-----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, UBgt+9QekQZLnNPwbSig1KYGH9l9BDOqqWLmJqVXFp/Ftb21KeqVDG2R2bzXBJLp k9NdheTiYkX55JqN3U/haw== 0001389360-08-000001.txt : 20080215 0001389360-08-000001.hdr.sgml : 20080215 20080214182558 ACCESSION NUMBER: 0001389360-08-000001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080214 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53209 FILM NUMBER: 08620010 BUSINESS ADDRESS: STREET 1: 4695 MACARTHUR COURT STREET 2: 8TH FLOOR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-975-1550 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sarbit Asset Management Inc. CENTRAL INDEX KEY: 0001389360 IRS NUMBER: 000000000 STATE OF INCORPORATION: A2 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 - 1 EVERGREEN PLACE CITY: WINNIPEG STATE: A2 ZIP: R3L 0E9 BUSINESS PHONE: 1-204-942-2177 MAIL ADDRESS: STREET 1: 100 - 1 EVERGREEN PLACE CITY: WINNIPEG STATE: A2 ZIP: R3L 0E9 SC 13G 1 sarbitmainsma2.txt STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES Securities and Exchange Commission Washington, D. C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 SM&A (Name of Issuer) Common Stock (Title and Class of Security) 78465D105 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1) Name of reporting person: Sarbit Asset Management Inc. (the "Investment Manager") 2) Check the appropriate box if a member of a group: a) n/a b) x 3) SEC use only 4) Place of organization: Winnipeg, Manitoba, Canada Number of shares beneficially owned by each reporting person with: 5) Sole voting power: 1,688,289 6) Shared voting power: - 0 - 7) Sole dispositive power: 1,688,289 8) Shared dispositive power: - 0 - 9) Aggregate amount beneficially owned by each reporting person: 1,688,289 10) Check if the aggregate amount in row (9) excludes certain shares: n/a 11) Percent of class represented by amount in row (9): 8.96% 12) Type of reporting person: IA - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Item 1a) Name of issuer: SM&A, Item 1b) Address of issuer's principal executive offices: 4695 MacArthur Court, 8th Floor Newport Beach, CA 92660 Item 2a) Name of person filing: Sarbit Asset Management Inc. Item 2b) Address of principal business office: Sarbit Asset Management Inc. 100 - 1 Evergreen Place Winnipeg, MB, R3L 0E9 Item 2c) Citizenship: Federal - Canada Item 2d) Title of class of securities: Common Shares Item 2e) CUSIP No. 78465D105 Item 3) If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a : (a)[ ] Broker or dealer under Section 15 of the Act. (b)[ ] Bank as defined in Section 3(a)(6) of the Act. (c)[ ] Insurance Company as defined in Section 3(a)(6) of the Act. (d)[ ] Investment Company registered under Section 8 of the Investment Company Act. (e)[ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f)[ ] Employee Benefit Plan, Pension Fund which is subject to ERISA of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F). (g)[ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G) (h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4) Ownership: (a) Amount beneficially owned: 1,688,289 (b) Percent of Class: 8.96% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,688,289 (ii) shared power to vote or to direct the vote: - 0 - (iii) sole power to dispose or to direct the disposition of: 1,688,289 (iv) shared power to dispose or to direct the disposition of: - 0 - Item 5) Ownership of Five Percent or less of a class: n/a Item 6) Ownership of more than Five Percent on behalf of another person: x Item 7) Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company: n/a Item 8) Identification and classification of members of the group: n/a Item 9) Notice of dissolution of group: n/a Item 10) Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature ----------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. -------------------------------- Date February 13, 2008 Sarbit Asset Management Inc. By___________________________________________ Terry Baxter Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----