SM&A - Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
May 05 2008 - 1:41PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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SM&A
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(Name
of Registrant as Specified In Its Charter)
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Steven
S. Myers
Albert S. Nagy
Kenneth W. Colbaugh
Redge E. Bendheim
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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No fee required.
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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Filing Party:
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Date Filed:
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On May 5,
2008 Steven S. Myers issued the following press release:
SM&A SHAREHOLDERS URGED TO VOTE FOR SLATE OF
DIRECTOR NOMINEES PROPOSED BY STEVEN S. MYERS, FOUNDER, RETIRED CHAIRMAN &
CEO, AND LARGEST SHAREHOLDER OF SM&A
NEWPORT BEACH, Calif.(May 5, 2008)Steven S. Myers, the largest
shareholder of SM&A (NASDAQ: WINS) as well as the Companys 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&As 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 boards presentation posted
last Friday, May 2
nd
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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
browsers address field; remove the extra space if one exists). In summary, the SM&A boards
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 companys sustainable competitive advantage.
SM&As 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 boards failure to provide effective oversight, SM&As
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 acquisitions
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 23
rd
,
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 Companys Board of Directors
at the Companys next Annual Meeting, currently set to take place on May 23
rd
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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
browsers 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.
Media Contact:
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Robert Siegfried
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Kekst and Company
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212-521-4800
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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 SECS 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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