UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~August 2912, 2017

LOGO

NCI, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51579	20-3211574
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
11730 Plaza American Drive, Reston, VA		20190
(Address of principal executive offices)		(Zip Code)

11730 Plaza American Drive, Reston, VA		20190
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 707-6900

N/A

(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:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

OnAs ~~July 2,~~previously ~~2017,~~reported in the Current Report on Form 8-K filed by NCI, Inc., a Delaware corporation (“NCI”), with the Securities and Exchange Commission (the “SEC”) on July 5, 2017, NCI entered into an Agreement and Plan of Merger, dated as of July 2, 2017 (the “Merger Agreement”), with Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), and Cloud Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Parent and Purchaser are beneficially owned by affiliates of H.I.G. Capital, ~~LLC~~L.L.C. (~~together~~“HIG”). In accordance with ~~Parent~~the ~~and~~terms of the Merger Agreement, on July 17, 2017, Purchaser commenced a tender offer (the “Offer”) for all of the issued and outstanding shares of NCI’s Class A common stock, par value $0.019 per share (the “Class A Shares”), and NCI’s Class B common stock, par value $0.019 per share (the “~~HIG~~Class B Shares”, together with the Class A Shares, the “Shares”), at a price of $20.00 per Share, net to the seller thereof in cash (the “Offer Price”), without interest and subject to deduction for any required withholding of taxes.

The Offer expired at 12:00 a.m. midnight, New York City time, at the end of the day on Friday, August 11, 2017 (the “Expiration Time”), as scheduled and was not extended. American Stock Transfer & Trust Company, LLC, the ~~Merger~~depositary for the Offer (the “Depositary”), advised Parent and Purchaser that, as of the Expiration Time, a total of 11,924,366 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which tendered Shares represent approximately 82.0% of the voting power of the Shares outstanding on a fully-diluted basis (assuming that the Class B Shares converted to Class A Shares upon consummation of the Offer, the exercise of all options and the vesting of all restricted stock awards). As a result, Purchaser accepted for payment (such time of acceptance for payment, the “Acceptance Time”) all such Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Time, and payment for such Shares has been made to the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments for tendered Shares and transmitting such payments to tendering stockholders whose Shares have been accepted for payment, in accordance with the terms of the Offer. The Depositary also advised Parent and Purchaser that it has received Notices of Guaranteed Delivery with respect to 222,752 additional Shares, representing approximately 1.5% of the voting power of the Shares outstanding on a fully-diluted basis (assuming that the Class B Shares converted to Class A Shares upon consummation of the Offer, the exercise of all options and the vesting of all restricted stock awards).

~~Pursuant~~On toAugust 15, 2017 (the ~~terms~~“Closing Date”), as a result of the ~~Merger~~acceptance ~~Agreement~~of the Shares tendered in the Offer, Purchaser ~~will~~acquired ~~commence~~ a sufficient ~~tender~~number ~~offer~~of Shares to close the merger of Purchaser with and into NCI (the “~~Offer~~Merger”) towithout ~~purchase~~the ~~all~~affirmative vote of the ~~outstanding shares~~stockholders of ~~Class A~~NCI ~~common~~pursuant ~~stock,~~to ~~par~~Section 251(h) ~~value~~of ~~$0.019~~the ~~per~~General ~~share,~~Corporation ~~and~~Law ~~Class~~of Bthe ~~common~~State of ~~stock,~~Delaware ~~par~~(the ~~value $0~~“DGCL”).~~019~~ ~~per~~At ~~share,~~the effective time of ~~NCI~~the Merger (the “~~Shares~~Effective Time”), ateach aShare ~~price~~then ofissued ~~$20.00~~and ~~per~~outstanding ~~Share,~~(other ~~net~~than to the ~~seller~~Shares ~~thereof~~owned inby ~~cash~~NCI, ~~without~~Parent ~~interest (such~~or ~~amount~~Purchaser, asor itany ~~may~~of betheir subsidiaries, ~~adjusted~~or ~~pursuant~~by tostockholders who validly exercised and perfected their appraisal rights under the ~~terms~~DGCL) ofwas converted into the ~~Merger~~right ~~Agreement,~~to receive the “Offer Price”), without interest and subject to deduction for any required withholding of taxes. ~~Pursuant~~All Shares tothat ~~the~~were ~~terms~~converted ofinto the ~~Merger~~right ~~Agreement, Purchaser is obligated~~ to ~~commence~~receive the Offer asPrice ~~promptly~~were ascanceled ~~practicable,~~and ~~but~~ceased into noexist. ~~event~~NCI ~~later~~was ~~than~~the ~~July 17,~~surviving ~~2017.~~corporation ~~The~~in ~~board~~the ofMerger ~~directors~~and ofis ~~NCI~~now ~~(the~~a ~~“Board”)~~wholly ~~has~~owned ~~unanimously~~subsidiary ~~adopted~~of ~~the Merger Agreement~~Parent.

