##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K/A





|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

OR



|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

Commission file number 000-22001

DELTEK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

|                                |  |                    
|------------------------------- |  | -------------------
|Virginia                        |  | 54-1252625         
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)



| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | 13880 Dulles Corner Lane, Herndon, Virginia 20171
(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code: (703) 734-8606

Securities registered pursuant to
Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act: None

Common Stock, $.001 par value





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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes   [X]   No   [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   [   ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant as of April 19, 2002, was $53,743,314 based on a total of
7,710,662 shares held by non-affiliates on that date and computed by reference
to the closing price reported on the Nasdaq National Market on that date, which
was $6.97 per share.

Deltek had 15,362,262 shares of common stock, $.001 par value, outstanding
as of April 19, 2002.

Explanatory Note: Deltek hereby amends its Annual Report on Form 10-K for
the year ended December 31, 2001 to include the information required by Part
III of this Report.

DOCUMENTS INCORPORATED BY REFERENCE

None.





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PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers of Deltek

The following information describes the name and principal occupation of
each director and executive officer of Deltek, his or her position with Deltek
and the date he or she first became a director or an executive officer, if
applicable. Unless otherwise indicated below, the business address and
telephone number of each director and executive officer is c/o Deltek Systems,
Inc., 13880 Dulles Corner Lane, Herndon, Virginia 20171 (703) 734-8606. For
the last five years, none of these persons has been convicted in a criminal
proceeding, nor has any of these persons been a party to any judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining that person from future violations of, or prohibiting the activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws. Each director and officer of Deltek is a
United States citizen.

|                   |  |     |    |          |  |                                                                        
|------------------ |  | --- | -- | -------- |  | -----------------------------------------------------------------------
|Name               |  | Age |    | Position
|                   |  |     |    |         
|Kenneth E. deLaski |  |     | 44 |          |  | President, Chief Executive Officer & Chairman
of the Board of Directors
|Donald deLaski     |  |     | 70 |          |  | Director                                                               
|Lori L. Becker     |  |     | 41 |          |  | Chief Financial Officer and Treasurer                                  
|Eric J. Brehm      |  |     | 43 |          |  | Executive Vice President                                               
|Robert E. Gregg    |  |     | 54 |          |  | Director                                                               
|Richard P. Lowrey  |  |     | 42 |          |  | Executive Vice President                                               
|Susan H. ODea     |  |     | 47 |          |  | Executive Vice President                                               
|Darrell J. Oyer    |  |     | 61 |          |  | Director                                                               
|James F. Petersen  |  |     | 58 |          |  | Director                                                               
|Charles W. Stein   |  |     | 61 |          |  | Director                                                               

A description of the background of each of the directors and executive
officers of Deltek is provided below.

Kenneth E. deLaskiwas a co-founder of Deltek in November 1983 and has
served as a director of Deltek since its inception and as Chairman of the Board
of Directors since June 2000. Mr. deLaski also has served as Delteks
President since May 1990 and as its Chief Executive Officer since February

1



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1996. From May 1990 to February 1996, he served as Delteks Chief
Operating Officer. He is the son of Donald deLaski, a director of Deltek.

Donald deLaskiwas a co-founder of Deltek in November 1983 and served as
Chairman of the board of directors from Delteks inception until June 2000.
Mr. deLaski continues to serve as a director of Deltek. He also served as
Delteks Chief Executive Officer from its inception until February 1996, and as
its Treasurer until July 1999. Mr. deLaski is a certified public accountant.
He is the father of Kenneth E. deLaski, President, Chief Executive Officer, and
Chairman of the Board of Directors of Deltek.

Lori L. Beckerwas appointed to her position of Chief Financial Officer
and Treasurer on January 30, 2001. Ms. Becker is a certified public
accountant. She has been with Deltek since 1991 serving in various operational
roles. Prior to coming to Deltek, Ms. Becker was a controller for a government
contractor and a senior auditor for Ernst & Young LLP, accountants.

