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
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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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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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)
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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., 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 14, 2011, in the previously-disclosed action pending in the United States District
Court for the Eastern District of Virginia, Sinioukov v. SRA Int’l, Inc., et al., No. 1:11cv447
(E.D. Va.), the court denied the plaintiff’s motion to lift the stay imposed by the court on May
20, 2011 and refused to enjoin the special meeting of stockholders of the Company in respect of the
Merger (the “special meeting”) from proceeding. The special meeting is scheduled to occur on July
15, 2011.
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 Company’s 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, SRA’s 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 management’s 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 Company’s
business relationships, operating results and business generally; (viii) the effect of the Merger
Agreement’s contractual restrictions on the conduct of the Company’s business prior to the
completion of the Merger; (ix) the possible adverse effect on the price of the Company’s 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 Company’s largest customer, the United States federal government, which accounts
for more than 95% of the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s views
as of the date of this report. The Company anticipates that subsequent events and developments will
cause the Company’s 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
Company’s 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 SEC’s 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 SRA’s 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.