UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

Stanley, Inc.

Stanley, Inc.

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

854532108
(CUSIP Number of Class of Securities)

Stephen L. Burns, Esq.
Craig F. Arcella, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

     This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed on May 20, 2010 (the “Initial Schedule 14D-9”), by Stanley, Inc., a Delaware corporation (the “Company”). The Initial Schedule 14D-9 relates to the cash tender offer by CGI Fairfax Corporation, a Delaware corporation and an indirect wholly owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec, Canada (“CGI”), disclosed in a Tender Offer Statement on Schedule TO, dated May 20, 2010 (the “Schedule TO”), filed with the Securities and Exchange Commission, to purchase all of the outstanding common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), at a price of $37.50 per share of Company Common Stock, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 20, 2010 and in the related Letter of Transmittal, which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) thereto. Except as otherwise set forth below, the information set forth in the Initial Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Initial Schedule 14D-9.

ITEM 8. ADDITIONAL INFORMATION.

     Item 8 of the Initial Schedule 14D-9 is hereby amended and supplemented by adding the following to the end of the subsection entitled “Regulatory Approvals-U.S. Antitrust Approval”:

     On May 26, 2010, CGI issued a press release announcing that on May 24, 2010, the FTC granted early termination of the waiting period under the HSR Act applicable to the Offer and, accordingly, the condition to the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied. A copy of the press release is filed as Exhibit (a)(10) hereto and is incorporated herein by reference.

ITEM 9. EXHIBITS.

     The following Exhibits are filed herewith or incorporated herein by reference:

Exhibit No.		Description
(a)(10)		Press Release issued by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on May 26, 2010.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

		STANLEY, INC.
		By: Name:		/s/ Philip O. Nolan   Philip O. Nolan
		Title:		Chairman, President and Chief Executive Officer

Dated: May 26, 2010