SCHEDULE 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LeYMie/K++abW+dchpGUe2qg0H2dWWboRhxbSOKgK4XMHbOZI3r0F+1VLqcnuZ2C JrTxwh9I9dj9MpWed4Ugcw== 0001193125-05-212146.txt : 20051031 0001193125-05-212146.hdr.sgml : 20051031 20051031170726 ACCESSION NUMBER: 0001193125-05-212146 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051031 DATE AS OF CHANGE: 20051031 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NCI, Inc. CENTRAL INDEX KEY: 0001334478 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 203211574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81098 FILM NUMBER: 051167069 BUSINESS ADDRESS: STREET 1: 11730 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: (703) 707-6900 MAIL ADDRESS: STREET 1: 11730 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Narang Charles K CENTRAL INDEX KEY: 0001341930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 703-707-6900 MAIL ADDRESS: STREET 1: C/O NCI, INC. STREET 2: 11730 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 SC 13D 1 dsc13d.htm SCHEDULE 13D SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

NCI, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.019 per share

(Title of Class of Securities)

62886K 10 4

(CUSIP Number)

Charles K. Narang

11730 Plaza America Drive, Reston, Virginia 20190

703.707.6900

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

October 20, 2005

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1 (e), 240.13d-1 (f) or 240.13d-1 (g), check the following box. ¨


CUSIP No. 62886K 10 4		Page 2 of 6


1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Chander (Charles) K. Narang
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only:
4.	Source of Funds (See Instructions) PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization U.S.A.

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

6,300,000 Class B common stock convertible at option of holder into Class A common stock

8. Shared Voting Power

9. Sole Dispositive Power

6,300,000 Class B common stock convertible at option of holder into Class A common stock

10. Shared Dispositive Power

478,946 Class A common stock


11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 6,778,946
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares:	¨
13.	Percent of Class Represented by Amount in Row (11)*: 100% of Class B common stock Less than 5% of Class A common stock
14.	Type of Reporting Person (See Instructions) IN

(*)	Based on 6,300,000 shares of Class B common stock outstanding as of October 31, 2005 and 7,022,498 shares of Class A common stock outstanding as of October 31, 2005.


CUSIP No. 62886K 10 4		Page 3 of 6

Item 1. Security and Issuer.

The Registration Statement on Form S-1, as amended (Registration No. 333-127006) which registered the shares of the Class A common stock was declared effective by the SEC on October 20, 2005. This statement relates to the Class B common stock of the Company, which is convertible at the option of the holder into Class A common stock. The Class B common stock has the same rights and preferences as the Class A common stock, except that each share of the Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes and is freely convertible into one share of the Class A common stock.

Item 2. Identity and Background.

(a) This statement is filed by Chander (Charles) K. Narang.

(b) The business address for Mr. Narang is 11730 Plaza America Drive, Reston, Virginia 20190.

(c) Mr. Narang is the founder, President and CEO of the Company. The principal business of the Company is providing information technology services and solutions to U.S. federal government agencies. The Company’s address is 11730 Plaza America Drive, Reston, Virginia 20190.

(d) During the last five years, Mr. Narang has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Mr. Narang has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or findings of any violation with respect to such laws.

(f) Mr. Narang is a citizen of the United States of America.


CUSIP No. 62886K 10 4		Page 4 of 6

Item 3. Source and Amount of Funds or Other Consideration.

Mr. Narang is the founder of the Company and the funds used to found the Company were personal funds supplied by Mr. Narang.

Item 4. Purpose of the Transaction.

Mr. Narang is the founder, Chairman and Chief Executive Officer of the Company.

Item 5. Interest in Securities of the Issuer.

The Reporting Person is Mr. Narang.

(a) Amount beneficially owned: 6,3000,000 shares of Class B Common Stock and 478,946 shares of Class A common stock through the Shashi K. Narang 2004 GRAT under Trust Agreement dated December 29, 2004 and the Chander K. Narang 2004 GRAT under Trust Agreement dated December 29, 2004.

(b) Percent of Class: Mr. Narang owns 100% of the Class B common stock of the Company and less than 5% of the Class A common stock of the Company.

