UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
DELTEK, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
24784L105
(CUSIP Number)
Steven B. Klinsky
New Mountain Investments II, L.L.C.
787 Seventh Avenue, 49th Floor
New York, NY 10019
(212) 720-0300
Copies to:
Paul Reinstein
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004-1980
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 1, 2010
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 2 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Investments II, L.L.C. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 40,844,374* |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 40,844,374* |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,844,374* |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.3% |
14 | TYPE OF REPORTING PERSON OO |
*These securities are directly owned as follows: New Mountain Partners II, L.P. directly owns 37,318,811 shares of common stock of the issuer; New Mountain Affiliated Investors II, L.P. directly owns 648,306 shares of common stock of the issuer; and Allegheny New Mountain Partners, L.P. directly owns 2,877,257 shares of common stock of the issuer.
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 3 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Partners II, L.L.C. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS WC |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 37,318,811 |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 37,318,811 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,318,811 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.1% |
14 | TYPE OF REPORTING PERSON PN |
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 4 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Affiliated Investors II, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS WC |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 648,306 |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 648,306 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 648,306 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% |
14 | TYPE OF REPORTING PERSON PN |
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 5 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allegheny New Mountain Partners, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS WC |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 2,877,257 |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 2,877,257 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,877,257 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% |
14 | TYPE OF REPORTING PERSON PN |
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 6 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON New Mountain Capital, L.L.C. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 40,844,374* |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 40,844,374* |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,844,374* |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.3% |
14 | TYPE OF REPORTING PERSON OO |
*These securities are directly owned as follows: New Mountain Partners II, L.P. directly owns 37,318,811 shares of common stock of the issuer; New Mountain Affiliated Investors II, L.P. directly owns 648,306 shares of common stock of the issuer; and Allegheny New Mountain Partners, L.P. directly owns 2,877,257 shares of common stock of the issuer.
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 7 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 40,844,374* |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 40,844,374* |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,844,374* |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.3% |
14 | TYPE OF REPORTING PERSON IN |
*These securities are directly owned as follows: New Mountain Partners II, L.P. directly owns 37,318,811 shares of common stock of the issuer; New Mountain Affiliated Investors II, L.P. directly owns 648,306 shares of common stock of the issuer; and Allegheny New Mountain Partners, L.P. directly owns 2,877,257 shares of common stock of the issuer.
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 8 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 4,829,821** |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 4,829,821** |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,829,821** |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% |
14 | TYPE OF REPORTING PERSON IN |
*See Item 3.
**Includes 172,665 shares held in The Daphne Jean deLaski Irrevocable Trust, 172,665 shares held in The Dana Nancy deLaski Irrevocable Trust, and 610,343 shares held in The Tena Renken deLaski Marital Trust. The Reporting Person is the sole trustee of each of the trusts.
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 9 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,094,411** |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 1,094,411** |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,094,411** |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% |
14 | TYPE OF REPORTING PERSON IN |
*See Item 3.
**These securities are held in the Donald deLaski 2008 Grantor Retained Annuity Trust of which the Reporting Person is the sole trustee.
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 10 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donald deLaski 2008 Grantor Retained Annuity Trust |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Virginia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,094,411 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 1,094,411 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,094,411 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% |
14 | TYPE OF REPORTING PERSON OO |
*See Item 3.
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 11 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 142,354 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 142,354 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,354 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% |
14 | TYPE OF REPORTING PERSON IN |
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 12 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 97,677** |
8 | SHARED VOTING POWER 81,760*** |
9 | SOLE DISPOSITIVE POWER 97,677** |
10 | SHARED DISPOSITIVE POWER 81,760*** |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,437** |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% |
14 | TYPE OF REPORTING PERSON IN |
*See Item 3.
**Includes 57,667 shares of the Issuer’s common stock which may be acquired upon the exercise of director stock options that are presently exercisable or become exercisable within the next 60 days.
*** These securities are held by the Reporting Person and Edward Grubb (the spouse of the Reporting Person) as joint tenants.
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 13 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 81,760** |
9 | SOLE DISPOSITIVE POWER 0 |
10 | SHARED DISPOSITIVE POWER 81,760** |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,760* |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% |
14 | TYPE OF REPORTING PERSON IN |
**These securities are held by the Reporting Person and Kathleen deLaski (the spouse of the Reporting Person) as joint tenants.
