-----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, TGINv8EXgqZ4onEcP1P7WXC9hRIMhzk/oW/IR5yvh0ceIOFaVmT9WZBwMRMIRI5U 2K2mqo6WifnE6rimt6RxjA== 0000895345-08-000618.txt : 20081201 0000895345-08-000618.hdr.sgml : 20081201 20081201170450 ACCESSION NUMBER: 0000895345-08-000618 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081126 FILED AS OF DATE: 20081201 DATE AS OF CHANGE: 20081201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DELTEK, INC CENTRAL INDEX KEY: 0001029299 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 541252625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13880 DULLES CORNER LANE CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: 7037348606 MAIL ADDRESS: STREET 1: 13880 DULLES CORNER LANE CITY: HERNDON STATE: VA ZIP: 20171 FORMER COMPANY: FORMER CONFORMED NAME: DELTEK SYSTEMS INC DATE OF NAME CHANGE: 19970430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLINSKY STEVEN B CENTRAL INDEX KEY: 0001018327 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33772 FILM NUMBER: 081223041 BUSINESS ADDRESS: STREET 1: C/O WARGO & CO STREET 2: 712 5TH AVE 23RD FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127200300 MAIL ADDRESS: STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C. STREET 2: 787 SEVENTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Mountain Partners II L P CENTRAL INDEX KEY: 0001302891 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33772 FILM NUMBER: 081223038 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-720-0300 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Allegheny New Mountain Partners L P CENTRAL INDEX KEY: 0001308409 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33772 FILM NUMBER: 081223036 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-720-0300 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Mountain Affiliated Investors II LP CENTRAL INDEX KEY: 0001316989 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33772 FILM NUMBER: 081223037 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-220-4247 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Mountain Capital, L.L.C. CENTRAL INDEX KEY: 0001407718 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33772 FILM NUMBER: 081223040 BUSINESS ADDRESS: STREET 1: 787 7TH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 720-0300 MAIL ADDRESS: STREET 1: 787 7TH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Mountain Investments II, LLC CENTRAL INDEX KEY: 0001415950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33772 FILM NUMBER: 081223039 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-720-0300 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 pr44-deltek_newmtninviiex.xml X0303 4 2008-11-26 0 0001029299 DELTEK, INC PROJ 0001415950 New Mountain Investments II, LLC C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK NY 10019 0 0 1 0 0001302891 New Mountain Partners II L P C/O NEW MOUNTAIN CAPITAL L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK NY 10019 0 0 1 0 0001316989 New Mountain Affiliated Investors II LP C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK NY 10019 0 0 1 0 0001308409 Allegheny New Mountain Partners L P C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK NY 10019 0 0 1 0 0001018327 KLINSKY STEVEN B C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK NY 10019 1 0 1 0 0001407718 New Mountain Capital, L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2008-11-26 4 P 0 9454 4.4680 A 25271877 I See Notes Common Stock 2008-11-26 4 P 0 164 4.4680 A 25271877 I See Notes Common Stock 2008-11-26 4 P 0 729 4.4680 A 25271877 I See Notes Common Stock 2008-11-28 4 P 0 8906 5.0107 A 25281624 I See Notes Common Stock 2008-11-28 4 P 0 155 5.0107 A 25281624 I See Notes Common Stock 2008-11-28 4 P 0 686 5.0107 A 25281624 I See Notes The securities purchased are directly owned by New Mountain Partners II, L.P. Following the reported transaction, New Mountain Partners II, L.P. directly owns 23,090,480 shares of common stock of the issuer. The securities purchased are directly owned by New Mountain Affiliated Investors II, L.P. Following the reported transaction, New Mountain Affiliated Investors II, L.P. directly owns 401,132 shares of common stock of the issuer. The securities purchased are directly owned by Allegheny New Mountain Partners, L.P. Following the reported transaction, Allegheny New Mountain Partners, L.P. directly owns 1,780,265 shares of common stock of the issuer. The securities purchased are directly owned by New Mountain Partners II, L.P. Following the reported transaction, New Mountain Partners II, L.P. directly