As filed with the Securities and Exchange Commission on August 1, 2011.
Registration No. 333-89030
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-89030
UNDER THE SECURITIES ACT OF 1933
SRA INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
4350 Fair Lakes Court
Fairfax, VA 22033
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
SRA International, Inc. 2002 Stock Incentive Plan, Stock Option Plan, as amended,
Key Employee Incentive Plan
(Full titles of the Plans)
SRA International, Inc.
4350 Fair Lakes Court
Fairfax, VA 22033
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
|Large accelerated filer þ
||Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
|Smaller reporting company o
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement of SRA International,
Inc. (the Company) on Form S-8, File No. 333-89030, originally filed on May 24, 2002 (the
Registration Statement), registering 8,476,349 shares of class A common stock, $0.004 par value
per share (Company Common Stock) (i) 3,529,411 shares of Company Common Stock under the SRA
International, Inc., 2002 Stock Incentive Plan; (ii) 3,630,471 shares of Company Common Stock under
the Stock Option Plan, as amended; and (iii) 1,316,467 shares of Company Common Stock under the Key
Employee Incentive Plan.
Effective as of July 20, 2011, pursuant to the Agreement and Plan of Merger, dated as of March 31,
2011, among the Company, Sterling Parent Inc. (Parent), a Delaware corporation, and Sterling
Merger Inc. (Merger Sub), a Delaware corporation and wholly owned subsidiary of Parent (the
Merger Agreement), Merger Sub merged with and into the Company, with the Company surviving as a
wholly owned subsidiary of Parent (such transaction, the Merger). The consummation of the Merger
and certain related events were disclosed in the Companys Current Report on Form 8-K, as filed
with the Securities and Exchange Commission (the SEC) on July 26, 2011.
As a result of the Merger, the Company has terminated any and all offerings of its securities
pursuant to existing registration statements including the Registration Statement. Accordingly,
the Company hereby terminates the effectiveness of the Registration Statement and (in accordance
with the undertaking made by the Company in Part II of the Registration Statement to remove from
registration, by means of a post-effective amendment, any securities that had been registered for
issuance but remain unsold at the termination of the offering) removes from registration any and
all securities of the Company registered but unsold under the Registration Statement as of the
effective time of this Post-Effective Amendment.
The foregoing description of the Merger, the Merger Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its entirety by, the
Merger Agreement, which is attached as Exhibit 2.1 to the Companys Current Report on Form 8-K
filed with the SEC on April 5, 2011.
Pursuant to the requirements of the Securities Act of 1933, as amended (Securities Act), 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 to the
Registration Statement referenced herein to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Fairfax, State of Virginia, on August 1, 2011.
||SRA INTERNATIONAL, INCORPORATED
||/s/ MARK D. SCHULTZ
||Mark D. Schultz
||Senior Vice President & General Counsel
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the
Registration Statement in reliance on Rule 478 of the Securities Act.