SM&A asks shareholders to vote for its slate of nominees, to reject former CEO's allegations

By Lisa Kerner

Charlotte, N.C., April 28 - SM&A said recent information released by former company chief executive officer Steven Myers was inaccurate and/or misleading.

It was previously reported that Myers was asked to retire from the company in March 2007.

Chairman of the board Dwight Hanger said nothing positive can come out of Myers' efforts and sought in a company news release to set the record straight. Myers has nominated four people to become directors on the company's board.

While Myers complained about SM&A's stock price, Hanger noted that at one point during Myers' reign as CEO, the company's stock traded at $0.62 per share and was delisted.

Hanger said the recent decline in SM&A's stock priced is "a reflection of the market conditions in general."

SM&A said that despite Myers' criticism of the accuracy of forecasted revenues, it is standing by its recent guidance. Guidance will "always be based on concrete data and the best available information about our markets, current trends and opportunities," the company said.

Regarding effective deployment of SM&A's cash, Hanger said it has "aggressively" repurchased $1 million of its stock, or 241,200 shares.

Under Myers' leadership, SM&A had $45 million of write-offs and total losses of $50 million over 2000 and 2001, according to the release.

Hanger urged shareholders to vote for the company's four director nominees at SM&A's stockholder meeting on May 23.

On April 23, Hanger addressed SM&A shareholders in a similar letter, asking them to reject "the hand-picked dissident slate" proposed by, and which includes, Myers.

SM&A recruited Cathy McCarthy back to the company as president and CEO, added General Peter Pace to its board and senior executive team, and adopted a new 2008 strategic plan, the letter stated.

On March 25, Myers, SM&A's founder and largest shareholder, said the company's rejection of a shareholder presence on its board of directors "speaks volumes about the intransigence" of the current board.

"As for the board's concern about the cost and distraction of a proxy fight, that was its choice when it refused to nominate the partial board slate I proposed," Myers noted in a prior news release.

SM&A, based in Newport Beach, Calif., provides competition management and program support services to industrial customers in the aerospace and defense, information technology, telecommunications, and other industries.

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