owns 23,099,386 shares of common stock of the issuer. The securities purchased are directly owned by New Mountain Affiliated Investors II, L.P. Following the reported transaction, New Mountain Affiliated Investors II, L.P. directly owns 401,287 shares of common stock of the issuer. The securities purchased are directly owned by Allegheny New Mountain Partners, L.P. Following the reported transaction, Allegheny New Mountain Partners, L.P. directly owns 1,780,951 shares of common stock of the issuer. The price reported is a weighted average price. The prices actually paid ranged from $4.00 to $4.69. The reporting person will provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares purchased at each price within the range. The price reported is a weighted average price. The prices actually paid ranged from $4.63 to $5.04. The reporting person will provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares purchased at each price within the range. New Mountain Investments II, L.L.C. is the general partner of each of New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., and Allegheny New Mountain Partners, L.P. (collectively, the "New Mountain Funds"). Steven B. Klinsky is the managing member of New Mountain Investments II, L.L.C. and the chief executive officer of New Mountain Capital, L.L.C. New Mountain Capital, L.L.C. is the manager of each of the New Mountain Funds. See Exhibit 99. /s/ Steven Klinsky, Mg Mbr of New Mountain Investments II, LLC 2008-12-01 /s/ Steven Klinsky, Mg Mbr of GP of New Mountain Partners II, LP 2008-12-01 /s/ Steven Klinsky, Mg Mbr of GP of N.M. Affiliated Investors II, LP 2008-12-01 /s/ Steven Klinsky, Mg Mbr of GP of Allegheny N.M. Partners, LP 2008-12-01 /s/ Steven Klinsky 2008-12-01 /s/ Steven Klinsky, CEO, New Mountain Capital, L.L.C. 2008-12-01 EX-99 2 pr44exhibit_99.txt Exhibit 99 (10) Each of the New Mountain Funds is a party to an investor rights agreement and a shareholders' agreement, each dated as of April 22, 2005. The investor rights agreement contains a voting agreement that provides, among other things and subject to certain conditions, that (i) New Mountain Partners II, L.P. is entitled to elect up to a majority of the members of the board of directors of the issuer, depending upon the percentage of outstanding common stock and Class A common stock of the issuer held by the New Mountain Funds (subject to the right of Allegheny New Mountain Partners, L.P. to designate one director in lieu of a director designated by New Mountain Partners II, L.P.); and (ii) the deLaski Shareholders (as described below) are entitled to designate up to two members of the board of directors of the issuer, depending on the percentage of outstanding common stock of the issuer held by the deLaski Shareholders. The agreement provides that the New Mountain Funds and the deLaski Shareholders shall each vote all of their voting shares to effectuate the election of such directors. The deLaski Shareholders consist of Kenneth E. deLaski, Donald deLaski, Donald deLaski 2007 Grantor Retained Annuity Trust, David deLaski, Edward Grubb and Kathleen Grubb, JTWROS, The Dana Nancy deLaski Irrevocable Trust, The Daphne Jean deLaski Irrevocable Trust and the Tena Renken deLaski Revocable Trust. The shareholders' agreement provides, among other things, that if the New Mountain Funds propose to sell all or any portion of their common stock then certain parties to the agreement, if requested by the New Mountain Funds, agree to sell their shares in amounts proportionate to the sale by the New Mountain Funds and, if shareholder approval is required to approve such transaction, to vote all of their shares in favor of the transaction. In addition, the New Mountain Funds are third-party beneficiaries with the right to enforce certain other agreements made between the issuer and other shareholders of the issuer, which contain provisions similar to those contained in the shareholders' agreement as described above. As a result, each of the reporting persons may be deemed to be a member of a group pursuant to Rule 13d-5 promulgated under the Securities Exchange Act of 1934 (the "Act"). This filing should not be deemed an admission that any of the reporting persons are, for purposes of Section 13(d) or Section 16 of the Act or otherwise, a member of a group, or that any of the reporting persons are the beneficial owner of any securities in excess of the amount in which the reporting persons have a pecuniary interest therein, and the reporting persons disclaim beneficial ownership of any such securities. -----END PRIVACY-ENHANCED MESSAGE-----