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As Filed With the Securities and Exchange Commission on August 11, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SM&A CORPORATION
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(Exact name of registrant as specified in its charter)
California 33-0080929
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4695 MacArthur Court, Eighth Floor, Newport Beach, California 92660
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(Address of Principal Executive Offices) (Zip Code)
SM&A CORPORATION
1995 SPACE APPLICATIONS CORPORATION NONQUALIFIED STOCK OPTION PLAN
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(Full title of the plan)
Michael A. Piraino
President and Chief Operating Officer
SM&A CORPORATION
4695 MacArthur Court, Eighth Floor
Newport Beach, California 92660
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(Name and address of agent for service)
(949) 975-1550
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(Telephone number, including area code, of agent for service)
COPY TO:
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Thomas J. Crane, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, Fourteenth Floor
Costa Mesa, California 92626
(714) 641-5100
Pursuant to an Agreement and Plan of Reorganization and Merger dated as of
May 18, 1998 (the "Merger Agreement"), among SM&A Corporation (the
"Registrant"), SAC Acquisition, Inc., Space Applications Corporation and Roger
H. Skinner, the Registrant assumed, effective as of May 29, 1998, all of the
outstanding options to purchase common stock of Space Applications Corporation
under the 1995 Space Applications Corporation Nonqualified Stock Option Plan,
and such options became exercisable to purchase shares of the Registrant's
Common Stock, with appropriate adjustments to the number of shares and exercise
price of each assumed option. The Merger Agreement provides that the Registrant
will issue additional shares of the Registrant's Common Stock if, upon the
effective date of a registration statement on Form S-8, the average closing
price of the Registrant's Common Stock on the NASDAQ National Market for the
twenty (20) trading days immediately before the effective date of the
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registration statement (the "Registration Closing Average") is less than
$13.931. The Registrant filed a registration statement on Form S-8 with the
Securities and Exchange Commission (the "SEC") on May 27, 1999 (Registration No.
333-79421), registering 290,503 shares of the Registrant's Common Stock pursuant
to the terms of the Merger Agreement. Based upon a recalculation of the
Registrant's shares of Common Stock to be issued pursuant to the Merger
Agreement, a new Registration Statement on Form S-8 (Registration No. 333-84109)
was filed with the SEC on July 30, 1999, registering 311,074 shares of the
Registrant's Common Stock.
Based upon the foregoing, the Registrant hereby deregisters the 290,503
shares of its Common Stock heretofore registered pursuant to Registration
Statement No. 333-79421.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport Beach, State of
California on August 10, 1999.
SM&A CORPORATION,
a California Corporation
By: /S/ MICHAEL A. PIRAINO
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Michael A. Piraino, President and Chief
Operating Officer
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