-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EJBmelI6a7xiUBGwk6+hkjpP8aYMV/Bxvv3m8tHzyi/wXgugDGJ30jQQgbyUEHdf TsnNzHA3yNl52mzgdQrBlQ== 0001104659-03-021146.txt : 20030919 0001104659-03-021146.hdr.sgml : 20030919 20030919144450 ACCESSION NUMBER: 0001104659-03-021146 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030919 GROUP MEMBERS: JAMES B. UPCHURCH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAVICH JESS M CENTRAL INDEX KEY: 0001094988 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 11766 WILSHIRE BOULEVARD STREET 2: SUITE 870 CITY: LOS ANGELES STATE: CA ZIP: 90025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SM&A CENTRAL INDEX KEY: 0001050031 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 330080929 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53209 FILM NUMBER: 03902513 BUSINESS ADDRESS: STREET 1: 4695 MACARTHUR COURT STREET 2: 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9499751550 MAIL ADDRESS: STREET 1: 4695 MACARTHUR COURT STREET 2: 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: EMERGENT INFORMATION TECHNOLOGIES INC DATE OF NAME CHANGE: 20000426 FORMER COMPANY: FORMER CONFORMED NAME: SM&A CORP DATE OF NAME CHANGE: 19980818 FORMER COMPANY: FORMER CONFORMED NAME: STEVEN MYERS & ASSOCIATES INC DATE OF NAME CHANGE: 19980123 SC 13D/A 1 a03-3479_1sc13da.htm SC 13D/A

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D
(Rule 13d-101)

Estimated average burden hours per response. . 11

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

SM&A (f/k/a Emergent Information Technologies, Inc.)

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

290931 10 4

(CUSIP Number)

 

Jess M. Ravich
James B. Upchurch
11766 Wilshire Boulevard, Suite 850
Los Angeles, California  90025
(310) 996-9585

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 17, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.  290931 10 4

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Jess M. Ravich 

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,088,400

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,088,400

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,088,400

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.4%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
James B. Upchurch 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 [ X ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,088,400

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,088,400

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,088,400

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.4%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

3



 

This Amendment No. 3 (this “Amendment”) to the Statement on Schedule 13D (the “Statement”) is being filed on behalf of Jess M. Ravich and James B. Upchurch (each of Messrs. Ravich and Upchurch is referred to herein as a “Reporting Person” and they are referred to collectively as “Reporting Persons”) and relates to shares of Common Stock, no par value (the “Common Stock”), of SM&A (f/k/a Emergent Information Technologies, Inc.), a California corporation (“SM&A”). 

 

Item 3 of the Statement is hereby amended and restated in its entirety as follows:

Item 3.

Source and Amount of Funds or Other Consideration

Since July 21, 2003, the Reporting Persons have sold 93,400 shares of Common Stock for an aggregate consideration of $1,040,150.00.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

Item 5.

Interest in Securities of the Issuer

(a)

As of July 25, 2003, there were 20,095,885 shares of Common Stock outstanding (the “Outstanding Shares”).  The Reporting Persons, acting as a group within the meaning of Section 13(d)(3) of the Exchange Act of 1934 (the “Act”), may be deemed to be a group beneficially owning, in the aggregate, 1,088,400 shares of Common Stock, which represents approximately 5.4% of the Outstanding Shares.  Caltius Mezzanine, Caltius Mezzanine II, Caltius Mezzanine II-A and Caltius Private Equity, individually, hold 132,016, 691,689, 100,409 and 164,286 shares of the Common Stock, respectively.  These holdings of the Investment Entities represent approximately 0.7%, 3.4%, 0.5% and 0.8% of the Outstanding Shares, respectively.    

(b)

The Reporting Persons, acting as a group within the meaning of Section 13(d)(3) of the Act, share voting and dispositive power over the 1,088,400 shares of the Common Stock.  None of the Investment Entities possess independent voting or dispositive power over the shares of Common Stock they individually hold.

(c)

During the past 60 days the only transactions by the Reporting Persons in the class of securities reported herein are set forth on Exhibit 2 hereto.

(d)

The Investment Entities are entitled to receive dividends and any sale proceeds with respect to the shares of Common Stock in proportion to their respective ownership interests therein.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7 of the Statement is hereby restated in its entirety to include the following:

Item 7.

Material to Be Filed as Exhibits

Exhibit 1 – Agreement Regarding Joint Filing

Exhibit 2 – Transactions Within the Past Sixty Days

 

4



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

 

September 18, 2003

 

Date

 


/s/
Jess M. Ravich

 

Signature

 


Jess M. Ravich

 

Name/Title

 

 

 

 

 


/s/
James B. Upchurch

 

Signature

 


James B. Upchurch

 

Name/Title

 

5


EX-1 3 a03-3479_1ex1.htm EX-1

EXHIBIT 1

AGREEMENT REGARDING JOINT FILING

 

The undersigned, Jess M. Ravich and James B. Upchurch, hereby agree and acknowledge that the Amendment containing the information required by Schedule 13D, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.

 

Dated:  September 18, 2003

 

 

 

 

 

/s/ Jess M. Ravich

 

Jess M. Ravich

 

 

 

 

 

/s/ James B. Upchurch

 

James B. Upchurch

 

 


EX-2 4 a03-3479_1ex2.htm EX-2

EXHIBIT 2
TRANSACTIONS WITHIN THE PAST SIXTY DAYS

 

TRADE DATE

 

TRADING
ENTITY

 

TYPE OF
TRADE

 

NUMBER OF
SHARES

 

PRICE PER
SHARE

 

BROKER

 

07-21-2003

 

Caltius Mezzanine

 

Sale

 

2232

 

$

11.0000

 

Roth Capital Partners

 

07-21-2003

 

Caltius Mezzanine II

 

Sale

 

11693

 

$

11.0000

 

Roth Capital Partners

 

07-21-2003

 

Caltius Mezzanine II-A

 

Sale

 

1698

 

$

11.0000

 

Roth Capital Partners

 

07-21-2003

 

Caltius Equity Partners

 

Sale

 

2777

 

$

11.0000

 

Roth Capital Partners

 

09-17-2003

 

Caltius Mezzanine

 

Sale

 

6065

 

$

11.0100

 

Roth Capital Partners

 

09-17-2003

 

Caltius Mezzanine II

 

Sale

 

31775

 

$

11.0100

 

Roth Capital Partners

 

09-17-2003

 

Caltius Mezzanine II-A

 

Sale

 

4613

 

$

11.0100

 

Roth Capital Partners

 

09-17-2003

 

Caltius Equity Partners

 

Sale

 

7547

 

$

11.0100

 

Roth Capital Partners

 

09-18-2003

 

Caltius Mezzanine

 

Sale

 

3032

 

$

11.4900

 

Roth Capital Partners

 

09-18-2003

 

Caltius Mezzanine II

 

Sale

 

15888

 

$

11.4900

 

Roth Capital Partners

 

09-18-2003

 

Caltius Mezzanine II-A

 

Sale

 

2306

 

$

11.4900

 

Roth Capital Partners

 

09-18-2003

 

Caltius Equity Partners

 

Sale

 

3774

 

$

11.4900

 

Roth Capital Partners

 

 


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