UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 2008
SM&A
(Exact name of registrant as specified in its charter)
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Delaware
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0-23585
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33-0080929 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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4695 MacArthur Court, 8th Floor, Newport Beach, California
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92660 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (949) 975-1550
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 29, 2008, in connection with the completion of the merger discussed in Item 8.01,
below, each of William C. Bowes, Dwight L. Hanger, J. Christopher Lewis, Cathy L. McCarthy, Peter
Pace, Joseph B. Reagan, Robert Rodin, John P. Stenbit and Robert J. Untracht representing all of
the directors of SM&A (the Company) has resigned effective upon consummation of the merger.
On December 29, 2008, the Company issued a press release announcing that the Companys
stockholders have approved, at a special meeting of the stockholders, the proposed merger of the
Company with and into Project Victor Merger Sub, Inc., with the Company as the surviving entity,
and further announcing that the merger transaction has been completed. The merger results in
Project Victor Holdings, Inc. owning all of outstanding capital stock of the Company.
Consequently, the Company intends to file a Form 15 to deregister the Companys common stock from
the Nasdaq Stock Market.
A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1
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Press Release of SM&A, issued on December 29, 2008. |
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