~~The~~In ~~consummation~~addition, ofat the ~~Offer~~Effective ~~is subject to customary closing conditions~~Time, ~~including, among other things:~~ (i) ~~there~~each ~~having~~outstanding ~~been~~option ~~validly tendered and not validly withdrawn prior~~ to ~~the~~purchase ~~expiration~~Shares, ofwhether ~~the~~or ~~Offer~~not ~~that~~then ~~number~~exercisable ofor ~~Shares~~vested ~~representing~~(each, ~~at least~~ a “Company ~~majority~~Option”), ofwas ~~the~~canceled ~~voting~~and ~~power~~converted ofinto the ~~Shares~~right ~~then~~to ~~outstanding~~receive onfrom aParent ~~fully~~or ~~diluted~~NCI ~~basis~~an ~~(assuming~~amount ~~that~~in ~~the~~cash, ~~shares~~without ofinterest, ~~Class~~and Bsubject ~~common stock will convert~~ to ~~shares~~deduction offor ~~Class A~~any ~~common~~required ~~stock~~withholding ~~upon consummation~~ of ~~the~~taxes, ~~Offer);~~equal to (iia) the ~~expiration~~excess, orif any, ~~termination~~ of (y) the ~~waiting~~Offer ~~period~~Price ~~under~~over ~~the Hart-Scott-Rodino Antitrust Improvements Act of 1976;~~ (~~iii~~z) the ~~accuracy~~exercise price of ~~NCI’s representations~~such ~~and~~Company ~~warranties~~Option, asmultiplied ofby (b) the ~~expiration~~number of ~~the~~Shares ~~Offer,~~that subject to ~~certain~~such ~~qualifications~~Company ~~set~~Option, ~~forth in the Merger Agreement;~~ and (ivii) ~~other~~each ~~customary~~outstanding ~~conditions~~award toof ~~the~~restricted ~~Offer~~Shares ~~set~~(which ~~forth~~were indeemed to ~~Annex~~be Afully tovested) ~~the~~(each, ~~Merger~~a ~~Agreement.~~“Company ~~The transaction~~RSA”) ~~will~~was becanceled ~~financed~~and ~~through~~converted ainto ~~combination~~the ofright ~~equity~~to ~~financing~~receive in an amount ~~not~~in ~~less~~cash, ~~than~~without ~~$130~~interest,~~000,000~~ ~~that~~and ~~has~~subject ~~been~~to ~~committed~~deduction byfor ~~H.I.G.~~any ~~Middle~~required ~~Market~~withholding ~~LBO~~of ~~Fund II~~taxes, ~~L.P.,~~equal anto ~~affiliate~~the product of (a) the ~~HIG,~~Offer Price and ~~debt~~(b) the ~~financing~~number inof anShares ~~aggregate~~subject ~~amount~~to ~~of $197,500,000~~such ~~that~~Company ~~has~~RSA. ~~been~~At ~~committed~~the byEffective ~~KKR~~Time, ~~Credit~~each ~~Advisors~~Company ~~(US)~~Option ~~LLC.~~with ~~The~~an ~~consummation~~exercise ofprice ~~the~~at ~~Offer~~or ~~and~~above the ~~Merger~~Offer isPrice ~~not~~was ~~subject~~canceled tofor ~~any~~no ~~financing condition~~consideration.

