SM&A Shareholders Urged to Vote for Slate of Director Nominees Proposed by Steven S. Myers, Founder, Retired Chairman & CEO, and
May 05 2008 - 11:05AM
Business Wire
Steven S. Myers, the largest shareholder of SM&A (NASDAQ: WINS)
as well as the Company�s founder and retired chairman and chief
executive officer, today issued the following statement regarding
the nomination of himself and three independent nominees to the
SM&A board of directors to be voted on at SM&A's Annual
Meeting of Shareholders scheduled for May 23, 2008: �Our slate of
director nominees - Ken Colbaugh, Al Nagy, Redge Bendheim and
myself - is grateful for the outpouring of support that we have
been receiving from both major institutional shareholders and
individual shareholders. Our slate, which owns in the aggregate
over 16% of SM&A common shares compared to less than 2% held in
total by the present SM&A board, is committed to maximizing
shareholder value. We are united with all shareholders in our goal
of returning SM&A to its former top-ranked position in the
competition management and program management support services
business.� �The current SM&A board is becoming increasingly
confused, and confusing in its communications, as this proxy
contest moves towards its conclusion. The personal tone of their
rhetoric is an attempt to distract attention from the core issue of
this proxy contest: that the SM&A board has failed to provide
effective governance, which has resulted in a substantial loss of
shareholder value.� �Our slate is dedicated to presenting
fact-based arguments, and not disseminating half-truths, misleading
innuendoes, and misinformation. The following link will take you to
a presentation we offer in rebuttal to the SM&A board�s
presentation posted last Friday, May 2nd:
http://www.sec.gov/Archives/edgar/data/1050031/000110465908029619/
a08-13427_1dfan14a.htm (due to its length, this URL may need to be
copied/pasted into your Internet browser's address field; remove
the extra space if one exists). In summary, the SM&A board�s
presentation: (1) provides no explanation for their role in the
significant loss of shareholder value during the last year; (2)
offers no substantive recovery plan for addressing the key issues
that have caused the very disappointing 2008 forecast, instead
providing only empty rhetoric; (3) attempts to divert shareholder
attention by making ungrounded personal attacks which only serve to
undermine the reputation of the company in front of its customers,
employees and competitors; (4) provides slanted historical analysis
replete with misleading information; and (5) offers unsubstantiated
and unrealistic hopes for the future with a �just trust me�
attitude, while squandering the company�s sustainable competitive
advantage.� �SM&A�s sustainable competitive advantage was
created over twenty-five years of hard work and dedication by many
talented people, and by the continuous evolution of our unique
processes, the accumulation of our vast winning experience, and by
our adherence to our core values. Unfortunately, and most
disturbingly, as a consequence of the current board's failure to
provide effective oversight, SM&A�s sustainable competitive
advantage is now at serious risk. More than twenty key,
irreplaceable staff have left the company in the last nine months,
because they refuse to work under a leadership that neither
understands nor values their contributions. Some have formed firms
that are now competing with SM&A. This is tragic, completely
unnecessary, and must be corrected as soon as possible.� �We are
soliciting the vote of SM&A shareholders for our director
nominees so that four critical issues can be resolved properly and
quickly. Upon election, our director nominees will work to
promptly: (1) improve financial oversight to ensure reasonably
accurate guidance, better control of SG&A spending and improved
backlog; (2) remedy the negative impact of the PPI acquisition�s
accounting process; (3) improve fiscal strategy to more effectively
deploy available cash through stock buyback and several small
strategic acquisitions; and (4) most importantly, reverse the
alarming attrition of critical talent that has left SM&A since
last August.� �Your vote is important. We urge you to vote FOR our
director nominees by voting the GOLD proxy card.� "We thank you for
your support." In addition to the presentation referenced above, on
April 23rd, Mr. Myers filed with the Securities and Exchange
Commission an investor presentation setting forth in detail his
reasons for seeking the election of four director nominees,
including himself, to the Company�s Board of Directors at the
Company�s next Annual Meeting, currently set to take place on May
23rd. This presentation can be accessed at www.sec.gov or directly
through the following link:
http://www.sec.gov/Archives/edgar/data/1050031/000110465908026102/
a08-8941_1dfan14a.htm (due to its length, this URL may need to be
copied/pasted into your Internet browser's address field; remove
the extra space if one exists). Every Vote Counts � Vote the GOLD
PROXY CARD TODAY! Proxy Material from Steven S. Myers has already
been distributed to all shareholders including a GOLD PROXY CARD.