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 14 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tena Renken deLaski Marital Trust |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Virginia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 610,343 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 610,343 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 610,343 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% |
14 | TYPE OF REPORTING PERSON OO |
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 15 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 509,876 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 509,876 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 509,876 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% |
14 | TYPE OF REPORTING PERSON OO |
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 16 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 509,876** |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 509,876** |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 509,876** |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% |
14 | TYPE OF REPORTING PERSON IN |
*See Item 3.
**These securities are held in The Onae Trust, of which the Reporting Person is the trustee.
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 17 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daphne Jean deLaski Irrevocable Trust |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Virginia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 172,665 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 172,665 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 172,665 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% |
14 | TYPE OF REPORTING PERSON OO |
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CUSIP No. 24784L105 | SCHEDULE 13D | Page 18 of 21 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dana Nancy deLaski Irrevocable Trust |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 60; (a) [ ] 60; (b) [x] |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO* |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Virginia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 172,665 |
8 | SHARED VOTING POWER 0 |
9 | SOLE DISPOSITIVE POWER 172,665 |
10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 172,665 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% |
14 | TYPE OF REPORTING PERSON IN |
This Amendment No. 6 amends and supplements the statement on Schedule 13D, filed on March 31, 2009, as amended (the “Schedule 13D”), by New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., Allegheny New Mountain Partners, L.P. (collectively, the “New Mountain Funds”), New Mountain Investments II, L.L.C., New Mountain Capital, L.L.C., Steven B. Klinsky, Kenneth E. deLaski, Donald deLaski, the Donald deLaski 2008 Grantor Retained Annuity Trust, David deLaski, Kathleen deLaski, Edward Grubb, the Dana Nancy deLaski Irrevocable Trust, the Daphne Jean deLaski Irrevocable Trust, the Tena Renken deLaski Marital Trust, the Onae Trust, Alvaro Pascotto, with respect to the common stock, par value $0.001 per share (“Common Stock”), of Deltek, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D. Except as herein amended or supplemented, all other information in the Schedule 13D is as set forth therein.
ITEM 2. | IDENTITY AND BACKGROUND |
Subsections 11 and 12 under the heading "Item 2. Identity and Background" are hereby deleted and replaced in their entirety by the following:
| 11. | Kathleen deLaski, a United States citizen, C/O Deltek, Inc., 13880 Dulles Corner Lane, Herndon, VA 20171. Ms. deLaski is a Senior Program Officer at the Walton Family Foundation, P.O. Box 2030, Bentonville, AR 72712. |
| 12. | Edward Grubb, a United States citizen, C/O Deltek, Inc., 13880 Dulles Corner Lane, Herndon, VA 20171. Mr. Grubb is a director of the Issuer and is engaged in private investing. |
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) – (b) The aggregate number of shares of Common Stock to which this Statement relates is 47,600,273 shares of Common Stock, constituting approximately 70.3% of the outstanding shares of Common Stock of the Issuer.
With respect to each Reporting Person, the aggregate number of securities of the Issuer beneficially owned, the percentage of the class of securities of the Issuer beneficially owned, the number of securities for which such Reporting Person has the sole power to vote or to direct the vote, the number of securities for which such Reporting Person has the shared power to vote or to direct the vote, the number of securities for which such Reporting Person has the sole power to dispose or to direct the disposition, and the number of securities for which such Reporting Person has the shared power to dispose or to direct the disposition, see the responses to Items 7 through Item 11 and Item 13 on the attached cover pages.
All percentages of the outstanding shares of Common Stock set forth herein are based upon 67,723,563 shares of Common Stock outstanding as of October 4, 2010 and treating any shares of Common Stock which may be acquired by any Reporting Person within 60 days as being outstanding for purposes of computing the percentage of outstanding shares of Common Stock by such Reporting Person (but not by any other Reporting Person).
(c) None of the Reporting Persons disposed of, or became the beneficial owner of, any shares of Common Stock during the past 60 days.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of the Schedule 13D is hereby amended to add the following:
On October 1, 2010, the Issuer, the New Mountain Funds and Kenneth E. deLaski executed a waiver to the shareholder agreement to which the deLaski Shareholders are a party (the “Waiver”), releasing the deLaski shareholders, subject to certain limitations, from the restrictions on the sale or transfer of shares of Common Stock that were prohibited by the shareholder agreement.
