**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**FORM 10–K/A**

 

**ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

 

**For thefiscal year ended December 31, 2004**

 

**CommissionFile Number:     0–19394**

 

**GTSI CORP.**

(Exact name ofregistrant as specified in its charter)

 
| **Delaware**                                                    | ** ** | **54–1248422**                   |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                            |       |                                  |
| **3901 Stonecroft Boulevard, Chantilly, VA**                    | ** ** | **20151-1010**                        |
| (Address of principal executive offices)                        |       | (Zip Code)                            |
|                                                            |       |                                  |
| **703–502–2000**                                      |
| (Registrant’s telephone number, including area code)       |

 

Securitiesregistered pursuant to section 12(b) of the Act:  **None**

 

Securitiesregistered pursuant to section 12(g) of the Act:   **Common Stock, par value $0.005 per share**

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.        YES  ý       NO  o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.   o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2of the Act).YES  ý       NO  o

 

Theaggregate market value of the voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, asof June 30, 2004 was $98,698,256.

 

Thenumber of shares outstanding of the registrant’s common stock on March 1,2005 was 8,988,143.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Items10, 11, 12, 13 and 14 of Part III of this Form 10-K are incorporatedby reference to GTSI’s proxy statement filed with the Securities and ExchangeCommission on March 28, 2005 in connection with the Annual Meeting ofStockholders to be held on April 21, 2005.

 

 

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**PART III**

 

**ITEM 10.****                                              DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

The information required by this Item is incorporatedby reference to the sections of the Registrant’s definitive Proxy Statement forthe Annual Meeting of Stockholders scheduled to be held on April 21, 2005 (the “Proxy Statement”) entitled “Proposal1 - Election of Directors,” “Executive Officers,” “Common Stock Ownership ofPrincipal Stockholders and Management,” “Code of Ethics,” “Audit Fees,” and “Reportof the Audit Committee of the Board.”  The Proxy Statement will be filed with theCommission within 120 days after December 31, 2004.

 

**ITEM 11.****                                              EXECUTIVECOMPENSATION**

 

The information required by this Item is incorporatedby reference to the sections of the Proxy Statement entitled “ExecutiveOfficers,” “Executive Compensation and Other Information,” and “CompensationCommittee Report on Executive Compensation.”

 

**ITEM 12.****                                              SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

The information required by this Item is incorporatedby reference to the section of the Proxy Statement entitled “Common StockOwnership of Principal Stockholders and Management.”

 

**ITEM 13.****                                             ****CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**

 

The information required by this Item is incorporatedby reference to the sections of the Proxy Statement entitled “Proposal 1 -Election of Directors,” “Continuing Directors,” “Board of Directors,Committees, and Corporate Governance,” “Proposal 2 – Amendment of the 1996Stock Option Plan,” “Executive Compensation and Other Information,” and “CertainRelationships and Related Transactions.”

 

**ITEM 14.****                                             ****PRINCIPAL ACCOUNTING FEES ANDSERVICES**

 

The information required by this Item is incorporatedby reference to the sections of the Proxy Statement entitled “Report of theAudit Committee of the Board” and “Audit Fees.”

 

**ITEM  15.****                                          ****EXHIBITS, FINANCIAL STATEMENTSAND SCHEDULES, AND REPORTS ON FORM 8-K:**

 

**Exhibits**

 

Exhibit 32is filed as part of this Annual Report on Form 10-K/A.

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15 (d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon April 5, 2005 on its behalf by the undersigned thereunto dulyauthorized.

 
|   | **GTSI  CORP.**                       |
|--------|---------------------------------------|
|   |                                  |
|   | By:                                   | /s/  M. DENDY YOUNG |   |
|   | Dendy  Young                          |
|   | Chairman  and Chief Executive Officer |
|        |                                       |  |  |

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed on April 5, 2005 by the following persons on behalf of theregistrant and in the capacities indicated.

 
| /s/  M. DENDY YOUNG                                |   |
|----------------------------------------------------|--------|
| M.  Dendy Young                                    |
| Chairman  and Chief Executive Officer              |
| (Principal  Executive Officer)                     |
|                                               |
| /s/  THOMAS A. MUTRYN                              |   |
| Thomas  A. Mutryn                                  |
| Senior  Vice President and Chief Financial Officer |
| (Principal  Financial and Accounting Officer)      |
|                                               |
| /s/  THOMAS HEWITT                                 |   |
| Thomas  Hewitt                                     |
| Director                                           |
|                                               |
| /s/  LEE JOHNSON                                   |   |
| Lee  Johnson                                       |
| Director                                           |
|                                               |
| /s/  JOSEPH KEITH KELLOGG                          |   |
| Joseph  Keith Kellogg                              |
| Director                                           |
|                                               |
| /s/  STEVEN KELMAN                                 |   |
| Steven  Kelman                                     |
| Director                                           |
|                                               |
| /s/  JAMES J. LETO                                 |   |
| James  J. Leto                                     |
| Director                                           |
|                                               |
| /s/  BARRY REISIG                                  |   |
| Barry  Reisig                                      |
| Director                                           |

 

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| /s/  LAWRENCE J. SCHOENBERG |   |
|-----------------------------|--------|
| Lawrence  J. Schoenberg     |
| Director                    |
|                        |
| /s/  JOHN M. TOUPS          |   |
| John  M. Toups              |
| Director                    |
|                        |
| /s/  DANIEL R. YOUNG        |   |
| Daniel  R. Young            |
| Director                    |

 

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