Company)
5.1          Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1         Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included as
             part of Exhibit 5.1)
23.2         Consent of KPMG LLP with respect to the Company
23.3         Consent of KPMG LLP with respect to Analysis & Technology, Inc.
23.4         Consent of Keller Bruner & Company LLP with respect to Sherikon,
             Inc.
23.5         Consent of Bason and Company PA with respect to Training Division
             of SIGCOM, Inc.
24.1         Power of Attorney (included on signature page of this Registration
             Statement)

ITEM 9.    UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                                      II-2
(i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement.

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement.
         Provided, however, that paragraphs (a)(i) and (a)(ii) of this section
         do not apply if the registration statement is on Form S-3, Form S-8, or
         Form F-3, and the information required to be included in a post-
         effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the registration
         statement.

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfax, Commonwealth of Virginia, on March 26, 2002.

                               ANTEON INTERNATIONAL CORPORATION

                                By: /s/ Joseph M. Kampf
                                   --------------------------------
                                    Name: Joseph M. Kampf
                                    Title: President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph M. Kampf, Carlton B. Crenshaw and
Curtis L. Schehr, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to intents and purposes as he might do or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on March 26, 2002 by the following persons in
the capacities indicated.

               SIGNATURE                             TITLES
             -------------                         ----------

         /s/ Frederick J. Iseman        Chairman of the Board and Director
------------------------------------
         Frederick J. Iseman

         /s/ Joseph M. Kampf            President, Chief Executive Officer and
------------------------------------    Director
         Joseph M. Kampf

         /s/ Carlton B. Crenshaw        Chief Financial Officer and Chief
------------------------------------    Accounting Officer
         Carlton B. Crenshaw

         /s/ Thomas M. Cogburn          Director
------------------------------------
         Thomas M. Cogburn

         /s/ Gilbert F. Decker          Director
------------------------------------
         Gilbert F. Decker

                                      II-4
SIGNATURE                             TITLES

         /s/ Robert A. Ferris
------------------------------------                Director
         Robert A. Ferris

         /s/ Dr. Paul Kaminski                      Director
------------------------------------
         Dr. Paul Kaminski

         /s/ Steven M. Lefkowitz                    Director
------------------------------------
         Steven M. Lefkowitz

------------------------------------                Director
         William J. Perry

------------------------------------                Director
         Henry Hugh Shelton

         /s/ Thomas J. Tisch                        Director
------------------------------------
         Thomas J. Tisch

                                      II-5
INDEX TO EXHIBITS

4.1      Specimen Stock Certificate (incorporated by reference to Exhibit 4.7 to
         the Registration Statement on Form S-1 (Commission File No. 333-75884)
         of the Company)
4.2      Form of Amended and Restated Certificate of Incorporation (incorporated
         by reference to Exhibit 3.1 to the Registration Statement on Form S-1
         (Commission File No. 333-75884) of the Company)
4.3      Form of Certificate of Designations of Series A Preferred Stock of the
         Company (incorporated by reference to Exhibit 3.2 to the Registration
         Statement on Form S-1 (Commission File No. 333-75884) of the Company)
4.4      Form of By-laws (incorporated by reference to Exhibit 3.3 to the
         Registration Statement on Form S-1 (Commission File No. 333-75884) of
         the Company)
4.5      Form of Rights Agreement (incorporated by reference to Exhibit 4.9 to
         the Registration Statement on Form S-1 (Commission File No. 333-75884)
         of the Company)
5.1      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1     Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included as part
         of Exhibit 5.1)
23.2     Consent of KPMG LLP with respect to the Company
23.3     Consent of KPMG LLP with respect to Analysis & Technology, Inc.
23.4     Consent of Keller Bruner & Company LLP with respect to Sherikon, Inc.
23.5     Consent of Bason and Company PA with respect to Training Division of
         SIGCOM, Inc.
24.1     Power of Attorney (included on signature page of this Registration
         Statement)

                                      II-6