defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by the Registrant þ |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-12 |
SRA INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Explanatory Note
As previously reported, SRA International, Inc. (SRA or the Company) has entered into an
Agreement and Plan of Merger, dated as of March 31, 2011 (the Merger Agreement), with Sterling
Parent Inc., which is beneficially owned by Providence Equity Partners L.L.C. (Providence), and
Sterling Merger Inc., a wholly owned subsidiary of Sterling Parent Inc. (Parent), pursuant to
which (and subject to the conditions set forth therein) Sterling Merger Inc.
would merge with and into SRA, with SRA as the surviving corporation and a wholly owned
subsidiary of Parent (the Merger).
On July 11, 2011, the plaintiff in the previously-disclosed action pending in the United
States District Court for the Eastern District of Virginia, Sinioukov v. SRA Intl, Inc., et al.,
No. 1:11cv447 (E.D. Va.), filed a motion to lift the stay imposed by the court on May 20, 2011 and
seeks a preliminary injunction to block the special meeting of stockholders of the Company
scheduled for July 15, 2011 from proceeding. On July 13, 2011, the Company filed an opposition to
the plaintiffs motion to lift the stay that asserts that there is no legal basis to either lift
the stay or grant a preliminary injunction. The court has scheduled a hearing on Thursday, July
14, 2011 regarding plaintiffs motion. The Company intends to defend against all of plaintiffs
claims vigorously.
Forward-Looking Statements
Any statements in this report about future expectations, plans, and prospects for SRA,
including statements about the Merger, and other statements containing the words estimates,
believes, anticipates, plans, expects, will, and similar expressions, constitute
forward-looking statements within the meaning of The Private Securities Litigation Reform Act of
1995. Factors or risks that could cause the Companys actual results to differ materially from the
results the Company anticipates include, but are not limited to: (i) the inability to complete the
Merger by an affiliate of Providence due to the failure (a) to obtain the requisite stockholder
approvals for the Merger contemplated by the Merger Agreement; (b) to satisfy other conditions to
the completion of the Merger contemplated by the Merger Agreement; or (c) to obtain the necessary
financing arrangements set forth in the debt and equity commitment letters delivered pursuant to
the Merger Agreement; (ii) the outcome of any legal proceedings, regulatory proceedings or
enforcement matters that have been or may be instituted against the Company and others relating to
the Merger; (iii) the occurrence of any other event, change or circumstance that could give rise to
a termination of the Merger Agreement; (iv) the fact that, if the Merger is not consummated due to
a breach of the Merger Agreement by the affiliates of Providence that are parties to the Merger
Agreement, SRAs remedy may be limited to receipt of a termination fee of $112.9 million, and if
the Merger is not consummated under certain circumstances, SRA is not entitled to receive any such
termination fee; (v) if the Merger Agreement is terminated under specified circumstances, SRA may
be required to pay an affiliate of Providence a termination fee of up to $47 million; (vi) the
diversion of managements attention from ongoing business concerns due to the announcement and
pendency of the Merger; (vii) the effect of the announcement of the Merger on the Companys
business relationships, operating results and business generally; (viii) the effect of the Merger
Agreements contractual restrictions on the conduct of the Companys business prior to the
completion of the Merger; (ix) the possible adverse effect on the price of the Companys common
stock if the Merger is not completed in a timely matter or at all; (x) the amount of the costs,
fees, expenses and charges related to the Merger; (xi) reduced spending levels and changing budget
priorities of the Companys largest customer, the United States federal government, which accounts
for more than 95% of the Companys revenue; (xii) failure to comply with complex laws and
regulations, including but not limited to the False Claims Act, the Federal Acquisition
Regulations, the Truth in Negotiations Act, the U.S. Government Cost Accounting Standards and the
Foreign Corrupt Practices Act; (xiii) possible delays or overturning of the Companys government
contract awards due to bid protests, loss of contract revenue or diminished opportunities based on
the existence of
organizational conflicts of interest or failure to perform by other companies on
which the Company depends to deliver products and services; (xiv) security threats, attacks or
other disruptions on the Companys information infrastructure, and failure to comply with complex
network security and data privacy legal and contractual obligations or to protect sensitive
information; (xv) inability or failure to adequately protect the Companys proprietary information
or intellectual property rights or violation of third party intellectual property rights; (xvi)
potential for significant economic or personal liabilities resulting from failures, errors, delays
or defects associated with products, services and systems the Company supplies;
(xvii) adverse changes in federal government practices; (xviii) appropriation uncertainties;
(xix) price reductions, reduced profitability or loss of market share due to intense competition,
including for U.S. government contracts or recompetes, and commoditization of services the Company
offers; (xx) failure of the customer to fund a contract or exercise options to extend contracts, or
the Companys inability to successfully execute awarded contracts; (xxi) any adverse results of
audits and investigations conducted by the Defense Contract Audit Agency or any of the Inspectors
General for various agencies with which the Company contracts, including, without limitation, any
determination that the Companys contractor management information systems or contractor internal
control systems are deficient; (xxii) difficulties accurately estimating contract costs and
contract performance requirements; (xxiii) challenges in attracting and retaining key personnel or
high-quality employees, particularly those with security clearances; (xxiv) failure to manage
acquisitions or divestitures successfully (including identifying and valuating acquisition targets
and integrating acquired companies), losses associated with divestitures or the Companys inability
to enter into divestitures at attractive prices and on desired timelines; (xxv) inadequate
insurance coverage; and (xxvi) pending litigation and any resulting sanctions, including but not
limited to penalties, compensatory damages or suspension or debarment from future government
contracting.
Actual results may differ materially from those indicated by such forward-looking statements.
In addition, the forward-looking statements included in this report represent the Companys views
as of the date of this report. The Company anticipates that subsequent events and developments will
cause the Companys views to change. However, while the Company may elect to update these
forward-looking statements at some point in the future, the Company specifically disclaims any
obligation to do so. These forward-looking statements should not be relied upon as representing the
Companys views as of any date subsequent to the date of this report.
Important Additional Information
In
connection with the Merger, SRA filed a definitive proxy
statement and other relevant documents, including a form of proxy
card, with the SEC on June 15, 2011. Investors
are urged to read the proxy statement and any other documents filed with the SEC in connection
with the Merger or incorporated by reference in the proxy statement because they contain
important information.
Investors can obtain these documents free of charge at the SECs web site
(www.sec.gov). In addition, documents filed with the SEC by SRA are available free of
charge from SRA International, Inc., c/o Investor Relations, 4350 Fair Lakes Court, Fairfax, VA
22033, or by telephone at 703.502.7731 or by email to Investor@sra.com.
The directors, executive officers and certain other members of management and employees of SRA
may be deemed participants in the solicitation of proxies from stockholders of SRA in favor of
the acquisition. Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders of SRA in connection with the
proposed acquisition are set forth in the proxy statement and the other relevant documents filed
with the SEC. You can find information about SRAs executive officers and directors in its Annual
Report on Form 10-K for the year ended June 30, 2010 and in its definitive proxy statement filed
with the SEC on June 15, 2011.