- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 04 2008 - 11:05AM
Edgar (US Regulatory)
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 31, 2008
SI
International, Inc.
(Exact Name of Registrant as Specified in its
Charter)
Delaware
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000-50080
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52-2127278
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(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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12012 Sunset Hills Road
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8
th
Floor
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Reston, Virginia
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20190
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number including area code:
(703) 234-7000
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:
o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 8.01. Other
Events
On October 31,
2008, with the permission of the Committee on Foreign Investment in the United
States (CFIUS), SI International, Inc., a Delaware corporation (the Company)
and Serco Inc., a New Jersey Corporation (Serco) withdrew and resubmitted their
Joint Voluntary Notice originally filed on October 1, 2008 under Section 721
of the Defense Production Act of 1950, as amended by Section 5021 of the
Omnibus Trade and Competitiveness Act of 1988 and subsequent amendments in
connection with the Agreement and Plan of Merger (the Merger Agreement),
dated August 26, 2008, by and among the Company, Serco Group plc, a public
limited company organized under the laws of England and Wales (Serco Group),
Serco, and Matador Acquisition Corporation, a Delaware corporation and
wholly-owed subsidiary of Serco Inc. (the Merger Agreement). The Company and Serco resubmitted their Joint
Voluntary Notice in order to provide for up to 30 additional days of CFIUS review. The current 30-day CFIUS review period will close
on December 1, 2008. Successful
completion of the CFIUS review process is one of the closing conditions set
forth in the Merger Agreement. The
merger continues to be subject to, among other conditions, the approval of the
Companys stockholders.
Additional Information and Where
to Find It
In connection with
the proposed Merger, the Company filed a proxy statement with the Securities
and Exchange Commission on October 8, 2008 and was first mailed to the
Companys stockholders on or about October 13, 2008. THE COMPANYS STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and stockholders are able to obtain
the documents free of charge at the SECs web site, http://www.sec.gov. Requests for additional copies of our proxy statement
should be directed to our proxy solicitor, Innisfree M&A Incorporated, 501
Madison Avenue, 20
th
Floor, New York, New York 10022, or by
telephone at (877) 456-3510, or to the Company at 12012 Sunset Hills Road,
Suite 800, Reston, Virginia 20190-5869, Attention: Secretary, or by
telephone at (703) 234-7000.
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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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SI International, Inc.
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By:
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/s/ Thomas E. Dunn
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Thomas E. Dunn
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Executive Vice President,
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Chief Financial Officer and Treasurer
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Date: November 4, 2008
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