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): August 6, 2007
SRA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-31334 | 54-1360804 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 4300 Fair Lakes Court Fairfax, Virginia |
22033 | |
| (Address of Principal Executive Offices) | (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:
| ¨ | 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)) |
SECTION 2. FINANCIAL INFORMATION
| ITEM 2.02. | Results of Operations and Financial Condition. |
On August 8, 2007, SRA International, Inc. (the Company) announced its financial results for the fourth quarter and fiscal year ended June 30, 2007, as well as its earnings guidance for the first quarter of fiscal 2008 and full fiscal year 2008. The press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished under Items 2.02 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
| ITEM 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On August 8, 2007, the Company also announced that President and CEO Stanton D. Sloane was appointed to the Company’s Board of Directors, effective August 6, 2007 and, in keeping with the Company’s effort to maintain the independence of its Board, two inside directors, William K. Brehm and Edward E. Legasey, offered their resignations which were accepted effective the same date. Mr. Brehm has been a director since 1978 and served 23 years as Chairman. Mr. Legasey has been a director since 2003 and was previously the Company’s chief operating officer. The press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
| ITEM 9.01. | Financial Statements and Exhibits. |
(c) Exhibits
| Exhibit Number |
Exhibit | |
| 99.1 | Press Release dated August 8, 2007, announcing the financial results for the fourth quarter and fiscal year ended June 30, 2007, the appointment of Stanton D. Sloane to the Company’s Board of Directors, and the resignation of Edward E. Legasey and William K. Brehm from the Company’s Board of Directors. |
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.
| SRA INTERNATIONAL, INC. | ||
| Date: August 8, 2007 |
/s/ STEPHEN C. HUGHES | |
| Stephen C. Hughes | ||
| Chief Financial Officer and Executive Vice President, Operations | ||