Mr. Myers urges all shareholders to vote only the GOLD PROXY CARD.
If you have any questions, or need assistance with voting, please
contact: Georgeson Inc. Toll Free (800) 561-3837 SM&A, based in
Newport Beach, Calif., provides competition management and program
support services to major industrial customers in the Aerospace
& Defense, Information Technology, Telecommunications, and
other industries. THIS PRESS RELEASE IS FOR GENERAL INFORMATIONAL
PURPOSES ONLY. IT DOES NOT PERTAIN TO THE SPECIFIC INVESTMENT
OBJECTIVE, FINANCIAL SITUATION, SUITABILITY, OR THE PARTICULAR
NEEDS OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESS RELEASE,
AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENT
DECISION. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF
STEVEN S. MYERS, AND ARE BASED ON PUBLICLY AVAILABLE INFORMATION
WITH RESPECT TO SM&A (THE �ISSUER�). EXCEPT FOR THE HISTORICAL
INFORMATION CONTAINED HEREIN, THE MATTERS ADDRESSED IN THIS PRESS
RELEASE ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN RISKS
AND UNCERTAINTIES. YOU SHOULD BE AWARE THAT ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING
STATEMENTS. MR. MYERS ASSUMES NO OBLIGATION TO UPDATE THE
FORWARD-LOOKING INFORMATION. MR. MYERS RESERVES THE RIGHT TO CHANGE
ANY OF HIS OPINIONS EXPRESSED HEREIN AT ANY TIME AS HE DEEMS
APPROPRIATE. MR. MYERS DISCLAIMS ANY OBLIGATION TO UPDATE THE
INFORMATION CONTAINED HEREIN. MR. MYERS HAS NOT SOUGHT OR OBTAINED
CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENT OR INFORMATION
INDICATED IN THIS PRESS RELEASE OR THE PRESENTATION REFERRED TO
HEREIN AS HAVING BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR
PUBLISHED BY THIRD PARTIES. ANY SUCH STATEMENT OR INFORMATION
SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY
FOR THE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATA OR
INFORMATION, WHETHER DERIVED OR OBTAINED FROM FILINGS MADE WITH THE
SEC OR FROM ANY THIRD PARTY, IS ACCURATE. EACH OF MR. MYERS,
KENNETH W. COLBAUGH, ALBERT S. NAGY AND REDGE E. BENDHEIM
(COLLECTIVELY, THE �PARTICIPANTS�) IS DEEMED A PARTICIPANT IN THE
SOLICITATION OF PROXIES DESCRIBED IN THIS PRESS RELEASE.
INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT
INTERESTS, BY SECURITY OWNERSHIP OR OTHERWISE, IS AVAILABLE IN THE
DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY MR. MYERS WITH
THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 2008. ALL
STOCKHOLDERS OF THE ISSUER ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES BY MR. MYERS FOR USE AT THE 2008 ANNUAL MEETING OF
STOCKHOLDERS OF THE ISSUER BECAUSE THEY DO AND WILL CONTAIN
IMPORTANT INFORMATION. THE DEFINITIVE PROXY STATEMENT AND FORM OF
PROXY HAVE BEEN MAILED TO STOCKHOLDERS OF THE ISSUER. STOCKHOLDERS
OF THE ISSUER MAY OBTAIN COPIES OF THE DEFINITIVE PROXY STATEMENT
AND OTHER RELEVANT DOCUMENTS AT NO CHARGE ON THE SEC�S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, MR. MYERS WILL PROVIDE COPIES OF
THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
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