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):  November 3, 2006

 

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01                Entry into a Material Definitive Agreement.

On November 3, 2006, SI International Inc. (the “Company”) entered into a Nonqualified Deferred Compensation Plan Adoption Agreement (the “Adoption Agreement”) by which the Company  amended and restated the terms of its Nonqualified Deferred Compensation Plan  (the “Deferred Compensation Plan).  The Deferred Compensation Plan was amended in order to comply with  guidance issued under the American Jobs Creation Act of 2004, in particular Section 409A of Internal Revenue Code of 1986, as amended.  The Adoption Agreement and the Deferred Compensation Plan are attached hereto as Exhibits 1.01(A) and (B), respectively, and are incorporated herein by reference.

Item 9.01                Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.		Description
1.01(A)		Nonqualified Deferred Compensation Plan Adoption Agreement.*
1.01(B)		Nonqualified Deferred Compensation Plan Adoption Agreement Basic Plan Document.*

 

* Included with this filing.

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 competitive 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/A 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: November 8, 2006

 

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