UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. 5)
Stanley, Inc.
(Name of Subject Company)
Stanley, Inc.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
854532108
(CUSIP Number of Class of Securities)
Scott D. Chaplin, Esq.
Senior Vice President and General Counsel
Stanley, Inc.
3101 Wilson Boulevard, Suite 700
Arlington, VA 22201
Telephone: (703) 684-1125
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
With copies to:
Stephen L. Burns, Esq.
Craig F. Arcella, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
o Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This Amendment No. 5 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Stanley, Inc., a Delaware corporation
(the Company), initially filed on May 20, 2010, as amended by Amendment No. 1 thereto filed on
May 26, 2010, Amendment No. 2 thereto filed on June 1, 2010, Amendment No. 3 thereto filed on June
8, 2010 and Amendment No. 4 thereto filed on June 18, 2010 (the Initial Schedule 14D-9). The
Initial Schedule 14D-9 relates to the cash tender offer by CGI Fairfax Corporation (the Offeror),
a Delaware corporation and an indirect wholly owned subsidiary of CGI Group Inc., a corporation
organized under the laws of the Province of Québec, Canada (CGI), disclosed in a Tender Offer
Statement on Schedule TO, dated May 20, 2010 (the Schedule TO), filed with the Securities and
Exchange Commission, to purchase all of the outstanding common stock, par value $0.01 per share, of
the Company (the Company Common Stock), at a price of $37.50 per share of Company Common Stock,
net to the seller in cash, without interest thereon and less any required withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase, dated May 20, 2010 and
in the related Letter of Transmittal, which were filed with the Schedule TO as Exhibits (a)(1)(A)
and (a)(1)(B) thereto. Except as otherwise set forth below, the information set forth in the
Initial Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items
in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Initial Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of Initial Schedule 14D-9 is hereby amended and supplemented by adding the following
text at the end of Item 8:
Extension of the Offer
On July 12, 2010, CGI issued a press release announcing that the Offeror has extended the
Offer until 12:00 midnight, New York City time, on Monday, August 2, 2010. The Offer had been
previously scheduled to expire at 12:00 midnight, New York City time, on Friday, July 9, 2010.
Computershare Investor Services Inc., the depositary for the Offer, has advised CGI that, as of the
close of business on Friday, July 9, 2010, the stockholders of the Company had tendered and not
validly withdrawn approximately 20,571,262 shares of the Company Common Stock, representing
approximately 84% of the outstanding shares of the Company Common Stock. A copy of the press
release is filed as Exhibit (a)(16) hereto and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 of the Initial Schedule 14D-9 is hereby amended and supplemented by adding the
following Exhibit:
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Exhibit No. |
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Description |
(a)(13)
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CGI Group Inc. Questions & Answers Posted on the CGI Group Inc.
Microsite for Stanley, Inc. Employees on July 9, 2010
(Notification of Which Was Sent to Stanley, Inc. Employees on July 12, 2010) |
(a)(14)
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Quarterly CEO Podcast Posted on the CGI Group Inc.
Microsite for Stanley, Inc. Employees on July 9, 2010
(Notification of Which Was Sent to Stanley, Inc. Employees on July 12, 2010) |
(a)(15)
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CGI Group Inc. Microsite
Landing Page for Stanley, Inc. Employees, updated on July 9,
2010 (Notification of Which Was Sent to Stanley, Inc. Employees on July 12, 2010) |
(a)(16)
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Press Release issued by CGI Group Inc., CGI Federal Inc.
and CGI Fairfax Corporation on July 12, 2010 |
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