Current Report Filing (8-k)
11 September 2018 - 6:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2018
ENGILITY HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-35487
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61-1748527
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4803 Stonecroft Blvd.
Chantilly, Virginia
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20151
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(Address of Principal Executive Offices)
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(Zip Code)
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(703)
633-8300
(Registrants Telephone Number, Including Area Code)
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:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
On September 9, 2018, Engility Holdings, Inc., a Delaware corporation (Engility), entered into an Agreement and Plan of Merger
with Science Applications International Corporation, a Delaware corporation (SAIC), and Raptors Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of SAIC (the Merger Sub) pursuant to which, on the
terms and subject to the conditions set forth therein, Merger Sub will merge with and into Engility (the Merger), with Engility surviving the Merger.
On September 10, 2018, Engility made available a letter to its employees, a copy of which is attached hereto at Exhibit 99.1 and is
hereby incorporated by reference in this Item 8.01.
On September 10, 2018, Engility made available to its employees a list of FAQs
(Employee FAQs), a copy of which is attached hereto as Exhibit 99.2 and is hereby incorporated by reference in this Item 8.01.
On September 10, 2018, Engility hosted a conference call and webcast with its employees to discuss the Merger. A copy of the slides
presented as part of the webcast is filed herewith as Exhibit 99.3 and is hereby incorporated by reference in this Item 8.01.
On
September 10, 2018, Engility made available to its employees a fact sheet regarding Engility, SAIC and the Merger (Merger Fact Sheet), a copy of which is attached hereto as Exhibit 99.4 and is hereby incorporated by reference in
this Item 8.01.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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Engility Holdings, Inc.
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Date: September 10, 2018
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By:
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/s/ Thomas O. Miiller
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Thomas O. Miiller
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Senior Vice President, General Counsel and Corporate Secretary
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Engility Holdings, Inc. (NYSE:EGL)
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