UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):October 28, 2008
SM&A
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 0-23585 | | 33-0080929 |
| | | | | |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | |
| 4695 MacArthur Court, 8th Floor, Newport Beach, California | | 92660 |
| | | |
| (Address of principal executive offices) | | (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):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | | 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 Fourth Amendment states that the Company will take the necessary action prior to December 20, 2008.
The foregoing description of this Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth 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.
| | | |
| Exhibit 10.1 | | Fourth Amendment to Settlement Agreement entered into as of October 28, 2008 by and between SM&A, a Delaware corporation and Steven S. Myers. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| October 31, 2008 | SM&A
| |
| | By: | /s/ James R. Eckstaedt | |
| | | Name: | James R. Eckstaedt | |
| | | Title: | Executive Vice President, Finance
and Chief Financial Officer | |
Exhibit List
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| Exhibit No. | | Description |
| | | |
| 10.1 | | Fourth Amendment to Settlement Agreement entered into as of October 28, 2008 by and between SM&A, a Delaware corporation and Steven S. Myers. |
