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.

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)

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. 8 (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, Amendment No. 3 thereto filed on June 8, 2010, Amendment No. 4 thereto filed on June 18, 2010, Amendment No. 5 thereto filed on July 12, 2010, Amendment No. 6 thereto filed on July 16, 2010 and Amendment No. 7 thereto filed on August 2, 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.

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 — Approval under National Security Regulations”:

     “On August 3, 2010, the Company and CGI issued a press release announcing that CFIUS has concluded its investigation relating to the Offer and determined that there are no unresolved national security concerns with the Offer and the Merger and, accordingly, the condition to the Offer relating to a determination by CFIUS that there are no unresolved national security concerns has been satisfied. Additionally, the press release announced that DSS has approved a FOCI mitigation plan for the Company’s business in connection with the Offer and, accordingly, the condition to the Offer relating to the approval by DSS of a FOCI mitigation plan has been satisfied. A copy of the press release is filed as Exhibit (a)(17) hereto and is incorporated herein by reference.”

Item 8 of Initial Schedule 14D-9 is hereby amended and supplemented by adding the following text before the subsection entitled “Alternative Acquisition Proposals”:

     “Extension of the Offer

     On August 3, 2010, CGI issued a press release announcing that the Offeror has extended the Offer until 12:00 midnight, New York City time, on Monday, August 16, 2010. The Offer had been previously scheduled to expire at 12:00 midnight, New York City time, on Monday, August 2, 2010. Computershare Investor Services Inc., the depositary for the Offer, has advised CGI that, as of the close of business on Monday, August 2, 2010, the stockholders of the Company had tendered and not validly withdrawn approximately 19,148,251 shares of the Company Common Stock, representing approximately 79% of the outstanding shares of the Company Common Stock. A copy of the press release is filed as Exhibit (a)(18) hereto and is incorporated herein by reference.”

ITEM 9. EXHIBITS.

Item 9 of the Initial Schedule 14D-9 is hereby amended and supplemented by adding the following Exhibits:

Exhibit No.		Description
(a)(17)		Press Release issued by CGI Group Inc., CGI Federal Inc., CGI Fairfax Corporation and Stanley, Inc. on August 3, 2010
(a)(18)		Press Release issued by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on August 3, 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.

Dated: August 3, 2010