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):  September 27, 2007

 

SI International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Registrant’s Telephone Number, Including Area Code:  (703) 234-7000

 

(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))

Item 5.03               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 27, 2007, the Board of Directors (the “Board”) of SI International, Inc. (the “Company”) approved an amendment to Section 5.1, Stock Certificates and Transfers, of the Company’s Amended and Restated Bylaws (the Amended and Restated Bylaws, as amended, shall henceforth be referred to as the “Second Amended and Restated Bylaws”).  As amended, Section 5.1 permits the Company to issue uncertificated shares of any class or series of the Company capital stock in compliance with NASDAQ Rule 4350(1).  NASDAQ Rule 4350(l) requires that all NASDAQ-listed securities be eligible to participate in a Direct Registration Program that allows investors’ ownership of Company stock to be recorded and maintained on the books of the issuer or transfer agent without the issuance of a physical stock certificate. In accordance with the provisions of the Company’s Certificate of Incorporation and applicable Delaware law, stockholder approval of this amendment to Section 5.1 was not required.

The foregoing description of the amendment to Section 5.1, Stock Certificates and Transfers, is qualified in its entirety by reference to Section 5.1 in the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits.

(d)         Exhibits.

3.2 Second Amended and Restated Bylaws of SI International, Inc.

The above-referenced statements may contain forward-looking statements that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals, financial information or reporting, and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements may involve a number of risks and uncertainties, which are described in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties include: changes in federal government (or other applicable) procurement laws, regulations, policies and budgets; risks relating to contract performance; changes in the risks associated with the competitive process or environment (including as a result of bid protests); and the important factors discussed in the Risk Factors section of the annual report on Form 10-K filed by the Company with the Securities and Exchange Commission and available directly from the Commission at www.sec.gov. The actual results may differ materially from any forward-looking statements due to such risks and uncertainties. The Company undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.

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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/ Thomas E. Dunn
				Thomas E. Dunn
				Executive Vice President,
				Chief Financial Officer and Treasurer

 

Dated:  October 2, 2007

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