UNITED STATESTable of Contents

~~SECURITIES~~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

~~Pursuant~~ toDate ~~Section 13~~of orReport 15(d) Date of ~~The~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~December 29, ~~of 1934~~2008

~~Date of Report (Date of~~SM&A ~~earliest event reported): March 4, 2008~~

~~SM&A~~(Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	0-23585	33-0080929

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	0-23585	33-0080929
4695 MacArthur Court, 8th Floor, Newport Beach, California	92660
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)
4695 MacArthur Court, 8th Floor, Newport Beach, California		92660
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 975-1550

Not Applicable

~~Not Applicable~~(Former name or former address, if changed since last report.)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the Form 8-K filing is intended to simultaneously satisfy ~~since~~the ~~last~~filing ~~report~~obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check the~~o ~~appropriate~~Written ~~box~~communications ~~below~~pursuant ~~if the Form 8-K filing is intended~~ to ~~simultaneously~~ ~~satisfy~~Rule ~~the~~425 ~~filing obligation of the registrant~~ under ~~any of~~ the ~~following~~ ~~provisions~~Securities Act (~~see~~17 ~~General~~CFR ~~Instruction A~~230.~~2. below~~425):

o ~~Written~~ ~~communications~~Soliciting material pursuant to Rule ~~425~~ 14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o ~~Soliciting~~ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~ 14d-12 2(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

o Pre-commencement communications pursuant to Rule ~~14d~~ 13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

~~o Pre-commencement~~TABLE ~~communications pursuant~~OF ~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~CONTENTS

Item 15.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Item 8.01 Other Events Item 9.01 ~~Entry~~Financial ~~into~~Statements aand ~~Material~~Exhibits ~~Definitive~~SIGNATURES ~~Agreement~~Exhibit List EX-99.1

OnTable March 4,of 2008, SM&A, a Delaware corporation, entered into indemnification agreements (the “Agreements”) with certain appointed officers and a new director as follows:Contents

~~Peter~~Item ~~Pace~~5.02 ~~Board~~Departure of Directors ~~James~~or R.Certain ~~Eckstaedt~~Officers; ~~Executive~~Election ~~Vice~~of ~~President,~~Directors; ~~Finance,~~Appointment ~~Chief~~of ~~Financial~~Certain ~~Officer~~Officers; &Compensatory ~~Secretary~~Arrangements ~~Irma~~of Y.Certain ~~Eggert Assistant Secretary Roberta E~~Officers. ~~Britzman Assistant Secretary Kevin L. Reiners Executive Vice President, Operations Anna L. Aguirre Senior Vice President, Human Resources Daniel R. Hart Vice President, Controller~~

A On ~~Form~~December of29, ~~Indemnification~~2008, ~~Agreement~~in isconnection ~~filed~~with ~~hereto~~the ascompletion ~~Exhibit 10.1 to~~of ~~this~~the ~~Form~~merger discussed in Item 8-K.01, below, ~~Each~~each of ~~the~~William ~~Agreements~~C. isBowes, inDwight ~~the~~L. ~~same~~Hanger, ~~form~~J. asChristopher ~~the~~Lewis, ~~others and~~Cathy ~~confers~~L. ~~upon~~McCarthy, ~~the~~Peter Pace, ~~signatory~~Joseph ~~certain~~B. ~~rights~~Reagan, ofRobert ~~indemnification~~Rodin, ~~and~~John ~~payment~~P. ~~of expenses~~Stenbit byand ~~SM&A~~Robert J. ~~Those~~Untracht ~~rights~~representing ~~include~~all of the ~~right~~directors of ~~indemnification~~SM&A to (the ~~fullest~~ ~~extent~~“Company”) ~~permitted~~has byresigned ~~the~~effective ~~Delaware~~upon ~~General~~consummation ~~Corporation~~of ~~Law~~the merger.

Item 98.01 ~~Financial~~Other ~~Statements and Exhibits~~Events.

~~(d) Exhibits~~ On December 29, 2008, the Company issued a press release announcing that the Company’s stockholders have approved, at a special meeting of the stockholders, the proposed merger of the Company with and into Project Victor Merger Sub, Inc., with the Company as the surviving entity, and further announcing that the merger transaction has been completed. The merger results in Project Victor Holdings, Inc. owning all of outstanding capital stock of the Company. Consequently, the Company intends to file a Form 15 to deregister the Company’s common stock from the Nasdaq Stock Market.

Exhibit No.		Description
10.1		Form of Indemnification Agreement.

A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.

2Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

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.


Exhibit No.		Description

99.1		Press Release of SM&A, issued on December 29, 2008.

March 10, 2008	SM&A
	By:	/s/ James R. Eckstaedt
		Name:	James R. Eckstaedt
		Title:	Executive Vice President, Finance
			Chief Financial Officer

3Table of Contents

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.


December 29, 2008	SM&A
	By:	/s/ James R. Eckstaedt
		Name:	James R. Eckstaedt
		Title:	Executive Vice President, Finance and Chief Financial Officer

Exhibit List


Exhibit No.		Description

99.1		Press Release of SM&A, issued on December 29, 2008.

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