Eric J. Brehmwas appointed to his position of Executive Vice President
and General Manager of Delteks PSA Division in October 2001. Mr. Brehm joined
Harper & Schuman, Inc. in 1989 and became Vice President of Research and
Development in 1994. In 1998, Deltek acquired Harper & Schuman, Inc. and Mr.
Brehm became Vice President of Advantage Product Development. In February
2000, Mr. Brehm was promoted to Executive Vice President of Product Development
and in October 2001 was assigned to his current role.

Robert E. Gregghas served as a director of Deltek since September 1986.
Since April 2001, Mr. Gregg has been a partner in the law firm of Squire,
Sanders & Dempsey L.L.P., which law firm currently serves as counsel to Deltek.
Prior to joining Squire Sanders, Mr. Gregg was a partner in the law firms of
Hazel, Beckhorn & Hanes, which he joined in 1982, Hazel & Thomas and Reed Smith
Hazel & Thomas, LLP, each of which law firms served as counsel to Deltek.

Richard P. Lowreywas appointed to his position of Executive Vice
President and General Manager of Delteks Enterprise Software Division in
October 2001. Mr. Lowrey joined Deltek in 1995 as a System Consultant. In
1997 he became Director of Training Services and in 1999 was promoted to Vice
President of Business Development. Prior to joining Deltek, Mr. Lowrey was the
assistant controller for a large government contractor.

Susan H. ODeawas appointed to her position of Executive Vice President
and General Manager of Delteks GSC Division in October 2001. Ms. ODea joined
Deltek in 1992 as a system consultant and was promoted to Director of Client
Services in 1996. In 1999 she was promoted to Vice President of the GCS
Product Group.

Darrell J. Oyerbecame a director of Deltek in February 1997. Since June
1991, Mr. Oyer has served as President of Darrell J. Oyer and Company, a
consulting company. Mr. Oyer was previously a partner with Deloitte and Touche
and was previously the Assistant Director of several functional areas of the
Defense Contract Audit Agency.

James F. Petersenbecame a director of Deltek in September 2000. Mr.
Petersen is general manager of Carmel Associates, Inc. which he founded in 1997
and which provides financing and guidance to startup internet application
service providers in the Washington, D.C. area. Prior to that, he founded Best
Software, Inc. in 1982 and served as Best Softwares CEO and Chairman until it
was purchased by The Sage Group in 2000. Before founding Best Software, Mr.
Petersen held several senior management positions at Aspen Systems Corporation.

Charles W. Steinbecame a director of Deltek in April 1997. Since April
1997, Mr. Stein has served as president of Stein Venture Management, a
consulting firm. From February 1987 until January
1997, Mr. Stein served as President and Chief Executive Officer of Netrix
Corporation, a wide area network product and systems company. Mr. Stein was
also a director of Netrix Corporation from February 1987 and its Chairman from
January 1997 until he resigned March 31, 1997.

Delteks executive officers are appointed annually by, and serve at the
discretion of, the board of directors. Each executive officer is a full-time
employee of Deltek. Other than the relationship between Donald deLaski and
Kenneth E. deLaski described herein, there are no family relationships between
any director or executive officer of Deltek.

2



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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), requires Delteks officers and directors, and persons who own
more than 10 percent of a registered class of Delteks equity securities, to
file reports of ownership and changes in ownership of equity securities of
Deltek with the Securities and Exchange Commission and Nasdaq National Market.
Officers, directors and greater than 10 percent stockholders are required by
Securities and Exchange Commission regulations to furnish Deltek with copies of
all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4
furnished to Deltek during its most recent fiscal year and Forms 5 furnished to
Deltek with respect to its most recent fiscal year, as well as written
representations of each reporting person, all reporting persons satisfied the
reporting requirements, except that three Forms 3 were inadvertently filed late
by Richard P. Lowrey, Eric J. Brehm and Susan H. ODea , who became executive
officers for the first time on October 19, 2001.

