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): August 2, 2007 (July 30, 2007)
STANLEY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-33083 |
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11-3658790 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification No.) |
3101 Wilson Boulevard, Suite 700
Arlington, VA 22201
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (703) 684-1125
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.
Item 5.02(f)
Stanley, Inc. (the Company) is filing this Current Report on Form 8-K to report the allocation of shares of the Companys common stock to the Named Executive Officers ( NEOs ) under the Employee Stock Ownership Plan (ESOP). These amounts were not calculable as of the printing date of the Companys definitive Proxy Statement for its 2007 Annual Meeting (filed with the Securities and Exchange Commission on June 29, 2007) (the Proxy Statement ) and therefore were omitted from the Summary Compensation Table included in the Proxy Statement. On July 30, 2007, the ESOP administrator, Blue Ridge ESOP Associates, made the annual statement of accounts available to all Company employees, including the NEOs.
The following information updates the Summary Compensation Table set forth on page 30 of the Proxy Statement:
Name and Principal Position (a) |
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Year |
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Salary |
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Stock |
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Option |
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Non-Equity |
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All Other |
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Total |
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Philip
O. Nolan |
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2007 |
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325,000 |
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782,920 |
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66,746 |
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325,000 |
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21,895 |
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1,521,560 |
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Brian
J. Clark |
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2007 |
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230,000 |
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172,288 |
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72,418 |
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200,000 |
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674,706 |
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George
H. Wilson |
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2007 |
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215,000 |
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656,132 |
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50,701 |
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140,000 |
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18,047 |
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1,079,880 |
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Gregory
M. Denkler |
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2007 |
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220,000 |
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481,040 |
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50,701 |
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110,000 |
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20,248 |
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881,989 |
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Christopher
J. Torti |
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2007 |
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215,000 |
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327,740 |
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50,701 |
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130,000 |
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18,044 |
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741,485 |
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(2) The table below shows the components of column (i), which includes allowances for automobiles, contributions to the employee stock ownership plan, tax preparation fees, split-term life insurance premiums, and matching contributions to our 401(k) plan for each Named Executive Officer.
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Car |
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ESOP |
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Tax |
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Insurance |
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401(k) |
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Total |
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Philip O. Nolan |
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6,900 |
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2,487 |
(A) |
2,400 |
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1,412 |
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8,696 |
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19,408 |
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George H. Wilson |
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6,900 |
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2,487 |
(B) |
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8,660 |
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15,560 |
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Gregory M. Denkler |
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6,900 |
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2,487 |
(C) |
2,400 |
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8,461 |
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17,761 |
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Christopher J. Torti |
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6,900 |
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2,487 |
(D) |
2,400 |
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6,257 |
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15,557 |
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(A) Consists of 154.975 ESOP shares valued at $15.60 per share on 3/31/2007 and $69.20 in cash.
(B) Consists of 154.974 ESOP shares valued at $15.60 per share on 3/31/2007 and $69.20 in cash.
(C) Consists of 154.976 ESOP shares valued at $15.60 per share on 3/31/2007 and $69.19 in cash.
(D) Consists of 154.974 ESOP shares valued at $15.60 per share on 3/31/2007 and $69.19 in cash.
2
Signature
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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STANLEY, INC. |
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Date: August 2, 2007 |
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By: |
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/s/ Philip O. Nolan |
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Name: |
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Philip O. Nolan |
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Title: |
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Chairman of the Board, President |
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and Chief Executive Officer |
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