- Current report filing (8-K)
November 03 2009 - 5:17PM
Edgar (US Regulatory)
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, 2009
SRA INTERNATIONAL, INC.
(Exact name of registrant
as specified in its charter)
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Delaware
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001-31334
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54-1360804
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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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4300 Fair Lakes Court
Fairfax, Virginia
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22033
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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) 803-1500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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(a) As previously reported on Form 8-K on September 18, 2009, the Board of Directors (the
Board
) of SRA International, Inc. (the
Company
) adopted resolutions approving an amendment to the Companys Certificate of Incorporation to declassify the Board, provide for the annual election of directors to one-year terms, permit the removal of directors with
or without cause by a majority of stockholders and make certain other changes in connection with the declassification of the Board, subject to stockholder approval. At the Companys annual meeting of stockholders on October 28, 2009
(the
2009 Annual Meeting
), the Companys stockholders approved the Companys proposal to amend the Certificate of Incorporation. Immediately following such vote by the stockholders, the Company filed a Certificate
of Amendment to the Certificate of Incorporation (the
Charter Amendment
) with the Delaware Secretary of State, and such Charter Amendment was effective as of October 28, 2009.
Pursuant to the Charter Amendment, the Companys directors are to be elected annually. All of the current members of the Board
were proposed for election at the 2009 Annual Meeting and all were elected to a one-year term. The description of the Charter Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text
of the Charter Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.
Consistent with the
Charter Amendment, effective October 28, 2009, the Board approved an amendment and restatement of the Companys Amended and Restated By-Laws (the
By-Laws
), to reflect the declassification of the Board of Directors and
the ability to remove directors with or without cause by a majority of stockholders. Additionally, the amended By-Laws include other technical changes to reflect recent changes to the General Corporation Law of the State of Delaware, including with
respect to the determination of the record date for stockholder voting. The description of the amended provisions of the By-Laws set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of
the By-Laws attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit Number
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Description
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3.1
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Certificate of Amendment to the Certificate of Incorporation, as filed with the Delaware Secretary of State on October 28, 2009
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3.2
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Amended and Restated By-Laws of SRA International, Inc.
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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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SRA INTERNATIONAL, INC.
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Date: November 3, 2009
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/s/ MARK D. SCHULTZ
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Mark D. Schultz
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Senior Vice President & General Counsel
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Exhibit Index
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Exhibit Number
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Description
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3.1
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Certificate of Amendment to the Certificate of Incorporation, as filed with the Delaware Secretary of State on October 28, 2009
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3.2
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Amended and Restated By-Laws of SRA International, Inc.
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