form8k.htm
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): December
29, 2008
Serco
Services Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-50080
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52-2127278
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(State
or Other Jurisdiction of Incorporation
or
Organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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12012
Sunset Hills Road, 8th
Floor, 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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Registrant's
telephone number including area
code: (703)
234-7000
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SI
International, Inc.
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(Former
name or former address, if changed since last
report)
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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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¨
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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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¨
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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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¨
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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
1.02. Termination of a Material Definitive Agreement
On December 29, 2008, pursuant to an
Agreement and Plan of Merger, dated August 26, 2008 (the “Merger Agreement”) by
and among Serco Services Inc. (formerly SI International, Inc.) (the “Company”),
Serco Group plc, a public limited company organized under the laws of England
and Wales, Serco Inc., a New Jersey corporation (“Serco”), Matador Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of Serco
(“Merger Sub”), Merger Sub merged with and into the Company (the
“Merger”). The Company survived the Merger and, as a result, became a
wholly-owned subsidiary of Serco.
On December 29, 2008, in connection
with the closing of the Merger, the Company repaid to Wachovia Bank, National
Association all amounts due under the Second Amended and Restated Credit
Agreement, dated February 13, 2008, among the Company, the Company’s
subsidiaries, Wachovia Bank, National Association, Bank of America, N.A. and
SunTrust Bank.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In
connection with the closing of the Merger pursuant to the Merger Agreement, the
Company notified the Nasdaq Stock Market LLC that each share of the Company’s
common stock, $0.01 par value per share (the “SI Common Stock”), has been
converted into the right to receive $32.00 in cash, without interest, and on
December 29, 2008 the Nasdaq Stock Market LLC filed with the Securities and
Exchange Commission, at the Company’s request, an application on Form 25 to
remove the SI Common Stock from listing and registration thereon pursuant to 17
C.F.R. 240.12d2-2(a)(3).
Item
5.01. Changes in Control of Registrant.
On
December 29, 2008, pursuant to the Merger Agreement, Merger Sub merged with and
into the Company. Under the terms of the Merger Agreement, each share of
SI Common Stock outstanding at the effective time of the Merger was cancelled
and converted into the right to receive $32.00 in cash, without
interest. The Company survived the Merger and, as a result, became a
wholly-owned subsidiary of Serco.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On
December 30, 2008, employment of the following named executive officers of the
Company was terminated in connection with the Merger: S. Bradford
Antle, formerly President and Chief Executive Officer; Thomas E. Dunn, formerly
Executive Vice President, Chief Financial Officer and Treasurer; and Ray J.
Oleson, formerly Executive Chairman.
On
December 30, 2008, the following individuals were appointed as executive
officers of the Company, and shall hold office until such officer's successor is
elected and qualified, or until such officer's earlier death, resignation or
removal:
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Edward
J. Casey
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President
and Chief Executive Officer
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Richard
Galanis
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Executive
Vice President, Chief Financial
Treasurer
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Mr. Casey, age 50, has
served as Chairman and Chief Executive Officer of Serco Inc. from 2005 to
present. From 2003 to 2005, Mr. Casey served as President and Chief
Executive Officer of Lowell Partners LLC.
Mr.
Galanis, age 54, has served as Chief Financial Officer of Serco Inc. since 2008
and served as Vice President - Finance of General Dynamics Advanced Information
Systems from 2004 to 2007.
(d) Pursuant
to the Merger Agreement, at the effective time of the Merger, the Board of
Directors of Merger Sub became the Board of Directors of the
Company. Edward J. Casey, Louis Addeo and Richard Galanis
were members of the Board of Directors of Merger Sub at the effective time of
the Merger and became directors of the Company at such time; each of them is an
employee of Serco.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 30, 2008, the Company
amended its Certificate of Incorporation to, among other things, (i) change the
name of the Company from “SI International, Inc.” to “Serco Services Inc.”, (ii)
reduce the number of shares of common stock that the Company is authorized to
issue from 50,000,000 shares to 5,000 shares, (iii) eliminate preferred stock as
a class of stock of the Company, and (iv) permit stockholders of the Company to
act by written consent. A copy of the Amended and Restated
Certificate of Incorporation of the Company is attached as Exhibit 3.1
hereto.
On December 30, 2008, the Company
amended and restated the Bylaws of the Company to, among other things, reflect
that it has become a wholly-owned subsidiary of Serco. A copy of the
Amended and Restated Bylaws of the Company is attached as Exhibit 3.2
hereto.
(d) Exhibits
The
following items are included as exhibits to this report:
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Certificate of Incorporation of the
Company
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3.2
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Amended
and Restated Bylaws of the Company
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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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Serco
Services Inc.
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By:
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/s/
Richard Galanis
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Name
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Richard
Galanis
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Title:
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Executive
Vice President, Chief Financial Officer and
Treasurer
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Date: January
2, 2009
INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Certificate of Incorporation of the
Company
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3.2
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Amended
and Restated Bylaws of the Company
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