SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 31, 2012
ALION SCIENCE AND TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
1750 Tysons Boulevard
McLean, VA 22102
(Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)
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 (see General Instruction A.2. below):
Item 3.02 Unregistered Sales of Equity Securities.
On April 4, 2012, Alion Science and Technology Corporation (Alion or the Company) filed a current report on Form 8-K to report the March 31, 2012 sale of approximately $1.3 million of common stock to the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the Trust). The Company sold approximately 72,337 shares to the Trust at an average price of $18.00 per share for aggregate proceeds of approximately $1.3 million. The Company issued approximately 395,214 additional shares to the Trust, at an average price per share of $18.00, as a contribution to the employee stock ownership plan (ESOP) component of the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan. The shares of common stock were offered to the Trust pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
Item 8.01 Other Events.
State Street Bank and Trust Company, as trustee (the Trustee) of the ESOP, has selected a final value of $18.00 per share for Alions common stock as of March 31, 2012 (the Valuation Date).
The Trustee engaged an outside independent third party valuation firm to assist the Trustee in establishing a value for the Companys common stock as of the Valuation Date using the following valuation methods: (i) Discounted Cash Flow; and (ii) Comparable Transaction, i.e., the use of mergers and acquisitions within Alions industry to derive market-based pricing multiples. The methodology used for this valuation is consistent with the September 2011 valuation conducted by the valuation firm on behalf of the Trustee.
The valuation firm did not use the Guideline Company Method in its current analysis or its September 2011 analysis. Current pricing multiples of guideline companies are near historical lows1. They are significantly below the pricing multiples implied by recent merger and acquisition activity in the government contracting sector. The significant gap between the pricing multiples of guideline companies and recent transactions in the industry suggests that current pricing multiples for non-controlling ownership interests may not be meaningful for purposes of valuing a controlling ownership interest. Because the ESOP owns a controlling interest in Alion, the Trustee and the valuation firm deemed the Guideline Company Method to be non-meaningful for the purpose of the current analysis.
Some of the factors that influenced the Trustees decision to select the value of $18.00 per share were the following:
The valuation firm prepared a written report containing its procedures, analyses, and opinion as to the appropriate value of Alions common stock. Such report is solely for the Trustees use in connection with its administration and operation of the ESOP and the exercise of its fiduciary responsibilities. In preparing its report, the third-party valuation firm used various financial and other information provided to the valuation firm by Alions management or obtained from other private and public sources including financial projections prepared by Alion management, and relied on the accuracy and completeness of this information. There is no assurance that the valuation firm, or any other financial adviser that the Trustee might choose, will utilize the same process of methodologies in connection with future valuations of Alion common stock, or that such advisor(s) will reach conclusions that are consistent with those presented herein.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.