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Preliminary Proxy Statement | o | Confidential, for Use of the Commission | |||
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Definitive Proxy Statement | Only (as permitted by Rule 14a-6(e)(2)) | ||||
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Definitive Additional Materials | |||||
þ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1) | Title of each class of securities to which transaction applies: | ||
2) | Aggregate number of securities to which transaction applies: | ||
3) | 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): | ||
4) | Proposed maximum aggregate value of transaction: | ||
5) | Total fee paid: |
o | Fee paid previously with preliminary materials. | |
o | 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. |
1) | Amount Previously Paid: | ||
2) | Form, Schedule or Registration Statement No.: | ||
3) | Filing Party: | ||
4) | Date Filed: |
| Key Points to Cover in Employee Communications | |
| Frequently Asked Questions about the Transaction |
§ | On October 31, 2008, SM&A and Odyssey Investment Partners, LLC announced that we signed an Agreement for Odyssey to acquire SM&A. In this document, the Purchase Agreement will be referred to as the Transaction. | |
§ | We want to give you as much information as possible regarding the Transaction so you can be prepared to respond to employees and clients potential questions. | |
§ | The proposed Transaction calls for SM&A stockholders to receive $6.25 per share, which represents a premium of 159% over the trading price of SM&As common stock at close of business on October 30, 2008. This values the Transaction at approximately $119.6 million. | |
§ | The Transaction is not complete until it is approved by shareholders, approved by the appropriate government regulatory agencies, and goes through the customary closing process. We expect this process to conclude by the end of 2008. |
§ | On October 31, a press release was sent announcing that SM&A has agreed to be acquired by Odyssey. | |
§ | Immediately following this release, all SM&A employees received an e-mail from Cathy McCarthy with the press release/announcement attached. | |
§ | During normal business hours on October 31, a letter to all Clients, signed by Cathy McCarthy, was distributed to the AEs via email. SM&A leadership also held an onsite meeting at Newport Beach . | |
§ | An All Hands Call is scheduled for 9:00 a.m. Pacific Time, on Monday, November 3, for Cathy to discuss the Transaction with employees. The call will be available for replay for those in the field unable to participate. |
§ | Employees will be able to access Transaction-related information on the Knowledge Management (KM) site to keep them fully informed and track the progress of this Transaction. |
§ | Execute a successful quarter. We must continue to focus on meeting our planned business goals and taking care of our clients during the Transaction approval process. | |
§ | Complete the 2009 strategic planning process and operation plan. | |
§ | Keep the lines of communication open. The process will move more smoothly if everyone participates in driving the success of the Transaction through open communication. |
§ | We are aware that the release of this information may create some uncertainty. Employees will have many questions in the weeks to come as the Transaction process moves forward. We are committed to open and honest communication. However, due to legal requirements, we are restricted in what information can be shared before the Transaction is approved. We will communicate as much and as often as we can throughout the process, and will count on you as leaders to help keep our employees informed. | |
§ | We have prepared a list of anticipated questions and answers for you to use in discussing the Transaction with our employees. This information will help dispel rumors, and keep the SM&A team informed and focused on our day-to-day business. | |
§ | Employees are encouraged to e-mail questions regarding this Transaction to Katie Haddock, SM&As new Director of Corporate Communications (Katie.Haddock@smawins.com). As questions are received, they will be answered and then posted to a FAQ (Frequently Asked Questions) list. The Transaction KM site will keep employees up to date on activities and decisions |
as they are available. Employees who have not yet found their way to the KM website can take this opportunity to become acquainted with this communication tool, and should be encouraged to visit the site often for Transaction updates. |
§ | Once the announcement is made, you may share any public information, to include the Press Release. If appropriate, direct individuals to our external website, where they can read the news directly. Do not try to interpret the Release or speculate on future events related to this Transaction. | |
§ | Calls from the media or analysts should be directed to Katie Haddock, Director of Corporate Communications and investors should be directed to Jim Eckstaedt, CFO and EVP Finance. Any questions you have about what is and is not appropriate to share should be directed to Katie or Jim. |
| Odyssey Investment Partners will be a strong financial partner with a long-term outlook. They will permit the company to invest in the necessary infrastructure that will support our strategic growth plans in a more efficient and cost effective manner. This, in turn, will allow the management team to continue to successfully build the organic SM&A business and to add strategic acquisitions that can position SM&A as an even more prominent factor in the large commercial and government procurement sector. | ||
| As a private company, we have the ability to focus on our business, our clients, and our employees. The privatization of SM&A offers increased stability for senior leadership to implement strategic plans, and be true to our commitment to quality first, and revenue growth second. | ||
| A public company incurs a variety of expenses for governance regulatory oversight, and reporting. Those resources can now be invested in improving our operations. | ||
| We believe this Transaction is a way of providing predictability and stability for SM&A. Moreover, it allows for SM&As energy and resources to be focused on investing in our people, our clients, and our processes. |
§ | Being a private company will allow us to allocate some of the resources previously required to operate as a publicly traded company to delivering on the strategic initiatives designed to improve our employees opportunities for success. For example, SM&A could use those resources to help implement a field management structure; roll out the project feedback and performance management process; and enhance operations service and efficiencies. | |
§ | Odyssey strongly believes in our Integrated Management product roadmap and wants to accelerate the completion of our product offerings through increased internal development and acquisitions. |
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With expanded product offerings, we will continue to provide our clients more value-added services, while providing our people opportunities to work on a greater variety of interesting and important projects. |
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§ | The current organization will remain in place. Cathy McCarthy will continue in her role as CEO and President along with her current executive management team. Cathy is NOT retiring - she is looking forward to 2009 and beyond. We dont anticipate any organizational changes outside those that occur in the normal course of business as we roll out the 2009 operating plan. | |
§ | The board of directors of SM&A will not continue with the organization past the closure of the Transaction. A new board of directors will be selected to provide appropriate oversight and strategic support. |
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§ | www.odysseyinvestment.com |
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| Traditional equity awards will no longer be available as we will be a privately held company without public shareholders. | ||
| Similarly, the Employee Stock Purchase Program will no longer be offered. |
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