ITEM 11.  EXECUTIVE COMPENSATION

Executive Compensation

Summary Compensation Information

The following table sets forth information concerning the compensation
earned during the years ended December 31, 1999, 2000, and 2001 by Delteks
Chief Executive Officer and Executive Officers, as
defined in the rules promulgated under the Securities
Exchange Act of 1934, whose compensation exceeded $100,000 (collectively, the
Named Executive Officers):

|                                                         |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  |                        |   |      |  |            |        |           |  |  |   |  |  |  |       | 
|-------------------------------------------------------- |  | ---- | ---- | ---------- |  | ------------------- | ------- | --------------- |  | ------------- | ------ | -------- |  | ---------- | - | ----------- |  | ---------------------- | - | ---- |  | ---------- | ------ | --------- |  |  | - |  |  |  | ----- | 
|                                                         |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  | Long-Term Compensation |   |      |  |           
|                                                         |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  |                        |   |      |  |           
|                                                         |  |      |      |            |  | Annual Compensation |         | Awards          |  | Payouts       |        |          |  |           
|                                                         |  |      |      |            |  |                     |         |                 |  |               |        |          |  |           
|                                                         |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  |                        |   |      |  | Securities |        |           |  |  |   |  |  | 
|                                                         |  |      |      |            |  |                     |         |                 |  |               |        |          |  | Other      |   | Restricted  |  | Underlying             |   |      |  |            |        | All Other
|Name and                                                 |  |      |      |            |  |                     |         |                 |  |               |        |          |  | Annual     |   | Stock       |  | Options/               |   | LTIP |  | Compensa- 
|Principal Position                                       |  | Year |      | Salary ($) |  | Bonus ($)           |         | Compensation($) |  | Awards($) (1) |        | SARs (2) |  | Payouts(#) |   | tion ($)(3)
|                                                         |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |            
|Kenneth E. deLaski,                                      |  |      | 2001 |            |  |                     | 225,000 |                 |  |               |       |          |  |            |  |             |  |                        |  |      |  |            |       |           |  |  |  |  |  |  | 4,000 | 
|President, Chief                                         |  |      | 2000 |            |  |                     | 206,667 |                 |  |               |       |          |  |            |  |             |  |                        |  |      |  |            |       |           |  |  |  |  |  |  | 4,000 | 
|Executive Officer,                                       |  |      | 1999 |            |  |                     | 185,000 |                 |  |               |       |          |  |            |  |             |  |                        |  |      |  |            |       |           |  |  |  |  |  |  | 4,000 | 
|and Chairman of the
Board of Directors                   |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  |                        |   |      |  |            |        |           |  |  |   |  |  |  |       | 
|Lori L. Becker                                           |  |      | 2001 |            |  |                     | 136,777 |                 |  |               | 5,000  |          |  |            |  |             |  |                        |  |      |  |            | 10,000 |           |  |  |  |  |  |  | 4,000 | 
|Chief Financial
Officer and
Treasurer                    |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  |                        |   |      |  |            |        |           |  |  |   |  |  |  |       | 
|Eric J. Brehm                                            |  |      | 2001 |            |  |                     | 206,500 |                 |  |               |       |          |  |            |  |             |  |                        |  |      |  |            | 10,000 |           |  |  |  |  |  |  | 4,000 | 
|Executive Vice
President and
General Manager PSA         |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  |                        |   |      |  |            |        |           |  |  |   |  |  |  |       | 
|Division                                                 |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  |                        |   |      |  |            |        |           |  |  |   |  |  |  |       | 
|Richard P. Lowrey                                        |  |      | 2001 |            |  |                     | 145,416 |                 |  |               |       |          |  |            |  |             |  |                        |  |      |  |            | 10,000 |           |  |  |  |  |  |  | 4,000 | 
|Executive Vice
President an General
Manager ESD
Division |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  |                        |   |      |  |            |        |           |  |  |   |  |  |  |       | 
|Susan H. ODea                                           |  |      | 2001 |            |  |                     | 129,332 |                 |  |               | 19,125 |          |  |            |  |             |  |                        |  |      |  |            | 10,000 |           |  |  |  |  |  |  | 4,000 | 
|Executive Vice
President                                 |  |      |      |            |  |                     |         |                 |  |               |        |          |  |            |   |             |  |                        |   |      |  |            |        |           |  |  |   |  |  |  |       | 



