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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) May 3, 2000
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EMERGENT INFORMATION TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its Charter)
California 0-23585 33-0080929
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4695 MacArthur Court, Eighth Floor, Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 975-1550
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SM&A CORPORATION
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 3, 2000, Emergent Information Technologies, Inc., a California
corporation formerly known as SM&A Corporation (the "Company"), contributed to
Steven Myers & Associates, Inc., a California corporation and wholly-owned
subsidiary of the Company, those assets which constitute the proposal management
portion of the Company's business. Steven Myers & Associates, Inc. intends to
continue using the assets in connection with its proposal management business.
ITEM 5. OTHER EVENTS
Name Change.
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Effective May 4, 2000, Emergent Information Technologies, Inc., a
California corporation and wholly-owned subsidiary of the Company ("EITI"), was
acquired by the Company in a short form merger under the California Corporations
Code (the "Merger"). As part of the Merger, the Company caused its name to be
changed to Emergent Information Technologies, Inc. and EITI was merged into the
Company with the Company as the surviving corporation. EITI had no assets or
liabilities at the time of the Merger and was formed for the purpose of causing
the foregoing name change to the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
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3.1 Action by Unanimous Written Consent of the Board of Directors of
SM&A Corporation transferring assets to Steven Myers &
Associates, Inc.
3.2 Certificate of Ownership as filed with the California Secretary
of State on April 25, 2000 (effective May 4, 2000), concerning
the Merger of Emergent Information Technologies, Inc. with and
into SM&A Corporation and causing SM&A Corporation to change its
name to Emergent Information Technologies, Inc.
99.1 Text of Press Release dated May 4, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 4, 2000 EMERGENT INFORMATION TECHNOLOGIES,
INC. (formerly, SM&A Corporation)
By: /s/ Michael A. Piraino
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Michael A. Piraino, President
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EXHIBIT 3.1
ACTION BY UNANIMOUS WRITTEN CONSENT
OF
BOARD OF DIRECTORS
OF
SM&A CORPORATION,
a California corporation
Pursuant to Section 307(b) of the California Corporations Code and the
Bylaws of SM&A Corporation, a California corporation (the "Corporation"), the
undersigned, being all of the directors of the Corporation, do hereby adopt the
following resolutions by unanimous written consent and direct that a true and
correct copy of such resolutions be filed with the Secretary of the Corporation
and kept in its books and minutes.
Transfer of Assets
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WHEREAS, there has been presented to this Board of Directors a
proposal that this Corporation transfer to Steven Myers & Associates,
Inc., a California corporation and wholly-owned subsidiary of this
Corporation, those assets of this Corporation which constitute the
proposal management portion of this Corporation (the "Proposal
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Management Assets"); and
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WHEREAS, it is deemed to be in the best interest of this
Corporation that this Corporation transfer the Proposal Management
Assets to Steven Myers & Associates, Inc.
NOW, THEREFORE, BE IT RESOLVED, that the Proposal Management
Assets be, and they hereby are, transferred to Steven Myers &
Associates, Inc.
RESOLVED, FURTHER, that the officers of this Corporation be,
and each of them hereby is, authorized, directed and empowered to take
any and all actions which may be necessary or appropriate to effect the
foregoing resolutions.
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IN WITNESS WHEREOF, the undersigned, being all of the directors of this
Corporation, do hereby adopt the foregoing resolutions by Unanimous Written
Consent as of May 3, 2000.
/S/ STEVEN S. MYERS
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Steven S. Myers
/S/ MICHAEL A. PIRAINO
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Michael A. Piraino
/S/ J. CHRISTOPHER LEWIS
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J. Christopher Lewis
/S/ VINCENT C. SMITH
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Vincent C. Smith
/S/ JOSEPH B. FULLER
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Joseph B. Fuller
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EXHIBIT 3.2
CERTIFICATE OF OWNERSHIP
Michael A. Piraino hereby certifies that:
1. He is the President and Secretary of SM&A Corporation, a California
corporation (this "Corporation").
2. This Corporation owns all of the outstanding shares of Emergent Information
Technologies, Inc., a California corporation.
3. The board of directors of this Corporation duly adopted the following
resolution:
RESOLVED, that this Corporation merge Emergent Information Technologies,
Inc., its wholly-owned subsidiary, into itself and assume all of its
obligations pursuant to Section 1110 of the California Corporations Code;
RESOLVED, 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:
Emergent Information Technologies, Inc.
4. This Certificate of Ownership and the merger shall become effective on May
4, 2000.
I 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 my own knowledge.
April 24, 2000 /s/ MICHAEL A. PIRAINO
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Michael A. Piraino, President and Secretary
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EXHIBIT 99.1
NEWS RELEASE
SM&A changes name, promotes COO Piraino to CEO
NEWPORT BEACH, Calif., May 4 (Reuters) - Software developer SM&A Corp. said on
Thursday it had changed its name to Emergent Information Technologies Inc. to
reflect its focus as a provider of information technology services and software
development for telecommunications and health care.
It said its stock symbol had been changed to EITI (Nasdaq:EITI - news) from WINS
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(NasdaqNM:WINS - news).
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The company also announced that Michael Piraino, its president and chief
operating officer, had been promoted to the post of chief executive. Ajay Patel
was named COO. Steven Myers will step down from the CEO post but will remain
chairman of the board, it said.
The company said it believes its new corporate focus will further reduce its
reliance on the aerospace and defence sector.
Separately, Emergent announced first quarter net income of $663,000, or 4 cents
per diluted share, on revenues of $31.6 million, A year earlier it earned $2.3
million, or 14 cents a share, on revenues of $25.3 million.
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