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): July 15, 2011
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) |
(Registrant’s 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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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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As previously reported, SRA International, Inc. (“SRA” or the “Company”) has entered into an
Agreement and Plan of Merger, dated as of March 31, 2011 (the “Merger Agreement”), with Sterling
Parent Inc., which is beneficially owned by Providence Equity Partners L.L.C. (“Providence”), and
Sterling Merger Inc., a wholly owned subsidiary of Sterling Parent Inc., pursuant to which (and
subject to the conditions set forth therein) Sterling Merger Inc. would merge with and into SRA,
with SRA as the surviving corporation and a wholly owned subsidiary of Sterling Parent Inc. (the
“Merger”).
In connection with the transactions contemplated by the Merger Agreement or otherwise related
to the Merger (collectively and together with the Merger, the “Transactions”) the Company intends
to provide potential financing sources with certain information that has not been previously
reported by SRA. This information includes unaudited financial results for the year ended June 30,
2011. Such information is contained in Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Forward-Looking Statements
Any statements in this report about future expectations, plans, and prospects for SRA,
including statements about the Merger, and other statements containing the words “estimates,”
“believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, constitute
forward-looking statements within the meaning of The Private Securities Litigation Reform Act of
1995. Factors or risks that could cause the Company’s actual results to differ materially from the
results the Company anticipates include, but are not limited to: (i) the inability to complete the
Merger by an affiliate of Providence due to the failure (a) to satisfy other conditions to the
completion of the Merger contemplated by the Merger Agreement; or (b) to obtain the necessary
financing arrangements set forth in the debt and equity commitment letters delivered pursuant to
the Merger Agreement; (ii) the outcome of any legal proceedings, regulatory proceedings or
enforcement matters that have been or may be instituted against the Company and others relating to
the Merger; (iii) the occurrence of any other event, change or circumstance that could give rise to
a termination of the Merger Agreement; (iv) the fact that, if the Merger is not consummated due to
a breach of the Merger Agreement by the affiliates of Providence that are parties to the Merger
Agreement, SRA’s remedy may be limited to receipt of a termination fee of $112.9 million, and if
the Merger is not consummated under certain circumstances, SRA is not entitled to receive any such
termination fee; (v) if the Merger Agreement is terminated under specified circumstances, SRA may
be required to pay an affiliate of Providence a termination fee of up to $47 million; (vi) the
diversion of management’s attention from ongoing business concerns due to the announcement and
pendency of the Merger; (vii) the effect of the announcement of the Merger on the Company’s
business relationships, operating results and business generally; (viii) the effect of the Merger
Agreement’s contractual restrictions on the conduct of the Company’s business prior to the
completion of the Merger; (ix) the possible adverse effect on the price of the Company’s common
stock if the Merger is not completed in a timely matter or at all; (x) the amount of the costs,
fees, expenses and charges related to the Merger; (xi) reduced spending levels and changing budget
priorities of the Company’s largest customer, the United States federal government, which accounts
for more than 95% of the Company’s revenue; (xii) failure to comply with complex laws and
regulations, including but not limited to the False Claims Act, the Federal Acquisition
Regulations, the Truth in Negotiations Act, the U.S. Government Cost Accounting Standards and the
Foreign Corrupt Practices Act; (xiii) possible delays or overturning of
the Company’s government contract awards due to bid protests, loss of contract revenue or
diminished opportunities based on the existence of organizational conflicts of interest or failure
to perform by other companies on which the Company depends to deliver products and services; (xiv)
security threats, attacks or other disruptions on the Company’s information infrastructure, and
failure to comply with complex network security and data privacy legal and contractual obligations
or to protect sensitive information; (xv) inability or failure to adequately protect the Company’s
proprietary information or intellectual property rights or violation of third party intellectual
property rights; (xvi) potential for significant economic or personal liabilities resulting from
failures, errors, delays or defects associated with products, services and systems the Company
supplies; (xvii) adverse changes in federal government practices; (xviii) appropriation
uncertainties; (xix) price reductions, reduced profitability or loss of market share due to intense
competition, including for U.S. government contracts or recompetes, and commoditization of services
the Company offers; (xx) failure of the customer to fund a contract or exercise options to extend
contracts, or the Company’s inability to successfully execute awarded contracts; (xxi) any adverse
results of audits and investigations conducted by the Defense Contract Audit Agency or any of the
Inspectors General for various agencies with which the Company contracts, including, without
limitation, any determination that the Company’s contractor management information systems or
contractor internal control systems are deficient; (xxii) difficulties accurately estimating
contract costs and contract performance requirements; (xxiii) challenges in attracting and
retaining key personnel or high-quality employees, particularly those with security clearances;
(xxiv) failure to manage acquisitions or divestitures successfully (including identifying and
valuating acquisition targets and integrating acquired companies), losses associated with
divestitures or the Company’s inability to enter into divestitures at attractive prices and on
desired timelines; (xxv) inadequate insurance coverage; and (xxvi) pending litigation and any
resulting sanctions, including but not limited to penalties, compensatory damages or suspension or
debarment from future government contracting.
Actual results may differ materially from those indicated by such forward-looking statements.
In addition, the forward-looking statements included in this report represent the Company’s views
as of the date of this report. The Company anticipates that subsequent events and developments will
cause the Company’s views to change. However, while the Company may elect to update these
forward-looking statements at some point in the future, the Company specifically disclaims any
obligation to do so. These forward-looking statements should not be relied upon as representing the
Company’s views as of any date subsequent to the date of this report.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit |
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Description |
| 99.1
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Information for Potential Financing Sources |