---

|(1) |  | The Named Executive Officer did not hold restricted stock awards as of
the end of the fiscal year. The number and value of the aggregate
restricted stock holdings for Mr. deLaski at the end of the last fiscal
year, based on the closing bid price of Delteks common stock on the
Nasdaq National Market on December 31, 2001, was 4,633,800 shares,
respectively, with a value of $20,481,396 without giving effect to the
consideration paid by the Named Executive Officer.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Represents options granted to named officers during the fiscal year under
the 1996 Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                             
|   
|(3) |  | Includes for 1999, 2000 and 2001 a 401(k) plan profit sharing
contribution of $4,000 for Mr. deLaski and for all other listed Named
Executive Officers a 401(k) plan profit sharing contribution of $4,000 for
2001. Does not include other perquisites and personal benefits the
aggregate amount of which did not exceed 10% of the total annual salary
and bonus reported for the Named Executive Officer.                                                                     

3



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Option Grants in Last Fiscal Year

The following table sets forth information concerning grants of options to
purchase Delteks common stock made during the year ended December 31, 2001 to
the Named Executive Officers.

|                   |  |                   |        |                |  |           |     |                  |  |    |      |                |  |                  |           |  |  |                      |        |  |  |   |         | 
|------------------ |  | ----------------- | ------ | -------------- |  | --------- | --- | ---------------- |  | -- | ---- | -------------- |  | ---------------- | --------- |  |  | -------------------- | ------ |  |  | - | ------- | 
|                   |  |                   |        |                |  |           |     |                  |  |    |      |                |  |                  |           |  |  | Potential Realizable
|                   |  | Individual Grants |        |                |  |           |     | Value At Assumed
|                   |  |                   |        |                |  |           |     | Annual Rates of 
|                   |  | Number of         |        | % of Total     |  |           |     |                  |  |    |      |                |  | Stock Price     
|                   |  | Shares            |        | Options        |  |           |     |                  |  |    |      |                |  | Appreciation for
|                   |  | Underlying        |        | Granted to     |  | Exercise  |     |                  |  |    |      | Option Term(2)
|                   |  | Options           |        | Employees in   |  | Price Per |     | Expiration       |  |   
|Name               |  | Granted           |        | Fiscal Year(1) |  | Share     |     | Date             |  | 5% |      | 10%           
|                   |  |                   |        |                |  |           |     |                  |  |    |      |               
|Kenneth E. deLaski |  |                   |       |                |  |           |    |                  |  |    |     |                |  |                  |          |  |  |                      |       |  |  |   |        | 
|Lori L. Becker     |  |                   | 10,000 |                |  |           | 6.3 |                  |  | $  | 7.00 |                |  |                  | 1/30/2011 |  |  | $                    | 44,022 |  |  | $ | 111,562 | 
|Eric J. Brehm      |  |                   | 10,000 |                |  |           | 6.3 |                  |  | $  | 3.75 |                |  |                  | 3/30/2011 |  |  | $                    | 23,584 |  |  | $ | 59,765  | 
|Richard P. Lowrey  |  |                   | 10,000 |                |  |           | 6.3 |                  |  | $  | 3.75 |                |  |                  | 3/30/2011 |  |  | $                    | 23,584 |  |  | $ | 59,765  | 
|Susan H. ODea     |  |                   | 10,000 |                |  |           | 6.3 |                  |  | $  | 3.75 |                |  |                  | 3/30/2011 |  |  | $                    | 23,584 |  |  | $ | 59,765  | 



---

|(1) |  | Deltek granted options to purchase an aggregate of 159,322 shares of its
common stock to employees during the year ended December 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The potential realizable value is based on the term of the option at the
time of grant (ten years). Potential gains are net of the exercise price
but before taxes associated with the exercise. Amounts represent
hypothetical gains that could be achieved for the respective options if
exercised at the end of the option term. The assumed 5% and 10% rates of
stock price appreciation are provided in accordance with the rules of the
Securities and Exchange Commission and do not represent Delteks estimate
or projection of the future common stock price. Actual gains, if any, on
stock option exercises are dependant on the future financial performance
of Deltek, overall market conditions and the option holders continued
employment through the vesting period. This table does not take into
account any appreciation in the price of the common stock from the date of
grant to the date hereof.