~~Following~~The ~~the~~foregoing ~~consummation~~summary of the ~~Offer,~~Merger Agreement and ~~subject to~~ the ~~satisfaction~~transactions orcontemplated ~~waiver~~thereby ofdoes ~~the~~not ~~conditions~~purport ~~set~~to ~~forth~~be incomplete ~~the~~and ~~Merger~~is ~~Agreement~~subject to, ~~Purchaser~~and ~~will~~qualified bein ~~merged~~its ~~with~~entirety ~~and into NCI~~by, ~~with NCI continuing as~~ the ~~surviving~~full ~~corporation~~text ~~and a wholly owned subsidiary~~ of ~~Parent (~~the “Merger~~”).~~ ~~The Merger~~ Agreement ~~provides~~filed ~~that~~as ~~the~~Exhibit ~~Merger~~2.1 ~~will~~to bethe ~~effected~~Current ~~pursuant~~Report toon ~~Section~~Form ~~251(h) of~~8-K ~~the~~filed ~~Delaware~~by ~~General~~NCI ~~Corporation~~with ~~Law (~~the ~~“DGCL”),~~SEC ~~without~~on aJuly 5, ~~vote~~2017, ofwhich ~~the~~is ~~stockholders~~incorporated ofherein ~~NCI.~~by reference.

At the effective time of the Merger (the “Effective Time”), each Share that is outstanding immediately prior to the Effective Time, other than the Shares owned by NCI, Parent or Purchaser, or by stockholders who have validly exercised and perfected their appraisal rights under the DGCL, will be canceled and converted into the right to receive the Offer Price, payable to the holder thereof on the terms and subject to the conditions set forth in the Merger Agreement.

In addition, at the Effective Time, (i) each outstanding option to purchase Shares (each, a “Company Option”), whether or not then exercisable or vested, will be canceled and converted into the right to receive from Parent an amount in cash equal to (a) the excess, if any, of (1) the Offer Price minus (2) the exercise price of such Company Option, multiplied by (b) the number of Shares subject to such Company Option, and (ii) each outstanding award of restricted Shares (each, a “Company RSA”) (which shall be deemed to be fully vested) will be canceled and converted into the right to receive an amount in cash equal to the product of (a) the Offer Price and (b) the number of Shares subject to such Company RSA.

NCI, Parent and Purchaser have made customary representations, warranties and covenants in the Merger Agreement. NCI’s covenants include, among other things, covenants regarding the operation of NCI’s business prior to the Effective Time and covenants not to solicit third party proposals relating to alternative transactions or provide information or enter into discussions in connection with alternative transactions, subject to exceptions to permit the Board to comply with its fiduciary duties.

~~The~~Item ~~Merger Agreement also includes customary termination rights in favor of each of NCI and Parent~~1.01 ~~NCI~~Entry ~~has agreed~~into ~~to pay Parent~~ a ~~termination~~Material ~~fee~~Definitive ~~of$11,256,000 if, among other circumstances, NCI terminates the Merger~~ Agreement in compliance with its terms in order to accept a superior proposal or if Parent terminates the Merger Agreement because the Board has changed its recommendation to NCI’s stockholders with respect to the Offer or NCI has willfully and materially breached its obligations not to solicit third party proposals relating to alternative transactions. Parent has agreed to pay NCI a termination fee of $19,698,000 if NCI terminates the Merger Agreement because Parent has extended the Offer due to unavailability of its debt financing as of the expiration of the Offer or because, when all conditions to the Offer are satisfied, the full proceeds of the debt financing are not available to Parent, and as a result, Parent fails to consummate the Offer within three business days following the expiration of the Offer.

