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

~~Pursuant to~~Date ~~Section 13~~of ORReport 15(dDate of earliest event reported): August 15, 2014

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 14, 2014

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.)

1750 Tysons Boulevard ~~Suite 1300 McLean, VA 22102~~

Suite 1300

McLean, VA 22102

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 918-4480

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:

x 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 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement

On August 15, 2014 Alion Science and Technology Corporation (the “Company” or “Alion”) entered into a Second Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) to extend the Maturity Date of the Second Amended and Restated Credit Agreement dated as of May 2, 2014 by and among Alion, Wells Fargo Bank National Association, as administrative agent, and the lenders party thereto (the “Credit Agreement”). The ~~information~~Amendment extends the Maturity Date of the Credit Agreement to the earlier of (a) August 20, 2014, (b) the date on which Alion’s secured notes due November 2014 become due and payable in ~~this~~full ~~report~~whether ~~set~~by ~~forth under~~acceleration ~~Item~~or otherwise, and (c) ~~7.01~~the isdate ~~incorporated~~on ~~herein~~which Alion’s unsecured notes due February 2015 become due and payable in full whether by ~~reference.~~acceleration or otherwise.

~~Item~~A 7copy of the Amendment is attached to this current report on Form 8-K as Exhibit 10.0149 ~~Regulation~~and FDit ~~Disclosure~~is incorporated by reference as though it were fully set forth herein. The foregoing summary description of the Amendment and the transactions contemplated thereby is not intended to be complete, and it is qualified in its entirety by the complete text of the Amendment.

OnThe Company has filed a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to an offer to exchange its existing unsecured notes due February 2015 for new securities (the “Exchange Offer”), which was declared effective August 1411, 2014. Security holders and investors are urged to read the Registration Statement and any amendments to the Registration Statement because they contain important information regarding the contemplated Exchange Offer. Security holders and investors are able to obtain copies of any documents filed with the SEC regarding the Exchange Offer, free of charge, at the SEC’s website (www.sec.gov), at the Company’s website (www.alionscience.com) or by contacting Alion Science and Technology Corporation, ~~(Alion~~1750 orTysons ~~the~~Boulevard, ~~Company)~~Suite 1300, ~~disclosed~~McLean, ~~the~~Virginia ~~following~~22102, ~~non~~(703) 918-~~public~~4480, ~~information.~~Attention: Kevin Boyle, Senior Vice President, General Counsel & Secretary.

~~Consolidated~~This ~~EBITDA~~Form 8-K ~~(as~~does ~~defined~~not inconstitute ~~the~~an ~~Company’s Credit~~offer ~~Agreement~~to ~~with~~sell ~~Wells~~or ~~Fargo~~exchange ~~Bank~~any ~~dated~~securities ~~May 2,~~nor ~~2014,~~specifically asdoes ~~amended)~~it ~~for~~constitute ~~the~~a ~~twelve~~solicitation ~~months~~of ~~ended~~the ~~June 30,~~Exchange ~~2014~~Offer, ~~was~~nor ~~approximately~~shall ~~$64.4~~there ~~million,~~be ~~and~~any ~~for~~sale ~~the~~or ~~three~~exchange ~~months~~of ~~ended~~any ~~June 30,~~securities ~~2014~~in any state or other jurisdiction in which such offer, ~~was~~solicitation ~~approximately~~or ~~$15.6~~sale ~~million.~~or ~~The calculation~~exchange ~~and~~would ~~reconciliation~~be unlawful prior to the ~~most~~registration ~~comparable~~or ~~financial~~qualification ~~measure~~of ~~calculated~~any ~~and~~such ~~presented~~securities inor ~~accordance~~offer ~~with~~under ~~GAAP~~the issecurities ~~included~~laws inof ~~the~~any ~~table~~such ~~below~~state or other jurisdiction. The Exchange Offer will be made only through a registration statement under the Securities Act of 1933, as amended, and related materials.