Option Exercises and 2001 Fiscal Year-End Option Values

The following table sets forth information concerning the exercise of
stock options during the year ended December 31, 2001 and the value of options
held as of such date by the Named Executive Officers:

|                   |  |               |   |             |  |             |   |                              |  |                         |       |                      |  |  |       |  |  |   |     |  |  |   |     | 
|------------------ |  | ------------- | - | ----------- |  | ----------- | - | ---------------------------- |  | ----------------------- | ----- | -------------------- |  |  | ----- |  |  | - | --- |  |  | - | --- | 
|                   |  |               |   |             |  |             |   |                              |  | Number of Securities    |       | Value of Unexercised
|                   |  | Number of     |   |             |  |             |   | Underlying Unexercised       |  | In-the-Money Options at
|                   |  | Shares        |   |             |  |             |   | Options at December 31, 2001 |  | December 31, 2001(2)   
|                   |  | Acquired      |   | Value       |  |             |   |                             
|Name               |  | Upon Exercise |   | Received(1) |  | Exercisable |   | Unexercisable                |  | Exercisable             |       | Unexercisable       
|                   |  |               |   |             |  |             |   |                              |  |                         |       |                     
|Kenneth E. deLaski |  |               |  |             |  |             |  |                              |  |                         |      |                      |  |  |      |  |  |   |    |  |  |   |    | 
|Lori L. Becker     |  |               |  |             |  |             |  |                              |  |                         | 3,675 |                      |  |  | 9,925 |  |  | $ | 756 |  |  | $ | 756 | 

4



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|                  |  |  |   |  |  |  |   |  |  |  |        |  |  |  |        |  |  |   |       |  |  |   |       | 
|----------------- |  |  | - |  |  |  | - |  |  |  | ------ |  |  |  | ------ |  |  | - | ----- |  |  | - | ----- | 
|Eric J. Brehm     |  |  |  |  |  |  |  |  |  |  | 21,970 |  |  |  | 38,505 |  |  | $ | 1,256 |  |  | $ | 5,444 | 
|Richard P. Lowery |  |  |  |  |  |  |  |  |  |  | 9,596  |  |  |  | 21,009 |  |  | $ | 1,256 |  |  | $ | 5,444 | 
|Susan H. ODea    |  |  |  |  |  |  |  |  |  |  | 7,725  |  |  |  | 17,025 |  |  | $ | 2,516 |  |  | $ | 6,284 | 



---

|(1) |  | Value Received represents the fair market value of the underlying
common stock on the exercise date minus the aggregate exercise price of
such options.          
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Based upon the closing bid price on Nasdaq of Delteks common stock as of
December 31, 2001 of $4.42 per share, minus the aggregate exercise price
of such options.

1996 Stock Option Plan

Delteks 1996 Stock Option Plan (the 1996 Option Plan) was adopted by
the Board of Directors in November 1996 and approved by Delteks shareholders
in December 1996. A total of 2,100,000 shares of common stock have been
reserved for issuance under the 1996 Option Plan. The 1996 Option Plan is
administered by the Board of Directors or a committee thereof. The 1996 Option
Plan provides for grants of incentive stock options, within the meaning of
Section 422 of the Code, to employees (including officers and employee
directors), and for grants of nonstatutory options to employees, non-employee
directors and consultants. The 1996 Option Plan will terminate in December
2006, unless terminated sooner by the Board of Directors.

The exercise price of stock options granted under the 1996 Option Plan
must be not less than the fair market value of the common stock on the date of
grant. With respect to any optionee who owns stock representing more than 10%
of the voting power of all classes of Delteks outstanding capital stock, the
exercise price of any incentive stock option must be equal to at least 110% of
the fair market value of the common stock on the date of grant, and the term of
the option must not exceed 5 years. The terms of all other options may not
exceed 10 years. The aggregate fair market value of common stock (determined
as of the date of the option grant) for which an incentive stock option may for
the first time become exercisable in any calendar year may not exceed $100,000.
The Board of Directors or any committee administering the 1996 Option Plan has
discretion to determine exercise schedules and vesting requirements, if any, of
all option grants under the 1996 Option Plan.

