defa14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
|
|
|
|
|
|
|
Filed by the Registrant ý |
Filed by a Party other than the Registrant ¨ |
Check the appropriate box: |
¨
|
|
Preliminary Proxy Statement
|
|
¨
|
|
Confidential, for Use of the Commission |
¨
|
|
Definitive Proxy Statement
|
|
|
|
Only (as permitted by Rule 14a-6(e)(2)) |
ý
|
|
Definitive Additional Materials |
|
|
|
|
¨ |
|
Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
|
SM&A |
|
(Name of Registrant as Specified In Its Charter) |
|
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
|
|
|
Payment of Filing Fee (Check the appropriate box): |
ý
|
|
No fee required. |
¨
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
|
|
|
|
|
|
|
|
|
|
1) |
|
|
Title of each class of securities to which transaction applies: |
|
|
|
2) |
|
|
Aggregate number of securities to which transaction applies: |
|
|
|
3) |
|
|
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): |
|
|
|
4) |
|
|
Proposed maximum aggregate value of transaction: |
|
|
|
5) |
|
|
Total fee paid: |
|
|
|
¨
|
|
Fee paid previously with preliminary materials. |
¨
|
|
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. |
|
|
|
|
|
|
|
|
|
|
1) |
|
|
Amount Previously Paid: |
|
|
|
2) |
|
|
Form, Schedule or Registration Statement No.: |
|
|
|
3) |
|
|
Filing Party: |
|
|
|
4) |
|
|
Date Filed: |
|
|
|
|
The following release was issued by SM&A, a Delaware corporation, on May 14, 2008.
SM&A Responds to Myers Meritless Collusion Accusation
Newport Beach, CA May 14, 2008 SM&A released the following statement in response to the
comments made by former CEO Steven Myers about SM&A and City National Bank:
There is no truth to Steven Myers allegations that City National Bank and SM&A colluded to add an
event of default under SM&As credit agreement in order to influence the outcome of the current
proxy contest. The new event of default in question, which is triggered if three or more incumbent
directors cease to be members of the Board, was required by City National Bank to allow
it the opportunity to re-assess the terms of the credit agreement in light of any changed
circumstances that might result from the outcome of this proxy contest. There are currently no
borrowings under this credit agreement and no borrowings are expected in the near future given the
Companys current cash position.
We urge you to Vote your White Proxy Card today to
re-elect your current Board and
empower them to continue to guide SM&A to future success.
The Stockholder meeting will be on Friday, May 23, 2008 with stockholders of record as of
April 9, 2008 eligible to vote.
If you have any questions or need assistance in voting, contact
MacKenzie Partners, Inc.
Toll-Free: (800) 322-2885
winsproxy@mackenziepartners.com
Please discard and do not sign any gold proxy cards sent to you by Myers.
About SM&A
SM&A is the worlds foremost management consulting firm providing leadership and mentoring
solutions to PLAN for business capture, WIN competitive procurements and profitably PERFORM on the
projects and programs won. Our proven processes, people and tools have delivered significant
top-line and bottom-line growth across markets, products and services. From the largest aerospace
and defense contractors, through the major software providers, to healthcare and financial/audit
service providers, SM&A is the partner many companies turn to WHEN THEY MUST WIN.
All stockholders of SM&A are advised to read the definitive proxy statement and other documents
related to the solicitation of proxies by SM&A for use at the 2008 annual meeting of stockholders
of SM&A. They contain important information regarding the election of directors and other matters.
The definitive proxy statement and form of proxy have been mailed to stockholders of record of
SM&A along with other relevant documents. They are available at no charge on the SECs website at
http://www.sec.gov In addition, SM&A will provide copies of the definitive proxy statement without
charge upon request.
Some statements made in this news release refer to future actions, strategies, or results that
involve a number of risks and uncertainties. Any number of factors could cause actual results to
differ materially from expectations, including a shift in demand for SM&As Competition Management
and Program services; fluctuations in the size, timing, and duration of client engagements; delays,
cancellations, or shifts in emphasis for competitive procurement activities; declines in future
defense, information technology, homeland security, new systems, and research and development
expenditures, and other risk factors listed in SM&As SEC reports, including the report on Form
10-K for the year ended December 31, 2007. Actual results may differ materially from those
expressed or implied. The company does not undertake any duty to update forward-looking statements.
Media Contact:
Mike Sitrick or Jim Bates
Sitrick and Company
310-788-2850
Investor Contact:
Amy Bilbija
Senior Vice President
MacKenzie Partners
650-798-5206
Jim Eckstaedt
Executive Vice President and Chief Financial Officer
SM&A
949-975-1550 ext 296
SOURCE: SM&A