UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

SM&A

(Name of Issuer)

 

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

 

78465D105

(CUSIP Number)

 

 

Mill Road Capital, L.P.

Attn: Thomas E. Lynch

Two Sound View Drive

Suite 300

Greenwich, CT 06830

203-987-3501

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

October 14, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 78465D105		13D		Page 2 of 10 Pages

 

1.		Names of Reporting Persons.               Thomas E. Lynch
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)               OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or Place of Organization               USA

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person With		7.    Sole Voting Power
		8.    Shared Voting Power                   1,581,676
		9.    Sole Dispositive Power
		10.    Shared Dispositive Power                   1,581,676

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               1,581,676
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)               8.6%
14.		Type of Reporting Person (See Instructions)                IN; HC

 

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CUSIP No. 78465D105		13D		Page 3 of 10 Pages

 

1.		Names of Reporting Persons.               Charles M. B. Goldman
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)               OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or Place of Organization               USA

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person With		7.    Sole Voting Power
		8.    Shared Voting Power                   1,581,676
		9.    Sole Dispositive Power
		10.    Shared Dispositive Power                   1,581,676

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               1,581,676
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)               8.6%
14.		Type of Reporting Person (See Instructions)               IN; HC

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CUSIP No. 78465D105		13D		Page 4 of 10 Pages

 

1.		Names of Reporting Persons.               Scott P. Scharfman
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)               OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or Place of Organization               USA

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person With		7.    Sole Voting Power
		8.    Shared Voting Power                   1,581,676
		9.    Sole Dispositive Power
		10.    Shared Dispositive Power                   1,581,676

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               1,581,676
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)               8.6%
14.		Type of Reporting Person (See Instructions)               IN; HC

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CUSIP No. 78465D105		13D		Page 5 of 10 Pages

 

1.		Names of Reporting Persons               Mill Road Capital GP LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)               OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or Place of Organization               Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person With		7.    Sole Voting Power                   1,581,676
		8.    Shared Voting Power
		9.    Sole Dispositive Power                   1,581,676
		10.    Shared Dispositive Power

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               1,581,676
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)               8.6%
14.		Type of Reporting Person (See Instructions)               OO; HC

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CUSIP No. 78465D105		13D		Page 6 of 10 Pages

 

1.		Names of Reporting Persons.               Mill Road Capital, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)               WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
6.		Citizenship or Place of Organization               Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person With		7.    Sole Voting Power                   1,581,676
		8.    Shared Voting Power
		9.    Sole Dispositive Power                   1,581,676
		10.    Shared Dispositive Power

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               1,581,676
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.		Percent of Class Represented by Amount in Row (11)               8.6%
14.		Type of Reporting Person (See Instructions)               PN

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CUSIP No. 78465D105				Page 7 of 10 Pages

 

This Amendment No.1 (this “Amendment”) to the joint statement on Schedule 13D with respect to the common stock, par value $0.0001 per share, of SM&A, a Delaware corporation, filed by the undersigned on September 22, 2008 (the “Schedule 13D”) amends the Schedule 13D as follows:

1. Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:

“Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons acquired beneficial ownership of an aggregate of 1,581,676 shares of Common Stock for $5,007,113.55 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.”

2. Item 5(a) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(a) In the aggregate, the Reporting Persons beneficially own, as of October 15, 2008, 1,581,676 shares of the Common Stock, representing approximately 8.6% of such class of securities. The Fund, the GP, as the sole general partner of the Fund, and each Manager, as a management committee director of the GP, each beneficially owns, as of October 15, 2008, 1,581,676 shares of the Common Stock, representing approximately 8.6% of such class of securities. These percentages of beneficial ownership are based on a total of 18,400,785 shares of the Common Stock outstanding as of June 30, 2008, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended June 30, 2008.”

3. The first clause of Item 5(c) of the Schedule 13D shall hereby be amended and restated in full as follows:

“No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from July 13, 2008 (the date 60 days prior to the event which required the initial filing of this statement) to October 15, 2008:”

4. The table contained in Item 5(c) of the Schedule 13D shall hereby be amended by adding the following rows (but not the column headings, which are included herein for reference only) to the bottom of the table:

 

Date of Purchase /       Sale		Shares Purchased / (Sold) (#)		Avg. Purchase / Sale Price per Share ($)
9/30/08		54,200		$	2.9881
10/07/08		30,100		$	2.6000
10/09/08		9,120		$	2.3000
10/10/08		15,100		$	2.0795
10/14/08		140,000		$	2.0729

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CUSIP No. 78465D105				Page 8 of 10 Pages

 

5. Item 7 of the Schedule 13D shall hereby be amended by deleting Exhibits 2, 3 and 4 and replacing them in their entirety with the following:

“Exhibit 2     Confirming Statement of Thomas E. Lynch dated September 22, 2008 (which is hereby incorporated by reference to Exhibit 2 to the report on Schedule 13D filed by the Reporting Persons with respect to the Issuer on September 22, 2008).

  Exhibit 3     Confirming Statement of Charles M. B. Goldman dated September 22, 2008 (which is hereby incorporated by reference to Exhibit 3 to the report on Schedule 13D filed by the Reporting Persons with respect to the Issuer on September 22, 2008).

  Exhibit 4     Confirming Statement of Scott P. Scharfman dated September 22, 2008 (which is hereby incorporated by reference to Exhibit 4 to the report on Schedule 13D filed by the Reporting Persons with respect to the Issuer on September 22, 2008).”

6. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature pages follow]

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CUSIP No. 78465D105				Page 9 of 10 Pages

 

Signature

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

 

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CUSIP No. 78465D105				Page 10 of 10 Pages