As of December 31, 2001, options to purchase an aggregate of 1,401,033
shares were outstanding under the 1996 Option Plan, at exercise prices ranging
from $3.75 per share to $18.69 per share and 609,724 options were exercisable
as of December 31, 2001. In 2001, 40,000 options were granted to executive
officers under the Plan. Options totaling 119,322 shares were granted under
the Plan in 2001 to all employees (excluding executive officers) as a group.
Options granted through December 31, 2000 generally become exercisable in 5
annual installments beginning 1 year after the date of the option grant. In
January 2001, the Board of Directors authorized quarterly vesting of options
over a 4 year period for options granted on and after January 1, 2001.

Employee Time Accelerated Stock Option Plan

Delteks Employee Time Accelerated Stock Option Plan (the Accelerated
Plan) was adopted by Delteks Board of Directors and approved by its
shareholders in April 1996. A total of 1,500,000 shares of common stock
originally were reserved for issuance under the Accelerated Plan. In December
1996, Delteks Board of Directors reduced the number of shares of common stock
reserved for issuance under the Accelerated Plan to 679,500, the number of
shares of common stock issuable upon the exercise of options then outstanding.
The Accelerated Plan provides for grants of nonstatutory options to key
employees of Deltek. The Accelerated Plan was discontinued at the time of the
adoption of the 1996 Option Plan, and no additional options will be granted
under the Accelerated Plan. Options previously

5



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##### 



granted under the Accelerated Plan will continue to be governed by the
terms of the Accelerated Plan, which will be administered by the Board of
Directors.

The exercise price of options granted under the Accelerated Plan must be
not less than the fair market value of the common stock on the date of grant.
The term of options granted under the Accelerated Plan is 10 years, subject to
certain exceptions. All of the options granted under the Accelerated Plan
become exercisable on January 1, 2004. Any options that are fully vested at
the time an optionees employment with Deltek terminates for any reason (other
than death, disability or retirement) terminate 3 months after the date of
termination unless earlier exercised.

As of December 31, 2001, options to purchase 217,150 shares of common
stock, at a weighted average exercise price of $4.00 per share, were
outstanding under the Accelerated Plan and 214,150 of such options were
exercisable.

1987 Employee Stock Option Plan

Delteks 1987 Employee Stock Option Plan (the 1987 Option Plan) was
adopted by Delteks Board of Directors and approved by its shareholders in
December 1987. A total of 900,000 shares of common stock originally were
reserved for issuance under the 1987 Option Plan. In December 1996, Delteks
Board of Directors reduced the number of shares of common stock reserved for
issuance under the 1987 Option Plan to 388,500, the number of shares of common
stock issuable upon the exercise of options outstanding as of September 30,
1996. The 1987 Option Plan provided for grants of nonstatutory options to key
employees of Deltek. The 1987 Option Plan was discontinued at the time of the
adoption of the 1996 Option Plan, and no additional options will be granted
under the 1987 Option Plan. Options previously granted under the 1987 Option
Plan will continue to be governed by the terms of the 1987 Option Plan, which
will be administered by the Board of Directors.

The exercise price of options granted under the 1987 Option Plan is based
on the book value of the common stock at the end of the fiscal year immediately
prior to the year in which the option is granted, as reflected in Delteks
audited financial statements, reduced by any dividend declared by Deltek with
respect to the previous fiscal year. The term of options granted under the
1987 Option Plan is 10 years, subject to certain exceptions. Generally,
options granted under the 1987 Option Plan become exercisable pursuant to a
5-year vesting schedule provided the optionee remains employed full time by
Deltek and are subject to a right of repurchase by Deltek upon the termination
of the optionees employment.

