0001104659-03-022472.txt : 20031009 0001104659-03-022472.hdr.sgml : 20031009 20031009153834 ACCESSION NUMBER: 0001104659-03-022472 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031009 GROUP MEMBERS: JAMES B. UPCHURCH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAVICH JESS M CENTRAL INDEX KEY: 0001094988 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 11766 WILSHIRE BOULEVARD STREET 2: SUITE 870 CITY: LOS ANGELES STATE: CA ZIP: 90025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SM&A CENTRAL INDEX KEY: 0001050031 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 330080929 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53209 FILM NUMBER: 03935021 BUSINESS ADDRESS: STREET 1: 4695 MACARTHUR COURT STREET 2: 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9499751550 MAIL ADDRESS: STREET 1: 4695 MACARTHUR COURT STREET 2: 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: EMERGENT INFORMATION TECHNOLOGIES INC DATE OF NAME CHANGE: 20000426 FORMER COMPANY: FORMER CONFORMED NAME: SM&A CORP DATE OF NAME CHANGE: 19980818 FORMER COMPANY: FORMER CONFORMED NAME: STEVEN MYERS & ASSOCIATES INC DATE OF NAME CHANGE: 19980123 SC 13D/A 1 a03-3918_1sc13da.htm SC 13D/A

SEC 1746
(11-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D (Rule 13d-101)	Estimated average burden hours per response. . 11

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 4)(1)

SM&A (f/k/a Emergent Information Technologies, Inc.)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

290931 10 4

(CUSIP Number)

Jess M. Ravich

James B. Upchurch

11766 Wilshire Boulevard, Suite 850

Los Angeles, California 90025

(310) 996-9585

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 7, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 290931 10 4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jess M. Ravich

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 878,400

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 878,400

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 878,400

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). James B. Upchurch

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 878,400

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 878,400

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 878,400

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 4.4%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 4 (this “Amendment”) to the Statement on Schedule 13D (the “Statement”) is being filed on behalf of Jess M. Ravich and James B. Upchurch (each of Messrs. Ravich and Upchurch is referred to herein as a “Reporting Person” and they are referred to collectively as “Reporting Persons”) and relates to shares of Common Stock, no par value (the “Common Stock”), of SM&A (f/k/a Emergent Information Technologies, Inc.), a California corporation (“SM&A”).
Item 1.	Security and Issuer
Item 2.	Identity and Background
Item 3 of the Statement is hereby amended and restated in its entirety as follows:
Item 3.	Source and Amount of Funds or Other Consideration
Since August 11, 2003, the Reporting Persons have sold 285,000 shares of Common Stock for an aggregate consideration of $3,424,196.16.
Item 4.	Purpose of Transaction
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
Item 5.	Interest in Securities of the Issuer
(a)	As of July 25, 2003, there were 20,095,885 shares of Common Stock outstanding (the “Outstanding Shares”). The Reporting Persons, acting as a group within the meaning of Section 13(d)(3) of the Exchange Act of 1934 (the “Act”), may be deemed to be a group beneficially owning, in the aggregate, 878,400 shares of Common Stock, which represents approximately 4.4% of the Outstanding Shares. Caltius Mezzanine, Caltius Mezzanine II, Caltius Mezzanine II-A and Caltius Private Equity, individually, hold 106,546, 558,231, 81,036 and 132,587 shares of the Common Stock, respectively. These holdings of the Investment Entities represent approximately 0.5%, 2.8%, 0.4% and 0.7% of the Outstanding Shares, respectively.
(b)	The Reporting Persons, acting as a group within the meaning of Section 13(d)(3) of the Act, share voting and dispositive power over the 878,400 shares of the Common Stock. None of the Investment Entities possess independent voting or dispositive power over the shares of Common Stock they individually hold.
(c)	During the past 60 days the only transactions by the Reporting Persons in the class of securities reported herein are set forth on Exhibit 2 hereto.
(d)	The Investment Entities are entitled to receive dividends and any sale proceeds with respect to the shares of Common Stock in proportion to their respective ownership interests therein.
(e)	The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock of SM&A on October 7, 2003.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7 of the Statement is hereby restated in its entirety to include the following:
Item 7.	Material to Be Filed as Exhibits
Exhibit 1 – Agreement Regarding Joint Filing Exhibit 2 – Transactions Within the Past Sixty Days

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

	October 8, 2003
	Date
	/s/ Jess M. Ravich
	Signature
	Jess M. Ravich
	Name/Title

	/s/ James B. Upchurch
	Signature
	James B. Upchurch
	Name/Title

EX-1 3 a03-3918_1ex1.htm EX-1

EXHIBIT 1

AGREEMENT REGARDING JOINT FILING

The undersigned, Jess M. Ravich and James B. Upchurch, hereby agree and acknowledge that the Amendment containing the information required by Schedule 13D, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.