~~Non-GAAP~~Cautionary ~~Measures~~Note Regarding Forward-Looking ~~Consolidated Net Income and Consolidated EBITDA Calculations~~ Statements

~~(Dollars~~Information included in ~~thousands)~~this Current Report on Form 8-K may contain forward-looking statements that involve risks and uncertainties, including statements regarding the expected terms of the proposed refinancing transaction. These statements relate to future plans, objectives, expectations and intentions and are for illustrative purposes only. These statements may be identified by the use of words such as “believe,” “expect,” “intend,” “plan,” “anticipate,” “likely,” “will,” “pro forma,” “forecast,” “projections,” “could,” “estimate,” “may,” “potential,” “should,” “would,” and similar expressions. Factors that could cause actual results to differ materially from anticipated results include, but are not limited to: the inability to refinance the Company’s indebtedness on satisfactory terms, or at all, prior to maturity of such indebtedness; the inability to enter into definitive documentation in connection with the Transactions; U.S. government debt ceiling limitations, sequestration, continuing resolutions, or other similar federal government budgetary or funding issues; U.S. government shutdowns; U.S. government decisions to reduce funding for projects the Company supports; failure to retain the Company’s existing government contracts, win new business and win re-competed contracts; failure of government customers to exercise contract options; limits on financial and operational flexibility given the Company’s substantial debt and debt covenants; the effect, if any, of the Company’s refinancing efforts and financial condition on its relationships with its customers and the Company’s ability to attract new business; material changes to the Company’ capital structure, including financing transactions which may dilute ESOP participants’ interest in the Company’s capital stock; and other factors discussed in this Form 8-K, the Company’s annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and subsequent Current Reports on Form 8-K, in each case as filed with the SEC.

~~(Unaudited)~~Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s views as of the date of this Form 8-K. The Company undertakes no obligation to update any of the forward-looking statements made in this Form 8-K, whether as a result of new information, future events, changes in expectations or otherwise.

	Three months endedJune 30, 2014			Twelve months endedJune 30, 2014
Calculation of Consolidated Net Income
Net loss	$	(13,266	)	$	(57,868	)
Less: Loss on asset sales		(1,500	)		(1,500	)
Less: Debt extinguishment loss		—			(1,947	)
Consolidated Net Income	$	(14,766	)	$	(61,315	)
Calculation of Consolidated EBITDA
Consolidated Net Income	$	(14,766	)	$	(61,315	)
Plus: Interest expense		19,320			76,864
Plus: Income tax expense		1,742			6,982
Plus: Depreciation and amortization expense		1,147			5,083
Plus: Non-cash stock-based compensation expense		28			(182	)
Less: Cash paid for stock-based compensation		—			—
Plus: Non-cash ESOP and 401(k) contributions		3,520			13,811
Plus: Employee salary deferrals used to purchase Alion common stock		402			1,583
Less: Cash paid for ESOP obligations		—			(545	)
Plus: Non-cash LTIP expense		(441	)		1,971
Less: Cash paid for LTIP grants		(1,810	)		(3,287	)
Plus: Non-recurring expenses		6,714			23,437
Consolidated EBITDA	$	15,856		$	64,402

Item 9.01 Financial Statements and Exhibits

EBITDA (earnings before interest, taxes, depreciation and amortization) is not a measure under accounting principles generally accepted in the United States of America (GAAP). EBITDA is a common non-GAAP financial metric in the government contracting industry, in part because it excludes from performance the effects of a company’s capital structure, in particular taxes and interest. EBITDA does not measure operating income, profitability, cash flows or liquidity in accordance with GAAP. EBITDA has important limitations on its usefulness as an analytical tool.

(d)	Exhibit

10.49	First Amendment to Second Amended and Restated Credit Agreement dated as of August 15, 2014 by and among Alion Science and Technology Corporation, Wells Fargo Bank National Association and the lenders party thereto.

Alion’s Credit Agreement includes the contractually defined term “Consolidated EBITDA.” Under Alion’s Credit Agreement, Consolidated EBITDA is used to measure our ability to meet our debt covenants. Consolidated 2

EBITDA also is not defined under GAAP and does not measure operating income, operating performance, profitability, cash flow or liquidity in accordance with GAAP, and it also has important limitations on its usefulness as an analytical tool. As reflected in the table above, Consolidated EBITDA adjusts Consolidated Net Income by adding back certain non-cash expenses and deducting certain cash payments. SIGNATURES

~~SIGNATURES~~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.

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.

Date: August 19, 2014	ALION SCIENCE AND TECHNOLOGY CORPORATION

	By:	/s/ Barry M. Broadus
		Name: Barry M. Broadus
		Title: Chief Financial Officer

~~Date: August 14, 2014~~ 3

ALION SCIENCE AND TECHNOLOGY CORPORATION /s/ Barry M. Broadus Name: Barry M. Broadus Title: Chief Financial Officer

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