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.
(Name of Subject Company)
Stanley, Inc.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
854532108
(CUSIP Number of Class of Securities)
Scott D. Chaplin, Esq.
Senior Vice President and General Counsel
Stanley, Inc.
3101 Wilson Boulevard, Suite 700
Arlington, VA 22201
Telephone: (703) 684-1125
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
With copies to:
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
o Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This Amendment No. 4 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Stanley, Inc., a Delaware corporation
(the Company), initially filed on May 20, 2010, as amended by Amendment No. 1 thereto filed
on May 26, 2010, Amendment No. 2 thereto filed on June 1, 2010 and Amendment No. 3 thereto filed on
June 8, 2010 (the Initial Schedule 14D-9). The Initial Schedule 14D-9 relates to the cash tender
offer by CGI Fairfax Corporation (the Offeror), 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.
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ITEM 8. |
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ADDITIONAL INFORMATION. |
Item 8 of Initial Schedule 14D-9 is hereby amended and supplemented by adding the following
text at the end of Item 8:
Extension of the Offer
On June 18, 2010, CGI issued a press release announcing that the Offeror has extended the
Offer until 12:00 midnight, New York City time, on Friday, July 9, 2010. The Offer had been
previously scheduled to expire at 12:00 midnight, New York City time, on Thursday, June 17, 2010.
Computershare Investor Services Inc., the depositary for the Offer, has advised CGI that, as of the
close of business on Thursday, June 17, 2010, the stockholders of the Company (i) had tendered and not validly withdrawn approximately 15,848,587 shares of the Company Common Stock
and (ii) had instructed to be delivered under the Company 401(k) and Employee Stock Ownership Plan approximately 1,465,162 shares of the Company Common Stock, together representing
approximately 71.1% of the outstanding shares of the Company Common Stock. A copy of the press release is filed as
Exhibit (a)(12) hereto and is incorporated herein by reference.
Item 9 of the Initial Schedule 14D-9 is hereby amended and supplemented by adding the
following Exhibit:
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Exhibit No. |
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Description |
(a)(12)
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Press
Release issued by CGI Group Inc., CGI Federal Inc. and CGI Fairfax
Corporation on June 18, 2010 |
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