On December 16, 2008, SM&A (the "Company") issued a press release concerning the end of the "go-shop" period under the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 31, 2008, by and among the Company, Project Victor Holdings, Inc. ("Parent") and Project Victor Merger Sub, Inc., a wholly owned subsidiary of Parent. Parent is controlled by a private investment fund affiliated with Odyssey Investment Partners, LLC. A copy of the press release issued by the Company is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

         Exhibit No.    Description

               99.1     Press Release of SM&A, issued on December 16, 2008.