-----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, DDWeV87v+ii7BUifgqac1QljLZLG3CwahgtTKsxHn8aWTnM/yaCEXbk+aAxB5ftB IOWFXPyl2xOe5QQD3cpOoQ== 0000950133-09-000354.txt : 20090217 0000950133-09-000354.hdr.sgml : 20090216 20090217102457 ACCESSION NUMBER: 0000950133-09-000354 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: DINESH BHUGRA GROUP MEMBERS: NARANG FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: NARANG HOLDINGS LLC GROUP MEMBERS: THOMAS C. GASPARD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NCI, Inc. CENTRAL INDEX KEY: 0001334478 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 203211574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81098 FILM NUMBER: 09608000 BUSINESS ADDRESS: STREET 1: 11730 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: (703) 707-6900 MAIL ADDRESS: STREET 1: 11730 PLAZA AMERICA DRIVE CITY: RESTON STATE: VA ZIP: 20190 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Narang Family Trust CENTRAL INDEX KEY: 0001420098 IRS NUMBER: 266098031 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GREENBERG TRAURIG STREET 2: 1750 TYSONS BOULEVARD, SUITE 1200 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037491386 MAIL ADDRESS: STREET 1: C/O GREENBERG TRAURIG STREET 2: 1750 TYSONS BOULEVARD, SUITE 1200 CITY: MCLEAN STATE: VA ZIP: 22102 SC 13G/A 1 w72757sc13gza.htm SC 13G/A sc13gza
     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

NCI, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
62886K104
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

Persons who 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.

 
 


 

                     
CUSIP No.
 
62886K104 
 

 

           
1   NAME OF REPORTING PERSON.
I.R.S. Identification No. of Above Persons (Entities Only).

Narang Family Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Virginia
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,000,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,000,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,000,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  12.2%(1)
     
12   TYPE OF REPORTING PERSON
   
  OO
(1) Based on 8,166,238 shares of Class A Common Stock issued and outstanding as of October 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2008 for the quarterly period ended September 30, 2008.

Page 2 of 11 Pages


 

                     
CUSIP No.
 
62886K104 
 

 

           
1   NAME OF REPORTING PERSON.
I.R.S. Identification No. of Above Persons (Entities Only).

Narang Holdings LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Virginia
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,000,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,000,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,000,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  12.2%(1)
     
12   TYPE OF REPORTING PERSON
   
  OO
(1) Based on 8,166,238 shares of Class A Common Stock issued and outstanding as of October 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2008 for the quarterly period ended September 30, 2008.

Page 3 of 11 Pages


 

                     
CUSIP No.
 
62886K104 
 

 

           
1   NAME OF REPORTING PERSON.
I.R.S. Identification No. of Above Persons (Entities Only).

Narang Family Limited Partnership
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Virginia
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,000,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,000,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,000,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  12.2%(1)
     
12   TYPE OF REPORTING PERSON
   
  PN
(1) Based on 8,166,238 shares of Class A Common Stock issued and outstanding as of October 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2008 for the quarterly period ended September 30, 2008.

Page 4 of 11 Pages


 

                     
CUSIP No.
 
62886K104 
 

 

           
1   NAME OF REPORTING PERSON.
I.R.S. Identification No. of Above Persons (Entities Only).

Dinesh Bhugra
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United Kingdom
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,000,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,000,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,000,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  12.2%(1)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1) Based on 8,166,238 shares of Class A Common Stock issued and outstanding as of October 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2008 for the quarterly period ended September 30, 2008.

Page 5 of 11 Pages


 

                     
CUSIP No.
 
62886K104 
 

 

           
1   NAME OF REPORTING PERSON.
I.R.S. Identification No. of Above Persons (Entities Only).

Thomas C. Gaspard
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,000,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,000,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,000,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  12.2%(1)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1) Based on 8,166,238 shares of Class A Common Stock issued and outstanding as of October 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2008 for the quarterly period ended September 30, 2008.

Page 6 of 11 Pages


 

                     
CUSIP No.
 
62886K104 
 
     
Item 1(a):
  Name of Issuer.
 
   
 
  NCI, Inc. (the “Issuer”)
 
   
Item 1(b):
  Address of Issuer’s Principal Executive Offices.
 
   
 
  11730 Plaza America Drive
Reston, Virginia 20190-4764
 
   
Item 2(a):
  Name of Person Filing.
 
   
 
  This statement is filed by Narang Family Trust (“NFT”), Narang Holdings LLC (“NHLLC”), Narang Family Limited Partnership (“NFLP”), Dinesh Bhugra (“Bhugra”) and Thomas C. Gaspard (“Gaspard”) (each a “Reporting Person” and, collectively, the “Reporting Persons”).
 
   
Item 2(b):
  Address of Principal Business Office or, if none, Residence.
 
   
 
  For each of NFT, NHLLC and NFLP:
c/o GenSpring Family Offices
4445 Willard Avenue, Suite 1010
Chevy Chase, Maryland 20815
 
   
 
  For Bhugra:
37 Baytree Road
London SW25RR, United Kingdom
 
   
 
  For Gaspard:
10305 Cutters Lane
Potomac, Maryland 20854
 
   
Item 2(c):
  Citizenship.
 