~~Concurrently~~On ~~with~~ the ~~execution~~Closing ~~of the Merger Agreement~~Date, ~~Charles Narang~~NCI, ~~NCI’s~~successor ~~Chairman~~by ofmerger ~~the~~to ~~Board~~Purchaser, and ~~solely~~certain inof ~~his~~its ~~capacity~~subsidiaries ~~as a stockholder of NCI,~~ entered into a ~~Tender~~Credit ~~and Support~~ Agreement with ~~Parent~~Wilmington ~~and~~Savings ~~Purchaser~~Fund ~~(the “Support Agreement”)~~Society, ~~pursuant to which Mr. Narang has agreed~~FSB, ~~among~~as ~~other~~administrative ~~things,~~agent ~~to tender his Shares~~ (the “~~Subject Securities~~Administrative Agent”) ~~into~~and ~~the~~collateral ~~Offer~~agent, ~~during the period from the date of such Support Agreement through the earliest to occur of such date~~ and ~~time as: (i)~~ the ~~Merger~~certain ~~Agreement~~other ~~shall~~parties ~~have~~thereto ~~been terminated for any reason;~~ (~~ii)~~ the ~~Merger~~ ~~shall~~“Credit ~~become effective in accordance with the terms and provisions of the Merger~~ Agreement~~; (iii~~”) ~~the acquisition by Parent of all of the Subject Shares of Mr~~. ~~Narang,~~The ~~whether~~Credit ~~pursuant~~Agreement toprovides ~~the~~for ~~Merger or otherwise; (iv) any amendment, change or waiver to~~ the ~~Merger~~following ~~Agreement~~loan isfacilities: ~~effected without Mr. Narang’s consent that~~ (Ai) ~~decreases~~a ~~the~~seven-year ~~amount~~$177,500,000 orsenior ~~changes~~secured ~~the~~term ~~form~~loan orfacility (except with respect to extensions of the Offer in accordance with the terms of the Merger Agreement) timing of consideration payable to all of the stockholders of NCI pursuant to the terms of the Merger Agreement; or (B) materially and ~~adversely affects Mr. Narang; or~~ (vii) isa ~~agreed to in writing by Parent and~~six-year ~~Mr. Narang (the “Support Period”). Notwithstanding the foregoing~~$20, ~~the Support Agreement provides that if the Board changes its recommendation to NCI’s stockholders with respect to the Offer~~000,000 ~~Mr. Narang~~senior ~~shall~~secured ~~no longer~~revolving becredit ~~required to tender his Subject Securities and may revoke the tender of any Subject Securities tendered prior to such change in Board recommendation~~facility. The Subject Securities held by Mr. Narang that are eligible to be tendered into the Offer represent, in the aggregate, approximately 34% of the voting power of the Shares outstanding on the date of the Merger Agreement (assuming the conversion of all shares of Class B common stock to shares of Class A common stock). The Support Agreement will terminate upon the termination or expiration of the Support Period.

~~The~~At ~~foregoing~~NCI’s ~~descriptions~~option, the principal balance of loans outstanding under the ~~Merger~~Credit Agreement ~~and the~~will ~~Support~~bear ~~Agreement~~interest doat ~~not~~a ~~purport~~rate equal to be(a) with ~~complete~~respect ~~and~~to ~~are~~term ~~qualified~~loans in(i) LIBOR ~~their~~(subject ~~entirety~~to bya ~~reference~~1.00% floor) plus an applicable margin equal to 7.50% or (ii) a base rate (the ~~full~~“Base ~~text~~Rate”) ofthat is the ~~Merger~~greatest ~~Agreement~~of: (i) the ~~and~~rate of interest determined from time to time by the ~~Support~~Administrative ~~Agreement~~Agent as its “prime rate” as in effect on such day, ~~which~~(ii) the ~~are~~sum ~~filed~~of (x) the Federal Funds Rate, as ~~Exhibit~~published by the Federal Reserve Bank of New York, plus (y) 1/2. of 1.00% per annum, and 10(iii) the sum of (x) LIBOR (subject to a 1.00% floor) plus (y) 1.00%, ~~respectively,~~plus an applicable margin equal to ~~this~~6.50% ~~Current~~or ~~Report~~(b) with onrespect to the revolving loans, (A) LIBOR ~~Form~~(subject ~~8-K~~to a 1.00% floor) plus an applicable margin equal to 4.00% and ~~incorporated~~(B) Base ~~herein~~Rate, byplus ~~reference~~an applicable margin equal to 3.00%.