(i) sole power to vote or direct the vote: 6,300,000 Class B common stock

(ii) shared power to vote or direct the vote: 0

(iii) sole power to dispose or direct the disposition of: 6,300,000 Class B common stock

(iv) shared power to dispose or direct the disposition of: 478,946 Class A common stock


CUSIP No. 62886K 10 4		Page 5 of 6

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

To the knowledge of Mr. Narang, on the date hereof, except to the extent set forth herein or the Exhibits herewith, Mr. Narang has no other contracts, arrangement, understandings or relationship (legal or otherwise) with any person with respect to the securities of the Company, including but not limited to, transfer of any such securities, finders fees, joint ventures, loan or other option arrangements, puts or calls, guarantees of profits, divisions of profits or losses or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.


Exhibit 1.		Lock Up Agreement, dated October 20, 2005, between the Company, Legg Mason Wood Walker, Incorporated as Representative of the Underwriters listed on Schedule 1 of the Underwriting Agreement and Charles K. Narang.


CUSIP No. 62886K 10 4		Page 6 of 6

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 31, 2005

/s/ CHARLES K. NARANG

Charles K. Narang

EX-1 2 dex1.htm EXHIBIT 1 EXHIBIT 1

Exhibit 1

NCI, Inc.

11730 Plaza America Drive

Reston, Virginia 20190

LEGG MASON WOOD WALKER, INCORPORATED

RAYMOND JAMES & ASSOCIATES, INC.

ROBERT W. BAIRD & CO., INCORPORATED

STEPHENS INC.

c/o Legg Mason Wood Walker, Incorporated

100 Light Street

Baltimore, Maryland 21202

Re: Agreement Not to Sell NCI, Inc. Stock (this “Agreement”)

Ladies and Gentlemen:

The undersigned refers to the proposed Underwriting Agreement (the “Underwriting Agreement”) among NCI, Inc., a Delaware corporation (the “Company”), the several underwriters named therein (the “Underwriters”) and the selling stockholders named therein. As an inducement to the Underwriters to execute the Underwriting Agreement in connection with the proposed public offering of shares of the Company’s Class A common stock, par value $0.019 per share (“Class A Common Stock”), pursuant to a Registration Statement on Form S-1, the undersigned hereby agrees that from the date hereof and until 180 days after the public offering date set forth on the final prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell (including any short sale), pledge, hypothecate, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, directly or indirectly, any shares of Class A Common Stock or securities convertible into or exchangeable or exercisable for any shares of Class A Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Class A Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Legg Mason Wood Walker, Incorporated. In addition, the undersigned agrees that, during the period commencing on the date hereof and ending 180 days after the Public Offering Date, without the prior written consent of Legg Mason Wood Walker, Incorporated: (a) the undersigned will not request, make any demand for or exercise any right with respect to, the registration of any Class A Common Stock or any security convertible into or exercisable or exchangeable for Class A Common Stock and (b) the undersigned waives any and all notice requirements and rights with respect to the registration of any such security pursuant to any agreement, understanding or otherwise to which the undersigned is a party.

Any Class A Common Stock received upon exercise of options granted to the undersigned will also be subject to this Agreement, but the undersigned shall not be prohibited from exercising any such options and holding the underlying Class A Common Stock. Any Class A Common Stock acquired by the undersigned in the open market on or after the Public Offering Date (pursuant to a “friends and family” or directed share program or otherwise) will also be subject to this Agreement. A transfer of Class A Common Stock to a family member or a trust for the benefit of the undersigned or a family member may be made, provided the transferee agrees in writing to be bound by the terms of this Agreement as if it were a party hereto.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to (a) decline to make any transfer of shares of Class A Common Stock if such transfer would constitute a violation or breach of this Agreement and (b) place legends and stop transfer instructions on any such shares of Class A Common Stock owned or beneficially owned by the undersigned.

This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before December 31, 2005.


Very truly yours,

/s/ Charles K. Narang
Printed Name:		/s/ Charles K. Narang
Date:		October 20, 2005

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