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): November 12, 2008

 

SI International, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-50080

 

52-2127278

(State or Other Jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

Incorporation or Organization)

 

 

 

Identification No.)

 

 

 

 

 

12012 Sunset Hills Road

 

 

8th Floor

 

 

Reston, Virginia

 

20190

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number including area code: (703) 234-7000

 

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:

 

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))

 

 

 



 

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

 

On November 12, 2008, the Board of Directors of SI International, Inc., a Delaware corporation approved the Amended and Restated SI International Non-Qualified Deferred Compensation Plan (the “Plan”) in order to provide for certain changes to the operation of the Plan, to add certain provisions required or permitted under Section 409A of the Internal Revenue Code, as amended, and to provide for a new third party Plan administrator.  The foregoing is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

Item 9.01.  Financial Statements and Exhibits.

 

d)    Exhibits.

 

Exhibit No.

 

Description

10.1

 

Amended and Restated SI International Non-Qualified Deferred Compensation Plan

 

2



 

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.

 

 

SI International, Inc.

 

 

 

 

 

By:

   /s/ Thomas E. Dunn

 

 

Thomas E. Dunn

 

 

 Chief Financial Officer

 

 

Date:  November 18, 2008

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

10.1

 

Amended and Restated SI International Non-Qualified Deferred Compensation Plan

 

4