The ~~Merger~~term ~~Agreement~~loan ~~has~~was fully ~~been~~funded ~~filed~~at tothe ~~provide~~closing ~~investors~~of ~~and~~the ~~stockholders~~Credit ~~with~~Agreement ~~information~~and ~~regarding~~NCI ~~its terms. It~~ is ~~not~~required ~~intended~~ to ~~provide~~make ~~any~~consecutive ~~other~~quarterly ~~factual~~principal ~~information~~payments ~~about~~commencing ~~NCI,~~on ~~Parent~~September 30, ~~Purchaser or their respective subsidiaries and affiliates~~2017. The ~~Merger~~Credit Agreement ~~contains~~includes ~~representations~~covenants ~~and~~requiring ~~warranties~~NCI ~~made by each of the parties~~ to ~~the~~maintain ~~Merger~~certain financial ~~Agreement~~ratios. ~~These~~The ~~representations~~Company ~~and~~used ~~warranties were made solely for~~ the ~~benefit~~proceeds of the ~~other~~term ~~parties~~loan to ~~the Merger Agreement and~~ (i) ~~are~~fund ~~not intended to be treated as categorical statements of fact, but rather as~~ a ~~way~~portion of ~~allocating risk among~~ the ~~parties~~consideration iffor ~~those~~the ~~statements~~Merger, ~~prove to be inaccurate;~~ (ii) ~~may~~refinance ~~have~~prior ~~been qualified in the Merger Agreement and by confidential disclosure schedules that were delivered to the other parties in connection with the execution of the Merger Agreement~~debt, ~~which disclosure schedules contain information that modifies, qualifies or creates exceptions to the representations, warranties~~ and ~~covenants set forth in the Merger Agreement;~~ (iii) ~~may~~pay ~~also~~fees, bepremiums, ~~subject~~expenses ~~to a contractual standard of materiality different from those generally applicable to stockholders~~ and ~~reports~~other ~~and~~transaction ~~documents~~costs. NCI ~~filed with the United States Securities and Exchange Commission (the “SEC”) or that~~ may ~~differ~~use ~~from what might be viewed as~~proceeds ~~material to stockholders; and (iv) were made only as~~ of ~~the~~loans ~~date~~under ~~or dates as may be specified in~~ the ~~Merger~~revolving ~~Agreement.~~credit ~~Moreover,~~facility ~~information~~for ~~concerning~~working ~~the~~capital ~~subject matter of the representations, warranties~~ and ~~covenants~~other ~~may~~general ~~change~~corporate ~~after the date of the Merger Agreement, which subsequent information may not be fully reflected in NCI’s public disclosures~~purposes. Accordingly, investors and stockholders are strongly encouraged not to rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of NCI, Parent or Purchaser.

Item 1.02

Termination of a Material Definitive Agreement.

Concurrently with the consummation of the Merger, NCI repaid in full all amounts outstanding pursuant to, and terminated, the Amended and Restated Loan and Security Agreement, dated as of December 13, 2010, by and among NCI and its subsidiaries, as Borrowers, the several banks and financial institutions from time to time parties thereto, as Lenders, SunTrust Bank as the Administrative Agent to the Lenders and SunTrust Robinson Humphrey, Inc., as Lead Arranger and Book Manager.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note and Items 5.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

~~Limited~~Item ~~Guaranty~~2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

~~H.I.G.~~The ~~Middle~~information ~~Market~~contained ~~LBO Fund II, L.P. has executed and delivered to NCI a limited guaranty~~ in ~~favor of NCI with respect to certain of Parent’s and Purchaser’s payment obligations under~~ the ~~Merger~~Item ~~Agreement,~~1.01 ~~including payment~~ of ~~the~~this ~~termination~~Current ~~fee~~Report ofon ~~$19,698,000~~Form ~~that~~8-K ~~may~~is ~~become~~incorporated ~~payable~~ by ~~Parent~~reference ~~upon~~into ~~termination~~this Item ~~of the Merger Agreement under certain circumstances~~2.03.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, NCI notified the NASDAQ Stock Market LLC (“NASDAQ”) on August 15, 2017 that each Share (other than the Shares owned by NCI, Parent or Purchaser, or any of their subsidiaries, or by stockholders who validly exercised and perfected their appraisal rights under the DGCL) was automatically converted into the right to receive the Offer Price, without interest and subject to deduction for any required withholding of taxes, and requested that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration Under Section 12(b) of the Securities Exchange Act of 1934 on Form 25 to delist and deregister the Class A Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). NCI requested that NASDAQ halt trading of the Class A Shares on NASDAQ on August 15, 2017. NCI also intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of NCI’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The information contained in the Introductory Note and Items 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

As described in the Introductory Note of this Current Report on Form 8-K, at the Acceptance Time, Purchaser accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Time. As a result of the acceptance of such Shares, a change in control of NCI occurred. At the Effective Time, NCI became a wholly owned subsidiary of Parent.

As described above, the Merger was completed on August 15, 2017. The Merger was effected pursuant to Section 251(h) of the DGCL, without a vote of the stockholders of NCI. At the Effective Time, each Share then issued and outstanding (other than the Shares owned by NCI, Parent or Purchaser, or any of their subsidiaries, or by stockholders who validly exercised and perfected their appraisal rights under the DGCL) was converted into the right to receive the Offer Price, without interest and subject to deduction for any required withholding of taxes.

