UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 19, 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) |
Registrant’s 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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
SM&A, a Delaware corporation (the “Company”) and Steven S. Myers (“Mr. Myers”) are parties to that
certain Settlement Agreement entered into as of May 21, 2008 (the “Settlement Agreement”), as
amended, pursuant to which, among other things, the Company agreed to replace two members of its
board of directors.
The Company and Mr. Myers have agreed to extend the period of time within which such board members
must be replaced. The Fifth Amendment states that the Company will take the necessary action
prior to January 2, 2009.
The foregoing description of this Fifth Amendment does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Fifth Amendment, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
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Exhibit 10.1
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Fifth Amendment to Settlement Agreement entered into as of December 19, 2008 by and
between SM&A, a Delaware corporation and Steven S. Myers. |