Dated: October 8, 2003

/s/ Jess M. Ravich
Jess M. Ravich

/s/ James B. Upchurch
James B. Upchurch

EX-2 4 a03-3918_1ex2.htm EX-2

EXHIBIT 2

TRANSACTIONS WITHIN THE PAST SIXTY DAYS

TRADE DATE	TRADING ENTITY	TYPE OF TRADE	NUMBER OF SHARES	PRICE PER SHARE		BROKER
09-17-2003	Caltius Mezzanine	Sale	6065	$	11.0100	Roth Capital Partners
09-17-2003	Caltius Mezzanine II	Sale	31775	$	11.0100	Roth Capital Partners
09-17-2003	Caltius Mezzanine II-A	Sale	4613	$	11.0100	Roth Capital Partners
09-17-2003	Caltius Equity Partners	Sale	7547	$	11.0100	Roth Capital Partners
09-18-2003	Caltius Mezzanine	Sale	3032	$	11.4900	Roth Capital Partners
09-18-2003	Caltius Mezzanine II	Sale	15888	$	11.4900	Roth Capital Partners
09-18-2003	Caltius Mezzanine II-A	Sale	2306	$	11.4900	Roth Capital Partners
09-18-2003	Caltius Equity Partners	Sale	3774	$	11.4900	Roth Capital Partners
09-19-2003	Caltius Mezzanine	Sale	3032	$	11.9500	Roth Capital Partners
09-19-2003	Caltius Mezzanine II	Sale	15888	$	11.9500	Roth Capital Partners
09-19-2003	Caltius Mezzanine II-A	Sale	2306	$	11.9500	Roth Capital Partners
09-19-2003	Caltius Equity Partners	Sale	3774	$	11.9500	Roth Capital Partners
09-22-2003	Caltius Mezzanine	Sale	2280	$	11.9544	Roth Capital Partners
09-22-2003	Caltius Mezzanine II	Sale	11948	$	11.9544	Roth Capital Partners
09-22-2003	Caltius Mezzanine II-A	Sale	1734	$	11.9544	Roth Capital Partners
09-22-2003	Caltius Equity Partners	Sale	2838	$	11.9544	Roth Capital Partners
09-23-2003	Caltius Mezzanine	Sale	4524	$	11.9728	Roth Capital Partners
09-23-2003	Caltius Mezzanine II	Sale	23705	$	11.9728	Roth Capital Partners
09-23-2003	Caltius Mezzanine II-A	Sale	3441	$	11.9728	Roth Capital Partners
09-23-2003	Caltius Equity Partners	Sale	5630	$	11.9728	Roth Capital Partners
09-24-2003	Caltius Mezzanine	Sale	473	$	12.5700	Roth Capital Partners
09-24-2003	Caltius Mezzanine II	Sale	2478	$	12.5700	Roth Capital Partners
09-24-2003	Caltius Mezzanine II-A	Sale	360	$	12.5700	Roth Capital Partners
09-24-2003	Caltius Equity Partners	Sale	589	$	12.5700	Roth Capital Partners
10-07-2003	Caltius Mezzanine	Sale	12129	$	12.3526	Roth Capital Partners
10-07-2003	Caltius Mezzanine II	Sale	63551	$	12.3526	Roth Capital Partners

TRADE DATE	TRADING ENTITY	TYPE OF TRADE	NUMBER OF SHARES	PRICE PER SHARE		BROKER
10-07-2003	Caltius Mezzanine II-A	Sale	9226	$	12.3526	Roth Capital Partners
10-07-2003	Caltius Equity Partners	Sale	15094	$	12.3526	Roth Capital Partners
10-08-2003	Caltius Mezzanine	Sale	3032	$	13.2834	Roth Capital Partners
10-08-2003	Caltius Mezzanine II	Sale	15888	$	13.2834	Roth Capital Partners
10-08-2003	Caltius Mezzanine II-A	Sale	2306	$	13.2834	Roth Capital Partners
10-08-2003	Caltius Equity Partners	Sale	3774	$	13.2834	Roth Capital Partners

Under the Securities Exchange Act of 1934 (Amendment No. 4)(1)

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 4)(1)