The aggregate consideration paid by Purchaser in the Offer and Merger was approximately $283.1 million, without giving effect to related transaction fees and expenses. The source of such funds was equity contributions from H.I.G. Middle Market LBO Fund II, L.P., an affiliate of HIG, and certain limited partners thereof, cash on hand of NCI and proceeds from debt financing provided by KKR Credit Advisors (US) LLC.

The information contained in the Introductory Note and in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnIn ~~June~~accordance ~~29, 2017, in connection~~ with the ~~approval~~terms of the Merger Agreement, ~~and~~ the ~~transactions~~directors ~~contemplated~~of ~~thereby,~~Purchaser ~~the~~immediately ~~Board~~prior ~~approved~~to the ~~payment~~Effective ofTime, ~~the following~~Jeffrey ~~transaction~~Kelly ~~bonuses~~and ~~for~~Vivek ~~certain of NCI’s named executive officers~~Jain, ~~contingent upon~~ became the ~~closing~~directors of ~~the~~NCI ~~Merger~~at ~~and~~the ~~such~~Effective ~~executive’s~~Time. ~~continued~~Additionally, ~~employment~~each ~~with~~of ~~NCI~~Paul ~~through~~Dillahay, ~~such~~James ~~closing: $300~~Allen,~~000~~ ~~for~~ Paul ~~A. Dillahay~~Lombardi, ~~NCI’s President~~Cindy ~~and~~Moran, ~~Chief~~Charles ~~Executive Officer~~Narang, ~~$100~~Austin Yerks,~~000~~ ~~for~~and ~~Lucas~~Daniel J.Young ~~Narel,~~ceased ~~NCI’s~~serving ~~Chief~~as ~~Financial~~a ~~Officer~~member ~~and~~of ~~$100,000~~the ~~for~~Board ~~Michele~~of R.Directors ~~Cappello,~~of NCI’s ~~General~~at ~~Counsel~~the ~~and Secretary~~Effective Time.

In addition, effective as of the Effective Time, Paul Dillahay, Lucas Narel and Michele Cappello, the officers of NCI immediately prior to the Effective Time, became the Chief Executive Officer and President, Executive Vice President, Chief Financial Officer and Treasurer, and General Counsel and Corporate Secretary, respectively, of NCI.

Information about Messrs. Kelly and Jain is contained in the Offer to Purchase for Cash, dated July 17, 2017, filed by Parent and Purchaser as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on July 17, 2017, as subsequently amended, which information is incorporated herein by reference.

The disclosure contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

OnIn ~~June 29,~~connection ~~2017,~~with the ~~Board,~~consummation ~~having~~of ~~determined~~the ~~that~~Merger, itat ~~was~~the inEffective ~~the~~Time, ~~best~~NCI’s ~~interests~~certificate of ~~NCI~~incorporation and ~~its~~bylaws ~~stockholders~~were toeach ~~amend~~amended ~~the~~and ~~bylaws~~restated ofin ~~NCI~~their ~~(the~~entirety ~~“Bylaws”),~~as ~~authorized,~~set ~~approved~~forth ~~and~~in ~~adopted~~Exhibits an3.1 ~~amendment~~and to3.2 ~~the~~hereto, ~~Bylaws~~respectively, ~~that~~which ~~became~~are ~~effective~~incorporated onby reference ~~June 29,~~into ~~2017~~this ~~(the~~Item ~~“Bylaw Amendment”)~~5.03.

The Bylaw Amendment provides that, unless NCI consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of NCI, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or stockholder of NCI to NCI or NCI’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or NCI’s Amended and Restated Certificate of Incorporation or the Bylaws (as each may be amended from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (iv) any action asserting a claim related to or involving NCI that is governed by the internal affairs doctrine, or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware).

The foregoing is a summary of the Bylaw Amendment, and such summary is qualified in its entirety by the full text of the Bylaw Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01

Other Events.

On ~~July~~August 314, 2017, ~~NCI and~~ HIG issued a ~~joint~~ press release announcing the ~~execution~~expiration and results of the ~~Merger~~Offer ~~Agreement.~~and Athe ~~copy~~expected consummation of the Merger. On August 15, 2017, NCI and HIG issued a press release isannouncing ~~attached~~the asconsummation ~~Exhibit~~of 99the Merger.1 toCopies ~~this~~of ~~Current~~the ~~Report~~press onreleases ~~Form~~are ~~8-K~~attached hereto as Exhibits 99.1 and is99.2 and incorporated herein by reference.

