UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-31334
SRA International, Inc.
(Exact name of Registrant as Specified in its Charter)
| Virginia | 54-1013306 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 4300 Fair Lakes Court, Fairfax, Virginia | 22033 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 803-1500
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller Reporting Company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ¨ No x
As of April 30, 2012, there were 1,000 shares outstanding of the registrant’s common stock.
Explanatory Note
The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission on May 15, 2012, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
PART II. OTHER INFORMATION
Item 6. Exhibits
| Exhibit No. |
Description | |
| 10.1 | * | Sterling Holdco Inc. Stock Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-4 filed on March 30, 2012) |
| 10.2 | * | Sterling Holdco Inc. Nonqualified Stock Option Agreement (incorporated by reference to the Company’s Registration Statement on Form S-4 filed on March 30, 2012) |
| 10.3 | * | Form of Management Stockholders Agreement (incorporated by reference to the Company’s Registration Statement on Form S-4/A filed on May 10, 2012) |
| 31.1 | * | Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2012) |
| 31.2 | * | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2012) |
| 32.1 | * | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2012) |
| 32.2 | * | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2012) |
| 101 INS | + | XBRL Instance Document |
| 101 SCH | + | XBRL Schema Document |
| 101 CAL | + | XBRL Calculation Linkbase Document |
| 101 LAB | + | XBRL Labels Linkbase Document |
| 101 PRE | + | XBRL Presentation Linkbase Document |
| 101 DEF | + | XBRL Definition Linkbase Document |
| * | Previously filed | |
| + | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the county of Fairfax, Virginia on the 11th day of June, 2012.
| SRA INTERNATIONAL, INC. | |||
| By: | /S/ WILLIAM L. BALLHAUS | ||
|
William L. Ballhaus President and Chief Executive Officer (Principal Executive Officer) | |||
| By: | /S/ RICHARD J. NADEAU | ||
|
Richard J. Nadeau Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||