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): December 29, 2008

SM&A

(Exact name of registrant as specified in its charter)

Delaware	0-23585	33-0080929
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4695 MacArthur Court, 8th Floor, Newport Beach, California	92660
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 975-1550

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

EX-99.1

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

     On December 29, 2008, in connection with the completion of the merger discussed in Item 8.01, below, each of William C. Bowes, Dwight L. Hanger, J. Christopher Lewis, Cathy L. McCarthy, Peter Pace, Joseph B. Reagan, Robert Rodin, John P. Stenbit and Robert J. Untracht representing all of the directors of SM&A (the “Company”) has resigned effective upon consummation of the merger.

Item 8.01 Other Events.

     On December 29, 2008, the Company issued a press release announcing that the Company’s stockholders have approved, at a special meeting of the stockholders, the proposed merger of the Company with and into Project Victor Merger Sub, Inc., with the Company as the surviving entity, and further announcing that the merger transaction has been completed. The merger results in Project Victor Holdings, Inc. owning all of outstanding capital stock of the Company. Consequently, the Company intends to file a Form 15 to deregister the Company’s common stock from the Nasdaq Stock Market.

     A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of SM&A, issued on December 29, 2008.

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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.

December 29, 2008	SM&A
	By:	/s/ James R. Eckstaedt
		Name:	James R. Eckstaedt
		Title:	Executive Vice President, Finance and Chief Financial Officer

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Exhibit List

Exhibit No.	Description
99.1	Press Release of SM&A, issued on December 29, 2008.

EX-99.1

Exhibit 99.1

ODYSSEY INVESTMENT PARTNERS COMPLETES ACQUISITION OF SM&A

NEWPORT BEACH, Calif., December 29 – SM&A (formerly Nasdaq: WINS), the world’s foremost management consulting firm providing solutions to PURSUE, WIN and PERFORM on competitive procurement projects, and Odyssey Investment Partners, LLC, a leading middle-market private equity firm, today announced that an affiliate of Odyssey has completed its acquisition of SM&A in a merger transaction valued at approximately $119.6 million.

SM&A stockholders approved the transaction at a special stockholder meeting held on December 29, 2008.

SM&A stockholders will receive $6.25 in cash for each share of SM&A that they owned immediately prior to the merger. The Odyssey affiliate acquired 100% of the outstanding shares of the Company and consequently the Company’s stock will no longer be traded on the Nasdaq Stock Market. Union Bank of California, the paying agent for this transaction, will mail letters of transmittal to all SM&A stockholders of record immediately following the merger with instructions on how to deliver their stock certificates to the paying agent in exchange for the payment of the merger consideration. Stockholders should not surrender their stock certificates until they have completed the letter of transmittal. Stockholders who held their shares in “street name” through a bank or broker should contact their bank or broker to determine what actions they must take to receive the merger consideration.

Cathy McCarthy, president and chief executive officer of SM&A, commented, “We are delighted to begin our partnership with Odyssey Investment Partners. This relationship will enhance our growth prospects, which we believe will lead to attractive new opportunities for our clients and employees.”

Bill Hopkins, Managing Principal of Odyssey Investment Partners, LLC, said, “SM&A is an outstanding addition to our portfolio, as it is well-positioned for long-term growth in exciting markets. We are delighted to have completed this transaction in a timely manner and look forward to working closely with the SM&A management team to achieve our shared goals.”

Caltius Mezzanine provided financing for the transaction, including senior notes, senior subordinated notes and an equity co-investment.

About SM&A

SM&A is the world’s foremost management consulting firm providing leadership and mentoring solutions to PURSUE for business capture, WIN competitive procurements and PERFORM on the projects and programs won. Our proven processes, people and tools have delivered significant top-line and bottom-line growth across markets,

products and services. From the largest aerospace and defense contractors, through the major software providers, to healthcare and financial/audit service providers, SM&A is the partner many companies turn to WHEN THEY MUST WIN.

About Odyssey Investment Partners, LLC

Odyssey Investment Partners, LLC, based in New York, is a leading middle-market private equity fund with more than $1.2 billion under management. Odyssey Investment Partners, LLC makes majority, controlled investments primarily in established middle-market companies in a variety of industries, including industrial manufacturing, business, financial and healthcare services, aerospace products, and localized and route-based service businesses. For further information about Odyssey Investment Partners, LLC, please visit http://www.odysseyinvestment.com.

About Caltius Mezzanine

Based in Los Angeles, CA, Caltius Mezzanine provides innovative capital solutions in amounts of $5 to $75 million to middle-market companies throughout North America. Since its founding in 1997, Caltius Mezzanine has invested in over thirty-seven companies in a broad range of industries to support acquisitions, recapitalizations, buyouts, and organic growth. Caltius Mezzanine is currently investing out of its fourth fund, Caltius Partners IV, LP, a $500 million fund that closed in May 2008. For more information, please visit http://www.caltiusmezzanine.com.

Contact: SM&A:
James R. Eckstaedt
Chief Financial Officer
(949) 975-1550

SM&A:
Katie Haddock
Dir. of Corp. Communications
(949) 975-1550

Investor Contact:
Lytham Partners, LLC
Joe Diaz, Robert Blum
(602) 889-9700

Odyssey Investment Partners:
Mark Semer / Joe Kuo
Kekst and Company
(212) 521-4802 / 4863

Caltius Mezzanine:

Michael Kane
Managing Principal
(310) 996-9585