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): October 17, 2008

 

SI International, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

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)

 

x     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 8.01. Other Events.

 

On October 17, 2008, SI International, Inc., a Delaware corporation (the “Company”) and Serco Group plc, a public limited company organized under the laws of England and Wales (“Serco Group”), issued a press release announcing that in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated August 26, 2008, by and among the Company, Serco Group, Serco Inc., a New Jersey Corporation and Matador Acquisition Corporation, a Delaware corporation and wholly-owed subsidiary of Serco Inc. (the “Merger Agreement”), the waiting period required under the Hart-Scott Rodino Antitrust Improvement Act of 1976, as amended (“HSR”), expired. The termination or expiration of the HSR waiting period was one of the closing conditions set forth in the Merger Agreement. The merger continues to be subject to, among other conditions, certain other regulatory approvals, as well as the approval of the Company’s stockholders.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01.  Financial Statements and Exhibits.

 

d)    Exhibits.

 

Exhibit No.		Description
99.1		Press release, dated October 17, 2008, issued by SI International, Inc. and Serco Group plc.

 

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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.

 

 

	SI International, Inc.
	By:	/s/ S. Bradford Antle
		S. Bradford Antle
		Chief Executive Officer and President

 

 

Date:  October 17, 2008

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release, dated October 17, 2008, issued by SI International, Inc. and Serco Group plc.

 

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