   
 
  Each of NFT, NHLLC and NFLP is a citizen of Virginia.
 
   
 
  Bhugra is a citizen of the United Kingdom.
 
   
 
  Gaspard is a citizen of the United States of America.
 
   
Item 2(d):
  Title of Class of Securities.
 
   
 
  Class A Common Stock
 
   
Item 2(e):
  CUSIP Number.
 
   
 
  62886K104

Page 7 of 11 pages


 

                     
CUSIP No.
 
62886K104 
 
     
Item 3:
  If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
   
 
  Not Applicable
 
   
Item 4:
  Ownership.
(a)   NFLP is the record holder of 1,000,000 shares of the Issuer’s Class A Common Stock (the “Class A Shares”) as of December 31, 2008.
 
    NHLLC is the general partner of NFLP and, as such, NHLLC and its Manager, Bhugra, have the power to direct the vote and to direct the disposition of investments owned by NFLP, including the Class A Shares, and thus may also be deemed to beneficially own the Class A Shares.
 
    NFT is the sole owner of NHLLC and, as such, NFT and its Business Trustee, Gaspard, have the power to remove the manager and appoint any new manager of NHLLC, and thus may also be deemed to beneficially own the Class A Shares.
 
(b)   NFLP is the beneficial owner of 12.2% of the issued and outstanding shares of the Issuer’s Class A Common Stock based on 8,166,238 shares of Class A Common Stock issued and outstanding as of October 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2008 for the quarterly period ended September 30, 2008. Each of NHLLC, NFT, Bhugra and Gaspard may be deemed to own the same 12.2% of the outstanding shares of Class A Common Stock as a result of the relationships described in Item 4(a).
 
(c)   As a result of the relationships described in Item 4(a), each of the Reporting Persons may be deemed to share the power to vote, or to direct the vote, and to dispose of, or to direct the disposition of, each of the Class A Shares.
     
Item 5:
  Ownership of Five Percent or Less of a Class.
 
   
 
  Not Applicable
 
   
Item 6:
  Ownership of More than Five Percent on Behalf of Another Person.
 
   
 
  Not Applicable
 
   
Item 7:
  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
   
 
  Not Applicable
 
   
Item 8:
  Identification and Classification of Members of the Group.

Page 8 of 11 pages


 

                     
CUSIP No.
 
62886K104 
 
     
 
  This Schedule is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) by each of the Reporting Persons. While the Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Exchange Act, each of the Reporting Persons hereby disclaims the existence and membership in a “group” and disclaims beneficial ownership of shares of Common Stock beneficially owned by all other Reporting Persons.
 
   
Item 9:
  Notice of Dissolution of Group.
 
   
 
  Not Applicable
 
   
Item 10:
  Certification.
 
   
 
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Page 9 of 11 pages


 

                     
CUSIP No.
 
62886K104 
 
SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
  Date: February 17, 2009

NARANG FAMILY TRUST
 
 
  /s/ Thomas C. Gaspard    
  By: Thomas C. Gaspard, its Business Trustee   
     
 
  NARANG HOLDINGS LLC
 
 
  *    
     
     
  NARANG FAMILY LIMITED PARTNERSHIP
 
 
     
  *    
     
     
     
  *    
  Dinesh Bhugra   
     
     
  /s/ Thomas C. Gaspard    
  Thomas C. Gaspard   
     
     
  *By:   /s/ Thomas C. Gaspard    
    Thomas C. Gaspard, as Attorney-in-fact   
       

Page 10 of 11 pages


 

         
INDEX TO EXHIBITS
     
Exhibit No.   Exhibit
 
   
99.1
  Power of Attorney of Narang Family Trust, dated November 30, 2007 (incorporated by reference to the Reporting Persons’ Form 3 filed with the Securities and Exchange Commission on December 10, 2007).
 
   
99.2
  Power of Attorney of Narang Holdings LLC, dated November 30, 2007 (incorporated by reference to the Reporting Persons’ Form 3 filed with the Securities and Exchange Commission on December 10, 2007).
 
   
99.3
  Power of Attorney of Narang Family Limited Partnership, dated November 30, 2007 (incorporated by reference to the Reporting Persons’ Form 3 filed with the Securities and Exchange Commission on December 10, 2007).
 
   
99.4
  Power of Attorney of Dinesh Bhugra, dated November 30, 2007 (incorporated by reference to the Reporting Persons’ Form 3 filed with the Securities and Exchange Commission on December 10, 2007).
 
   
99.5
  Power of Attorney of Thomas C. Gaspard, dated November 30, 2007 (incorporated by reference to the Reporting Persons’ Form 3 filed with the Securities and Exchange Commission on December 10, 2007).
 
   
99.6
  Joint Filing Agreement among the Reporting Persons, dated December 10, 2007 (incorporated by reference to the Reporting Persons’ statement on Schedule 13G filed with the Securities and Exchange Commission on December 10, 2007).
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