UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~September~~ 3October 19, 2015 ~~(August 28, 2015)~~

SRA International, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number

333-83780

Virginia		54-1013306
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
4300 Fair Lakes Court, Fairfax, Virginia		22033
(Address of principal executive offices)		(Zip Code)

4300 Fair Lakes Court, Fairfax, Virginia		22033
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 803-1500

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~August~~October 3119, 2015, SRA International, Inc. (the “~~SRA~~Company”) orprovided notice to Wilmington Trust, National Association, as trustee (the “~~Company~~Trustee”), ~~announced~~of ~~that~~its itintent ~~had~~to ~~entered~~redeem ~~into~~all anof ~~Agreement~~its ~~and~~outstanding ~~Plan~~11.00% ~~of Merger~~Senior Notes due 2019 (the “~~Merger Agreement~~Notes”), pursuant to the Indenture, dated as of ~~August~~July 3120, ~~2015~~2011, ~~with~~as ~~SRA~~supplemented ~~Companies,~~by ~~Inc.~~the First Supplemental Indenture, dated aas ~~Delaware~~of ~~corporation~~July 20, 2011, and athe ~~direct~~Second ~~parent~~Supplemental ofIndenture, ~~SRA~~dated ~~(“SRA~~as ~~Parent”)~~of February 3, ~~Computer~~2012, ~~Sciences~~and ~~Corporation~~as otherwise supplemented from time to time (collectively, the “~~CSC~~Indenture”), aamong ~~Nevada~~the ~~corporation~~Company, the guarantors from time to time ~~Computer~~party ~~Sciences~~thereto, ~~Government~~and ~~Services~~the ~~Inc~~Trustee., aThe ~~Nevada~~redemption ~~corporation~~of ~~and~~the aNotes ~~direct,~~is ~~wholly~~subject ~~owned~~to ~~subsidiary~~the satisfaction of ~~CSC~~specified (“conditions ~~Computer~~precedent ~~Sciences~~set ~~GS”),~~forth ~~Star~~in ~~Second~~the ~~Merger~~notice ~~Sub~~of ~~LLC~~conditional redemption, aincluding ~~Delaware~~the ~~limited~~consummation ~~liability~~of ~~company~~the ~~and~~previously aannounced ~~direct,~~combination ~~wholly~~of ~~owned subsidiary~~the ofCompany with Computer Sciences GSGovernment ~~(“Merger~~Services ~~Sub~~on ~~LLC”),~~or ~~Star~~prior ~~First~~to ~~Merger~~the ~~Sub~~redemption ~~Inc~~date., aThe ~~Delaware~~notice ~~corporation~~of ~~and~~conditional aredemption ~~direct,~~will ~~wholly~~be ~~owned~~sent ~~subsidiary~~by the Trustee to the registered holders of ~~Computer~~the ~~Sciences~~Notes GSin ~~(“Merger~~accordance ~~Sub~~with ~~Inc~~the requirements of the Indenture.”) The anticipated redemption date is November 30, ~~and~~2015. ~~certain~~The ~~stockholders~~redemption price with respect to Notes will be set forth in the notice of ~~SRA~~conditional ~~Parent~~redemption.

~~The~~On ~~following~~October 19, ~~descriptions of the Merger Agreement~~2015, ~~and~~ the ~~transactions~~Company ~~contemplated~~issued ~~thereby,~~a ~~are~~press ~~included~~release toannouncing ~~provide~~the ~~you~~notice ~~with~~of ~~information~~its ~~regarding~~intention ~~their terms. They do not purport~~ to beredeem aall ~~complete~~of ~~description~~the ~~and~~outstanding ~~are~~Notes referenced ~~qualified~~above. inA ~~their~~copy ~~entirety~~of bythe ~~reference~~press torelease ~~the~~is ~~full~~being ~~text~~furnished ofas ~~such~~Exhibit ~~agreements,~~99.1 ~~which~~to ~~are~~this ~~attached~~report ~~hereto~~on asForm ~~Exhibit~~8-K ~~2.1~~ and is incorporated herein by reference.

~~Merger~~This ~~Agreement~~report does not constitute a notice of redemption under the Indenture nor an offer to tender for, or purchase, any Notes or any other security. There can be no assurances that the conditions precedent to the redemption will be satisfied or that the redemption will occur.

~~The~~Item ~~Merger Agreement provides that Merger Sub Inc~~9.01 ~~will~~Financial ~~merge~~Statements ~~with~~ and into SRA Parent (the “First Merger”), with SRA Parent surviving the First Merger, and immediately after the First Merger, SRA Parent will merge with and into Merger Sub LLC (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub LLC surviving the Second MergerExhibits. ~~As a result of the Mergers, SRA Parent will become a direct wholly owned subsidiary of Computer Sciences GS.~~

~~The Mergers will occur following the consummation by CSC of an internal reorganization~~ (~~the “Internal Reorganization”~~d), the distribution by CSC to the CSC stockholders of all of the issued and outstanding shares of common stock of Computer Sciences GS (the “Distribution” and, together with the Internal Reorganization, the “Separation”), and the payment by Computer Sciences GS of a special cash dividend in an aggregate amount of no more than $1,500,000,000 to CSC or to the stockholders that receive shares of common stock of Computer Sciences GS in the Distribution (the “Special Dividend”), all pursuant to a Master Separation and Distribution Agreement to be entered into by and between CSC and Computer Sciences GS (the “Distribution Agreement”) and certain ancillary agreements to be entered by and between CSC and Computer Sciences GS in connection with the Separation (collectively, and together with the Distribution Agreement, the “Separation Agreements”). Exhibits