As of December 31, 2001, options to purchase 27,850 shares of common stock
were outstanding and exercisable under the 1987 Option Plan at exercise prices
ranging from $.39 to $.52 per share.

1996 Employee Stock Purchase Plan

Delteks 1996 Employee Stock Purchase Plan (the Purchase Plan) was
adopted by Delteks Board of Directors in November 1996 and approved by its
shareholders in December 1996. A total of 400,000 shares of common stock are
reserved for issuance under the Purchase Plan. The Purchase Plan, which is
intended to qualify under Section 423 of the Code, is administered by the Board
of Directors or a committee thereof. Employees (including officers and
employee directors of Deltek) are eligible to participate in the Purchase Plan
if they are customarily employed for more than 20 hours per week 5 months per
year. The Purchase Plan permits eligible employees to purchase common stock
through payroll deductions, which may not exceed 10% of an employees
compensation. The price at which stock may be purchased under the Purchase
Plan is equal to 85% of the lower of the fair market value of the common stock
on the first day of the offering period or the last day of the offering period.
Employees may end their participation in the offering at any time during the
offering period, and participation ends automatically on termination of a
participants employment with Deltek. In addition, participants may not
purchase shares of common stock having a value (measured at the beginning of
the offering period) greater than $25,000 in any calendar year.

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As of December 31, 2001, 275,020 shares of common stock have been issued
under the Purchase Plan.

Director Compensation

Directors who are not employees of Deltek receive $1,000 for each meeting
of the Board of Directors or any committee thereof attended in person and $500
for each such meeting attended telephonically, except that if a committee
meeting is held on the same day as a meeting of the full Board of Directors,
the compensation for attendance at such committee meeting is $300. In
addition, each of the outside directors receives a quarterly stipend of $1,000, and the Chairman
of the Audit Committee receives an additional stipend of $2,000 per quarter.
Deltek reimburses outside directors for any travel expenses incurred in
connection with attending Board of Directors or committee meetings. Each of
the outside directors, except for Donald deLaski, has been granted nonqualified
options under Delteks 1996 Stock Option Plan to purchase shares
of Deltek's common stock at prices ranging from $7.656 to $11.00 per
share. Messrs. Gregg, Oyer, and Stein have each been granted options
to purchase 12,000 shares. Mr. Petersen has been granted options to
purchase 4,000 shares. Directors who are employees of Deltek will
receive no additional cash compensation for their services as members
of the Board of Directors or committees thereof other than
reimbursement for travel expenses incurred in connection with
attending Board of Directors and committee meetings.

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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of April 19, 2002, Deltek had outstanding 15,362,262 shares of common
stock. The following table presents information about the beneficial ownership
of Deltek common stock, as of April 19, 2002, by each person or group known by
Deltek to own more the 5% of the common stock, by each director and executive
officer of Deltek, and by all directors and executive officers of Deltek as a
group:

|                                                             |  |                          |           |            |  |  |      | 
|------------------------------------------------------------ |  | ------------------------ | --------- | ---------- |  |  | ---- | 
|Name of Beneficial Owner                                     |  | Amount and Nature of     |           | Percent of
|                                                             |  | Beneficial Ownership (1) |           | Class     
|                                                             |  |                          |           |           
|Kenneth E. deLaski                                           |  |                          | 4,833,800 | (2)        |  |  | 31.5 | 
|Donald deLaski                                               |  |                          | 2,818,400 | (3)        |  |  | 18.3 | 
|Lori L. Becker                                               |  |                          | 6,825     | (4)        |  |  | *    | 
|Eric J. Brehm                                                |  |                          | 27,640    | (5)        |  |  | *    | 
|Robert E. Gregg                                              |  |                          | 12,000    | (6)        |  |  | *    | 
|Richard P. Lowrey                                            |  |                          | 9,309     | (7)        |  |  | *    | 
|Susan H. ODea                                               |  |                          | 12,470    | (8)        |  |  | *    | 
|Darrell J. Oyer                                              |  |                          | 15,319    | (9)(10)    |  |  | *    | 
|James F. Petersen                                            |  |                          | 4,000     | (11)       |  |  | *    | 
|Charles W. Stein                                             |  |                          | 15,350    | (12)       |  |  | *    | 
|All directors and executive
officers as a group
(10 persons) |  |                          | 7,755,113 |            |  |  | 50.5 | 



