8-K

UNITED STATES

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): February 8, 2013

SRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	001-31334	54-1013306
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4300 Fair Lakes Court
Fairfax, Virginia	22033
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s telephone number, including area code): (703) 803-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Charles E. Gottdiener as a Director of the Company.

On February 8, 2013, SRA International, Inc. (the “Company”) announced that Charles E. Gottdiener was elected as a member of the board of directors. Mr. Gottdiener will serve on both Audit and Compensation and Personnel Committees of the board.

Mr. Gottdiener, 48, is a Managing Director of Providence Equity Partners focused on portfolio operations and is based in its New York office. Mr. Gottdiener is currently a director of Altegrity, Inc., Virtual Radiologic and Survey Sampling International.

Prior to joining Providence Equity Partners in 2010, Mr. Gottdiener spent seven years at Dun & Bradstreet, where he served in a number of strategy and operating roles, including as president of the $1 billion revenue global risk, analytics and Internet solutions business unit. Prior to joining Dun & Bradstreet in 2002, Mr. Gottdiener held several leadership positions in consulting with the Boston Consulting Group, CSC Index, and Cap Gemini Ernst & Young.

Mr. Gottdiener received a Master of Business Administration from the Wharton School of the University of Pennsylvania and a Bachelor of Arts from Grinnell College.

A copy of the press release dated February 8, 2013, announcing the election of Mr. Gottdiener as a director of the Company is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit
99.1	Press Release dated February 8, 2013, announcing the election of Charles E. Gottdiener as a member of the board of directors.

SIGNATURES

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.

	SRA INTERNATIONAL, INC.
Date: February 8, 2013	/S/ ANNE M. DONOHUE
	Anne M. Donohue
	Senior Vice President, General Counsel and Secretary

EX-99.1

CONTACT INFORMATION:

FOR IMMEDIATE RELEASE Mark Hein Director, Corporate Communications 703-803-1673 mark_hein@sra.com

SRA Welcomes Charles Gottdiener to Board of Directors

FAIRFAX, Va., Feb. 8, 2013 — SRA International, Inc., a leading provider of information technology solutions and professional services to government organizations, today announced that Charles Gottdiener, 48, was elected as a member of the board of directors, effective Feb. 8.

Gottdiener, 48, is a managing director for Providence Equity Partners focused on portfolio operations. He is based in its New York office and currently serves as a director of Altegrity, Inc., Survey Sampling International and Virtual Radiologic.

Prior to joining Providence Equity Partners in 2010, Gottdiener spent seven years at Dun & Bradstreet, where he served in a number of strategy and operating roles, including president of the $1 billion revenue global risk, analytics and Internet solutions business unit. Prior to joining Dun & Bradstreet in 2002, Gottdiener held several leadership positions in consulting with the Boston Consulting Group, CSC Index, and Cap Gemini Ernst & Young.

Gottdiener holds an M.B.A. from the Wharton School of the University of Pennsylvania and a bachelor’s from Grinnell College. He will serve on both the SRA Board of Directors’ Audit, and Compensation and Personnel Committees.

About SRA International, Inc.

For more than 30 years, SRA International has been dedicated to solving complex mission and efficiency challenges for the U.S. government. From our headquarters in Fairfax, Va., and from offices and locations around the globe, our approximately 6,000 employees support government clients in civilian, defense, health, intelligence, law enforcement and homeland security agencies by delivering IT solutions and professional services in such areas as information technology lifecycle services; cloud and mobile computing; cyber security; solutions development and integration; and, strategy development and organizational change management. We also provide mission-specific domain expertise in areas such as energy and environmental consulting; intelligence analysis; advanced research; and bioinformatics. Our employees’ deep commitment to offering real value to our clients and serving our communities is rooted in our ethic of Honesty and Service^®.

For more information on SRA International, please visit us at www.sra.com.

Any statements in this press release about future expectations, plans, and prospects for SRA, including statements about the estimated value of the contract and work to be performed, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “could,” “intend,” “may,” “potential,” “should,” “would” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (i) reduced spending levels and changing budget priorities of our largest customer, the United States federal government, which accounts for more than 98% of our revenue; (ii) failure of the customer to fund a contract or exercise options to extend contracts, or our inability to successfully execute awarded contracts; (iii) the failure of congressional leaders to agree upon further budget reductions as required by the debt ceiling compromise triggering automatic across-the-board cuts beginning in 2013 to civil and defense programs; (iv) failure to comply with complex U.S. government procurement-related laws and other regulations, including but not limited to, punitive damage liabilities under the False Claims Act and other laws, and financial incentives under so-called “whistleblower” statutes, awarding the whistleblower with a percentage of the recovery if the claims are successfully waged; (v) possible delays or overturning of our government contract awards due to bid protests by competitors or loss of contract revenue or diminished opportunities based on the existence of organizational conflicts of interest; (vi) failure to comply with laws such as the Foreign Corrupt Practices Act or regulations on government gratuities; (vii) failure to comply with Federal Acquisition Regulations and Cost Accounting Standards or the Fair Labor Standards Act; (viii) security threats, attacks or other disruptions on our information infrastructure, and failure to comply with complex network security and data privacy legal and contractual obligations or to protect sensitive information; (ix) any violation of third party intellectual rights; (x) adverse changes in federal government practices; (xi) delays in the U.S. government adopting appropriations necessary for program funding and future appropriation uncertainties adversely impacting customer spending plans; (xii) intense competition to win U.S. government contracts or recompetes and commoditization of services we offer; (xiii) failure to obtain option awards, task orders or funding under contracts, or inability to successfully execute awarded contracts; (xiv) any adverse results of audits and investigations conducted by the Defense Contract Audit Agency or any of the Inspectors General for various agencies with which we contract, including, without limitation, any determination that our contractor business systems or contractor internal control systems are deficient; and (xv) difficulties accurately estimating contract costs and contract performance requirements; (xvi) challenges in attracting and retaining key personnel or high-quality employees, particularly those with security clearances.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements. In addition, the forward-looking statements included in this press release represent our views as of Feb. 8, 2013. We anticipate that subsequent events and developments will cause our views to change. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to Feb. 8, 2013.

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