At the effective time of the First Merger, all of the outstanding shares of SRA Parent common stock will be automatically converted into the right to receive, in the aggregate, merger consideration consisting of (i) $390,000,000.00 in cash and (ii) shares of Computer Sciences GS common stock representing in the aggregate approximately 15.32% of the total number of shares of Computer Sciences GS common stock outstanding immediately after the effective time of the First Merger (the “Merger Consideration”). The cash and stock portions of the Merger Consideration will be allocated among the stockholders and optionholders of SRA Parent on a pro rata basis (based on the number of shares and options held by them immediately prior to the effective time of the First Merger), except that the Merger Consideration received by certain of the SRA Parent stockholders and the holders of unvested performance-based options will consist solely of shares of Computer Sciences GS common stock.


Exhibit Number		Exhibit

99.1		A copy of the press release dated October 19, 2015 is attached hereto as Exhibit 99.1.

~~The~~2 consummation of the Mergers is subject to, among other conditions, (i) the completion of the Separation and payment of the Special Dividend, (ii) the expiration of the applicable waiting period under the HSR Act, (iii) the effectiveness of the registration statement to be filed with the SEC and the approval for listing on the NYSE or the NASDAQ Global Market of the shares of Computer Sciences GS common stock to be issued in the Distribution and the Mergers, (iv) the entry by Computer Sciences GS into definitive agreements providing for debt financing of the transactions, (v) the accuracy of the parties’ representations and warranties and the performance of their respective covenants contained in the Merger Agreement, and (vi) certain other customary conditions.

2SIGNATURES

~~The~~Pursuant ~~Merger Agreement contains customary representations, warranties and covenants, including a covenant for CSC and Computer Sciences GS~~ to ~~use~~the ~~commercially~~requirements ~~reasonable~~of ~~efforts to consummate and make effective~~ the ~~Separation~~Securities ~~and~~Exchange ~~payment~~Act of 1934, the ~~Special~~registrant ~~Dividend~~has ~~contemplated~~duly bycaused ~~the~~this ~~Distribution~~report ~~Agreement~~to inbe ~~accordance~~signed ~~with~~on its ~~terms~~behalf ~~prior~~by tothe ~~April 1,~~undersigned hereunto ~~2016~~duly authorized.

~~The Merger Agreement contains certain termination rights for both~~ SRA ~~Parent~~INTERNATIONAL, ~~and CSC~~INC. ~~The~~By: ~~Merger~~/s/ ~~Agreement~~David ~~further~~F. ~~provides~~Keffer ~~that,~~Name: ifDavid ~~the~~F. ~~Separation~~Keffer ~~is not~~Title: ~~completed~~Executive inVice ~~accordance~~President ~~with the terms~~ and ~~conditions~~Chief ofFinancial ~~the Separation Agreements on or before April 1, 2016, a termination fee of $100,000,000 may be payable by CSC to SRA Parent upon termination of the Merger Agreement under specified circumstances.~~ Officer

~~Item~~Date: ~~5.02~~October 19, ~~Departure~~2015 ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~Separation~~3 ~~Agreement with William L. Ballhaus~~

William L. Ballhaus, the Company’s Chief Executive Officer, will be departing from SRA effective as of 11:59 p.m. on the day preceding the Closing Date. In connection with SRA’s entry into the Merger Agreement, SRA and Dr. Ballhaus have entered into a Separation Agreement and Release, dated as of August 28, 2015, which evidences the parties’ rights and obligations with respect to Dr. Ballhaus’ termination under his employment agreement with SRA, dated as of July 20, 2011 (the “Employment Agreement”). The treatment of Dr. Ballhaus’ equity compensation under the Merger Agreement will be substantially the same as all other employees of the Company. In connection with his departure, and consistent with the Employment Agreement, Dr. Ballhaus will receive severance pay consisting of (1) three times his base salary and target bonus, payable over twenty-four months following closing, plus (2) a pro rata target bonus and (3) 18 months of continued medical coverage at active-employee rates. Following his departure, Dr. Ballhaus will be subject to the covenants included in his Employment Agreement, which include restrictive covenants relating to confidentiality, noncompetition and nonsolicitation of customers and employees, and the provision of a general release of claims.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
Exhibit 2.1		Agreement and Plan of Merger, dated as of August 31, 2015, by and among Computer Sciences Corporation, Computer Sciences Government Services Inc., Star First Merger Sub Inc., Star Second Merger Sub LLC, SRA Companies, Inc., SRA International Inc., and certain enumerated stockholders of SRA Companies, Inc.
Exhibit 10.1		Separation Agreement and Release, dated as of August 28, 2015, by and between William Ballhaus and SRA Companies, Inc.

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.

SRA INTERNATIONAL, INC. By: /s/ WILLIAM L. BALLHAUS Name: William L. Ballhaus Title: President & Chief Executive Officer

Date: September 3, 2015

EXHIBIT INDEX

Exhibit Number		Description
Exhibit 2.1		Agreement and Plan of Merger, dated as of August 31, 2015, by and among Computer Sciences Corporation, Computer Sciences Government Services Inc., Star First Merger Sub Inc., Star Second Merger Sub LLC, SRA Companies, Inc., SRA International Inc., and certain enumerated stockholders of SRA Companies, Inc.
Exhibit 10.1		Separation Agreement and Release, dated as of August 28, 2015, by and between William Ballhaus and SRA Companies, Inc.

Filing Compare · SRA INTERNATIONAL, INC.