UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. 9)
Stanley, Inc.
(Name of Subject Company)
Stanley, Inc.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
854532108
(CUSIP Number of Class of Securities)
Scott D. Chaplin, Esq.
Senior Vice President and General Counsel
Stanley, Inc.
3101 Wilson Boulevard, Suite 700
Arlington, VA 22201
Telephone: (703) 684-1125
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
With copies to:
Stephen L. Burns, Esq.
Craig F. Arcella, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
o Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This Amendment No. 9 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Stanley, Inc., a Delaware corporation
(the Company), initially filed on May 20, 2010, as amended by Amendment No. 1 thereto filed on
May 26, 2010, Amendment No. 2 thereto filed on June 1, 2010, Amendment No. 3 thereto filed on June
8, 2010, Amendment No. 4 thereto filed on June 18, 2010, Amendment No. 5 thereto filed on July 12,
2010, Amendment No. 6 thereto filed on July 16, 2010, Amendment No. 7 thereto filed on August 2,
2010 and Amendment No. 8 thereto filed on August 3, 2010 (the Initial Schedule 14D-9). The
Initial Schedule 14D-9 relates to the cash tender offer by CGI Fairfax Corporation (the Offeror),
a Delaware corporation and an indirect wholly owned subsidiary of CGI Group Inc., a corporation
organized under the laws of the Province of Québec, Canada (CGI), disclosed in a Tender Offer
Statement on Schedule TO, dated May 20, 2010 (the Schedule TO), filed with the Securities and
Exchange Commission, to purchase all of the outstanding common stock, par value $0.01 per share, of
the Company (the Company Common Stock), at a price of $37.50 per share of Company Common Stock,
net to the seller in cash, without interest thereon and less any required withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase, dated May 20, 2010 and
in the related Letter of Transmittal, which were filed with the Schedule TO as Exhibits (a)(1)(A)
and (a)(1)(B) thereto. Except as otherwise set forth below, the information set forth in the
Initial Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items
in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Initial Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Initial Schedule 14D-9 is hereby amended and supplemented by adding the following text at
the end of Item 8:
Completion of the Offer
On August 17, 2010, CGI issued a press release announcing that at 12:00
midnight, New York City time, on Monday, August 16, 2010, the Offer expired as
scheduled. The Offer was not extended. Approximately 22,556,825 shares of the Company
Common Stock were tendered and not validly withdrawn prior to the expiration of the
Offer, including approximately 2,606,303 shares subject to guaranteed delivery procedures. The Offeror
has accepted all tendered and not validly withdrawn shares of the Company Common
Stock for payment. The shares of the Company Common Stock tendered and not validly
withdrawn represent approximately 95.2% of the outstanding shares of the Company
Common Stock.
On August 17, 2010, CGI also announced that, as the Offeror owned more than
90% of the outstanding shares of the Company Common Stock, the Offeror would
complete the acquisition of the Company on August 17, 2010 through the short-form
merger procedure under the DGCL, without a vote or meeting of the Companys
shareholders. A copy of the press release is filed as Exhibit (a)(19) hereto and is
incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 of the Initial Schedule 14D-9 is hereby amended and supplemented by adding the
following Exhibit:
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Exhibit No. |
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Description |
(a)(19)
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Press Release issued by CGI Group Inc., CGI Federal Inc. and
CGI Fairfax Corporation on August 17, 2010 |
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