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|*   |  | Represents less than one percent.                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Unless otherwise indicated and subject to community property laws where
applicable, the persons named in this table have sole voting and sole
investment power with respect to the shares shown as beneficially owned by
them. Beneficial ownership is determined in accordance with Rule 13d-3
under the Exchange Act.                                                                                                                      
|   
|(2) |  | Includes 68,500 shares held by various trusts for which Kenneth E.
deLaski and his spouse serve as the trustees and 930,650 shares held of
record or beneficially by Kenneth E. deLaskis spouse, Tena R. deLaski.
Excludes 178,000 shares held by a foundation established by Kenneth E.
deLaski for which Kenneth E. deLaski and his spouse serve as the directors
and officers. Mr. deLaski disclaims beneficial ownership of such shares.
|   
|(3) |  | Excludes 445,000 shares held by a foundation established by Donald
deLaski for which Donald deLaski and his spouse serve as the directors and
officers. Mr. deLaski disclaims beneficial ownership of such shares.                                                                                                                                                                                                                           

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|(4)  |  | Includes 6,725 shares issuable upon exercise of vested options and
excludes 6,875 shares issuable upon exercise of unvested options.  
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------
|    
|(5)  |  | Includes 24,595 shares issuable upon exercise of vested options and
excludes 35,880 shares issuable upon exercise of unvested options.
|    
|(6)  |  | Includes 12,000 shares issuable upon exercise of vested options.                                                                      
|    
|(7)  |  | Includes 8,521 shares issuable upon exercise of vested options and
excludes 19,584 shares issuable upon exercise of unvested options. 
|    
|(8)  |  | Includes 9,850 shares issuable upon exercise of vested options and
excludes 14,900 shares issuable upon exercise of unvested options. 
|    
|(9)  |  | Includes 319 shares owned by Mr. Oyers spouse. Mr. Oyers shares are
held in a pension trust for which he serves as trustee.         
|    
|(10) |  | Includes 12,000 shares issuable upon exercise of vested options.                                                                      
|    
|(11) |  | Includes 4,000 shares issuable upon exercise of vested options.                                                                       
|    
|(12) |  | Includes 12,000 shares issuable upon exercise of vested options.                                                                      

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Robert E. Gregg, a director of Deltek, is a partner with Squire, Sanders &
Dempsey L.L.P., a law firm that Deltek has retained. The legal fees paid to
Squire, Sanders & Dempsey L.L.P. by Deltek did not exceed 5% of the gross
revenues of Squire, Sanders & Dempsey L.L.P. during the firms last full fiscal
year.

Deltek has entered into indemnification agreements with certain of its
executive officers and directors setting forth certain procedures and other
conditions applicable for claims for indemnification pursuant to Delteks
articles of incorporation and agreeing, subject to certain limitations, to
obtain and maintain directors and officers liability insurance coverage for
its directors and officers.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.

|               |  |                                                                                                                               
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------
|April 30, 2002 |  | /s/ Kenneth E. deLaskiKenneth E. deLaski, Chairman of the Board
of Directors, President, Chief Executive
Officer, and Director
|              
|April 30, 2002 |  | /s/ Lori L. BeckerLori L. Becker, Chief Financial Officer
Principal Financial and Accounting Officer                          
|              
|April 30, 2002 |  | /s/ Donald deLaskiDonald deLaski, Director                                                                                    
|              
|April 30, 2002 |  | /s/ Darrell J. OyerDarrell J. Oyer, Director                                                                                  
|              
|April 30, 2002 |  | /s/ Charles W. SteinCharles W. Stein, Director                                                                                
|              
|April 30, 2002 |  | /s/ Robert E. GreggRobert E. Gregg, Director                                                                                  
|              
|April 30, 2002 |  | /s/ James F. PetersenJames F. Petersen, Director                                                                              

10