<PAGE> 1
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, 1998
--------------
SM&A CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant a specified in its Charter)
California 0-23585 33-0080929
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4695 MacArthur Court, Eighth Floor, Newport Beach, California 92660
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 975-1550
------------------------------
STEVEN MYERS & ASSOCIATES, INC.
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
NAME CHANGE.
On August 6, 1998, SM&A Corporation, a California corporation ("Sub"),
the wholly owned subsidiary of Steven Myers & Associates, Inc. ("Parent") was
acquired by Parent, a California corporation, in a short form merger under the
California Corporations Code (the "Merger"). As part of the Merger, Parent
caused its name to be changed to SM&A Corporation and Sub was merged into Parent
with Parent as the surviving corporation. Sub had no assets or liabilities at
the time of the Merger and was formed for the purpose of causing the foregoing
name change to Parent. Confirmation of the merger and name change were received
from the California Secretary of State on August 18, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
3.1 Certificate of Ownership as filed with the California
Secretary of State on August 6, 1998 concerning the Merger of
SM&A Corporation with and into Steven Myers & Associates,
Inc. and causing Steven Myers & Associates, Inc. to change
its name to SM&A Corporation.
99.1 Text of Press Release dated August 18, 1998.
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 18, 1998 SM&A CORPORATION
(formerly, Steven Myers &
Associates, Inc.)
By: /s/ RONALD A. HUNN
--------------------------------
Ronald A. Hunn, Chief Financial
Officer
-3-
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
3.1 Certificate of Ownership as filed with the California Secretary of State
on August 6, 1998 concerning the Merger of SM&A Corporation with and
into Steven Myers & Associates, Inc. and causing Steven Myers &
Associates, Inc. to change its name to SM&A Corporation.
99.1 Text of Press Release dated August 18, 1998.
</TABLE>
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF OWNERSHIP
Steven S. Myers and Ronald A. Hunn certify that:
1. They are the President and Secretary, respectively, of Steven Myers &
Associates, Inc., a California corporation.
2. This corporation owns all the outstanding shares of SM&A Corporation,
a California corporation.
3. The board of directors of this corporation duly adopted the following
resolution:
RESOLVED, that this corporation merge SM&A Corporation, its wholly owned
subsidiary corporation, into itself and assume all its obligations
pursuant to Section 1110 of the California Corporations Code;
RESOLVER, FURTHER, that Article I of the Amended and Restated Articles
of Incorporation of this corporation shall be deleted and replaced with
a new Article I to read in its entirety as follows:
ARTICLE I
THE NAME OF THIS CORPORATION SHALL BE:
SM&A CORPORATION
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
July 8, 1998
/s/ STEVEN S. MYERS
------------------------------------
Steven S. Myers, President
/s/ RONALD A. HUNN
------------------------------------
Ronald A. Hunn, Secretary
<PAGE> 1
EXHIBIT 99.1
[STEVEN MYERS & ASSOCIATES LETTERHEAD]
NEWS RELEASE
Contact: Ron Hunn
Steven Myers & Associates
(949) 975-1550
STEVEN MYERS & ASSOCIATES ANNOUNCES NAME CHANGE TO SM&A
CORPORATION
NEWPORT BEACH, Calif., Aug. 18--Steven Myers & Associates, Inc. (Nasdaq:
WINS) announced today that it has formally changed its company name to SM&A
Corporation.
Steve Myers, Chairman and CEO of SM&A Corp., said, "Our clients have
been calling us SM&A for years, and more recently, our investors have been
referring to us as SM&A as well."
SM&A is a leading proposal management and engineering services company.
Its team of approximately 410 highly experienced professionals helps its client
win government and commercial contracts and conduct successful programs. SM&A
provides proposal management, system engineering and program integration
services to aerospace, communications, and electronics companies.
www.smawins.com