A more complete summary of the Waiver is set forth in the Issuer’s Current Report on Form 8-K filed on October 7, 2010. Such summary is qualified in its entirety by the terms of the Waiver, which is set forth as Exhibit 99.1 to the 8-K.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 7, 2010
| NEW MOUNTAIN INVESTMENTS II, L.L.C. | |
| | | |
| By: | /s/ Steven B. Klinsky | |
| | Name: | Steven B. Klinsky | |
| | Title: | Managing Member | |
| | | |
| NEW MOUNTAIN PARTNERS II, L.P. | |
| | | |
| By: | /s/ Steven B. Klinsky | |
| | Name: | Steven B. Klinsky | |
| | Title: | Managing Member of the GP of | |
| | | New Mountain Partners II, L.P. | |
| | | |
| NEW MOUNTAIN AFFILIATED INVESTORS II, L.P. | |
| | | |
| By: | /s/ Steven B. Klinsky | |
| | Name: | Steven B. Klinsky | |
| | Title: | Managing Member of the GP of | |
| | | New Mountain Affiliated Investors II, L.P. | |
| | | |
| ALLEGHENY NEW MOUNTAIN PARTNERS, L.P. | |
| | | |
| By: | /s/ Steven B. Klinsky | |
| | Name: | Steven B. Klinsky | |
| | Title: | Managing Member of the GP of | |
| | | Allegheny New Mountain Partners, L.P. | |
| | | |
| NEW MOUNTAIN CAPITAL, L.L.C. | |
| | | |
| By: | /s/ Steven B. Klinsky | |
| | Name: | Steven B. Klinsky | |
| | Title: | Chief Executive Officer | |
| | | |
| /s/ Steven B. Klinsky | |
| STEVEN B. KLINSKY | |
| | | |
| KENNETH E. DELASKI | |
| | | |
| By: | /s/ Robert E. Gregg | |
| | Name: | Robert E. Gregg | |
| | Title: | Attorney-in-Fact(1) | |
| | | |
| DONALD DELASKI | |
| | | |
| By: | /s/ Robert E. Gregg | |
| | Name: | Robert E. Gregg | |
| | Title: | Attorney-in-Fact(1) | |
| | | |
| DONALD DELASKI 2008 GRANTOR RETAINED ANNUITY TRUST | |
| | | |
| By: | /s/ Robert E. Gregg | |
| | Name: | Robert E. Gregg | |
| | Title: | Attorney-in-Fact(1) | |
| | | |
| DAVID DELASKI | |
| | | |
| By: | /s/ Robert E. Gregg | |
| | Name: | Robert E. Gregg | |
| | Title: | Attorney-in-Fact(1) | |
| | | |
| KATHLEEN DELASKI | |
| | | |
| By: | /s/ Salman Ahmad | |
| | Name: | Salman Ahmad | |
| | Title: | Attorney-in-Fact(2) | |
| | | |
| EDWARD GRUBB | |
| | | |
| By: | /s/ Salman Ahmad | |
| | Name: | Salman Ahmad | |
| | Title: | Attorney-in-Fact(2) | |
| | | |
| THE TENA RENKEN DELASKI MARITAL TRUST | |
| | | |
| By: | /s/ Robert E. Gregg | |
| | Name: | Robert E. Gregg | |
| | Title: | Attorney-in-Fact(1) | |
| | | |
| THE ONAE TRUST | |
| | | |
| By: | /s/ Robert E. Gregg | |
| | Name: | Robert E. Gregg | |
| | Title: | Attorney-in-Fact(1) | |
| | | |
| ALVARO PASCOTTO | |
| | | |
| By: | /s/ Robert E. Gregg | |
| | Name: | Robert E. Gregg | |
| | Title: | Attorney-in-Fact(1) | |
| | | |
| THE DAPHNE JEAN DELASKI IRREVOCABLE TRUST | |
| | | |
| By: | /s/ Robert E. Gregg | |
| | Name: | Robert E. Gregg | |
| | Title: | Attorney-in-Fact(1) | |
| | | |
| THE DANA NANCY DELASKI IRREVOCABLE TRUST | |
| | | |
| By: | /s/ Robert E. Gregg | |
| | Name: | Robert E. Gregg | |
| | Title: | Attorney-in-Fact(1) | |
| | | |
| (1) | A Power of Attorney authorizing Robert E. Gregg to act on behalf of the Reporting Person has previously been filed with the Commission. |
| (2) | A Power of Attorney authorizing Salman Ahmad to act on behalf of the Reporting Person has previously been filed with the Commission. |