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): | September 30, 2010 |
Alion Science and Technology Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 333-89756 | 54-2061691 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
1750 Tysons Boulevard, Suite 1300, McLean, Virginia | 22102 | |
_________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
Registrant’s telephone number, including area code: | 703-918-4480 |
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
On October 4, 2010, Alion Science and Technology Corporation ("Alion" or the "Company") filed a current report on Form 8-K to report the September 30, 2010 sale of approximately $1.9 million of common stock to the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the "Trust"). The Company sold approximately 71,158 shares to the Trust at $26.65 per share for aggregate proceeds of approximately $1.9 million, the amount it actually received from the Trust. The Company issued approximately 181,281 additional shares to the Trust, at an average price per share of $26.65, as a contribution to the employee stock ownership plan ("ESOP") component of the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "KSOP"). The shares of common stock were offered to the Trust pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
Alion Science and Technology Corporation ("Alion" or the "Company") intends to disclose on November 10, 2010, the following non-public information.
As of September 30, 2010, the Company had backlog on existing contracts and executed delivery orders totaling approximately $2.8 billion, of which approximately $408 million was funded. As of September 30, 2010, the Company had an additional approximately $3.8 billion of unfunded contract ceiling backlog, for an aggregate total backlog of approximately $6.6 billion.
As of September 30, 2010, the Company had approximately $1.7 billion of contract proposals that were submitted and waiting for decision, and an additional approximately $280 million of contract proposals that were in process. In addition to the proposal backlog, the Company has approximately $20 billion identified in its opportunity pipeline for fiscal years 2011, 2012 and 2013.
Item 8.01 Other Events.
State Street Bank and Trust Company, as trustee ("the Trustee") of the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP"), has selected a final value of $26.65 per share for Alion’s common stock as of September 30, 2010 (the "Valuation Date").
The Trustee engaged an outside independent third party valuation firm to assist the Trustee in establishing a value for the Company’s common stock as of the Valuation Date using the following valuation methods: (i) Discounted Cash Flow Method; (ii) Guideline Company Method (i.e., the use of pricing evidence from similar, publicly traded companies to derive market-based pricing multiples); and (iii) Transaction Method (i.e., the use of mergers and acquisitions within Alion’s industry to derive market-based pricing multiples).
The methodology used for this valuation is consistent with the previous valuations conducted by the valuation firm on behalf of the Trustee.
Some of the f actors that influenced the Trustee’s decision to select the value of $26.65 per share were the following: (i) Valuation EBITDA for fiscal year 2010 was higher than Valuation EBITDA for the 12-month period ended March 31, 2010 due to an increased amount of higher-margin contract work performed by the Company as well as the Company’s efforts to reduce non-reimbursable expenses; (ii) the Valuation EBITDA margin for fiscal year 2010 was higher than the Valuation EBITDA margin for the 12-month period ended March 31, 2010 due the positive factors discussed in the previous bullet; (iii) selected EBITDA pricing multiples in the Guideline Company Method were lower than the selected multiples in the March 31, 2010 analysis due to lower market-based pricing multiples indicated by the guideline companies. Pricing multiples for the guideline companies declined an average of 14.1% between March 31, 2010 and September 30, 2010; (iv) selected pricing multiples in the Transaction Method were higher than the Mar ch 31, 2010 analysis due to a higher level of merger and acquisition activity in the government contracting industry and an increase in market-based transaction pricing multiples; (v) the fair market Value of Alion’s debt was higher at September 30, 2010 compared with March 31, 2010 primarily due to the increase in interest payable; and (iv) fully-diluted common shares outstanding increased 191,806 shares between March 31, 2010 and September 30, 2010 due to common shares issued by the Company.
The valuation firm prepared a written report, which is solely for the Trustee’s use in connection with its administration and operation of the ESOP, containing its procedures, analyses, and opinion as to the appropriate value of the Company’s common stock. In preparing its report, the valuation firm used various financial and other information provided to the valuation firm by Alion’s management or obtained from other private and public sources including financial projections prepare d by management of the Company, and relied on the accuracy and completeness of this information. There is no assurance that the valuation firm, or any other financial adviser that the Trustee might choose, will utilize the same process of methodologies in connection with future valuations of Alion common stock, or that such advisor(s) will reach conclusions that are consistent with those presented herein.
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.
Alion Science and Technology Corporation | ||||
November 9, 2010 | By: | Michael J. Alber | ||
Name: Michael J. Alber | ||||
Title: Chief Financial Officer |