~~Additional~~Item ~~Information~~9.01 ~~and~~Financial ~~Where~~Statements toand ~~Find It~~ Exhibits.

The Offer described in this Current Report on Form 8-K and the press release attached as Exhibit 99.1 to this Current Report on Form 8-K has not yet commenced. Neither this communication nor the information incorporated herein by reference is an offer to purchase or a solicitation of an offer to sell any Shares or any other securities of NCI. Purchaser intends to file a tender offer statement on Schedule TO (“Schedule TO”) with the SEC, and NCI intends to file a solicitation/recommendation statement on Schedule 14D-9 (“Schedule 14D-9”), each with respect to the planned Offer described in this communication. Any offers to purchase or solicitations of offers to sell will be made only pursuant to such statements. Investors and security holders are urged to read, carefully and in their entirety, both the Schedule TO and the Schedule 14D-9 regarding the Offer, each as may be amended from time to time, and any other documents relating to the Offer that are filed with the

SEC, when they become available because they will contain important information relevant to making any decision regarding tendering Shares. Such materials, when prepared and ready for release, will be made available to NCI’s stockholders at no expense to them. In addition, at such time such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov and may also be obtained by directing a request to NCI’s Investor Relations department at (703) 707-6900.

Participants in Solicitation

NCI and its directors and executive officers may be deemed to be “participants” in any solicitation of NCI’s stockholders in connection with the proposed transactions contemplated by the Merger Agreement. Information regarding NCI’s directors and executive officers is available in NCI’s definitive proxy statement on Schedule 14A for its 2017 Annual Meeting of Stockholders, as filed with the SEC on May 1, 2017. Investors may obtain additional information regarding the interest of such participants by reading the Schedule TO and Schedule 14D-9 when they become available.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements related to NCI, including statements about the proposed acquisition of NCI by Parent or Purchaser, the satisfaction of certain closing conditions with respect to the Offer, obtaining of regulatory approvals necessary to complete the Offer and the Merger, the anticipated timing of the Offer and the Merger, and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of NCI and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and NCI undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from the forward-looking statements contained herein include, but are not limited to potential adverse reactions or changes to business relationships resulting from the announcement of the proposed acquisition of NCI; unexpected costs, charges or expenses resulting from the proposed acquisition of NCI; litigation or adverse judgments relating to the proposed acquisition of NCI; risks relating to the consummation of the proposed acquisition of NCI, including the risk that the closing conditions to the Offer or the proposed Merger will not be satisfied; any difficulties associated with requests or directions from governmental authorities resulting from their reviews of the transaction; the possibility that competing offers will be made; and any changes in general economic and/or industry-specific conditions. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth in NCI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on March 31, 2017, under the heading “Item 1A—Risk Factors” and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by NCI.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number		Description
2.1		Agreement and Plan of Merger, dated as of July 2, 2017, among Cloud Intermediate Holdings, LLC, Cloud Merger Sub, Inc. and NCI, Inc.*
3.1		Second Amended and Restated Certificate of Incorporation of NCI, Inc.
3.1		Amendment No. 1 to Bylaws of NCI, Inc., dated June 29, 2017.
3.2		Amended and Restated Bylaws of NCI, Inc.
10.1		Tender and Support Agreement, dated as of July 2, 2017, among Cloud Intermediate Holdings, LLC, Cloud Merger Sub, Inc. and Charles Narang.
99.1		Press Release issued by HIG, dated August 14, 2017 (incorporated by reference to Exhibit (a)(5)(I) to the Schedule 14D-9/A filed by NCI, Inc. with the SEC on August 14, 2017).
10.2		Limited Guaranty, dated as of July 2, 2017, among H.I.G. Middle Market LBO Fund II, L.P. and NCI, Inc.
99.2		Press Release issued by NCI, Inc. and HIG, dated August 15, 2017.

99.1 Press Release, dated July 3, 2017.

* Certain schedules and exhibits to this agreement have been have been omitted pursuant to Item 601(b)(2) of Regulation S-K. NCI agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

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.

Date: July 5, 2017		NCI, Inc.
Date: August 15, 2017	NCI, Inc.
	By:	~~By:~~/s/ Paul Dillahay	~~/s/ Paul Dillahay~~
	Name:	~~Name:~~Paul Dillahay	~~Paul Dillahay~~
	Title:	~~Title:~~Chief Executive Officer and President	~~President, Chief Executive Officer and PrincipalExecutive Officer~~

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