UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2010
ALION SCIENCE AND TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 333-89756 | 54-2061691 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 10 West 35th Street, Chicago, IL 1750 Tysons Boulevard, Suite 1300, McLean, VA |
60616 22102 |
|
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 567-4000
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
On September 30, 2010, Alion Science and Technology Corporation (the “Company”) sold approximately $1.9 million of common stock to the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the “ESOP trust”). The per share price to be ascribed to the common stock for such sale will be determined in a valuation of the common stock to be performed as of September 30, 2010. The trustee of the ESOP trust, State Street Bank & Trust Company, has engaged an independent third-party valuation firm to assist in establishing a value for the Company’s common stock as of September 30, 2010. The Company expects the valuation to be completed by November 9, 2010.
The shares of common stock were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 4, 2010
ALION SCIENCE AND TECHNOLOGY
CORPORATION
By: /s/ Michael J. Alber
Name: Michael J. Alber
Title: Chief Financial Officer
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