Wins Financial (NASDAQ:WINS)
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Steven S. Myers, the largest shareholder of SM&A (NASDAQ: WINS)
as well as the Company’s founder and retired
chairman and chief executive officer, today issued the following
statement regarding the nomination of himself and three independent
nominees to the SM&A board of directors to be voted on at SM&A's Annual
Meeting of Shareholders scheduled for May 23, 2008:
“Our slate of director nominees - Ken
Colbaugh, Al Nagy, Redge Bendheim and myself - is grateful for the
outpouring of support that we have been receiving from both major
institutional shareholders and individual shareholders. Our slate, which
owns in the aggregate over 16% of SM&A common shares compared to less
than 2% held in total by the present SM&A board, is committed to
maximizing shareholder value. We are united with all shareholders in our
goal of returning SM&A to its former top-ranked position in the
competition management and program management support services business.”
“The current SM&A board is becoming
increasingly confused, and confusing in its communications, as this
proxy contest moves towards its conclusion. The personal tone of their
rhetoric is an attempt to distract attention from the core issue of this
proxy contest: that the SM&A board has failed to provide effective
governance, which has resulted in a substantial loss of shareholder
value.”
“Our slate is dedicated to presenting
fact-based arguments, and not disseminating half-truths, misleading
innuendoes, and misinformation. The following link will take you to a
presentation we offer in rebuttal to the SM&A board’s
presentation posted last Friday, May 2nd: http://www.sec.gov/Archives/edgar/data/1050031/000110465908029619/
a08-13427_1dfan14a.htm (due to its length, this URL may need to be
copied/pasted into your Internet browser's address field; remove the
extra space if one exists). In summary, the SM&A board’s
presentation: (1) provides no explanation for their role in the
significant loss of shareholder value during the last year; (2) offers
no substantive recovery plan for addressing the key issues that have
caused the very disappointing 2008 forecast, instead providing only
empty rhetoric; (3) attempts to divert shareholder attention by making
ungrounded personal attacks which only serve to undermine the reputation
of the company in front of its customers, employees and competitors; (4)
provides slanted historical analysis replete with misleading
information; and (5) offers unsubstantiated and unrealistic hopes for
the future with a “just trust me”
attitude, while squandering the company’s
sustainable competitive advantage.”
“SM&A’s
sustainable competitive advantage was created over twenty-five years of
hard work and dedication by many talented people, and by the continuous
evolution of our unique processes, the accumulation of our vast winning
experience, and by our adherence to our core values. Unfortunately, and
most disturbingly, as a consequence of the current board's failure to
provide effective oversight, SM&A’s
sustainable competitive advantage is now at serious risk. More than
twenty key, irreplaceable staff have left the company in the last nine
months, because they refuse to work under a leadership that neither
understands nor values their contributions. Some have formed firms that
are now competing with SM&A. This is tragic, completely unnecessary, and
must be corrected as soon as possible.”
“We are soliciting the vote of SM&A
shareholders for our director nominees so that four critical issues can
be resolved properly and quickly. Upon election, our director nominees
will work to promptly: (1) improve financial oversight to ensure
reasonably accurate guidance, better control of SG&A spending and
improved backlog; (2) remedy the negative impact of the PPI acquisition’s
accounting process; (3) improve fiscal strategy to more effectively
deploy available cash through stock buyback and several small strategic
acquisitions; and (4) most importantly, reverse the alarming attrition
of critical talent that has left SM&A since last August.”
“Your vote is important. We urge you to vote
FOR our director nominees by voting the GOLD proxy card.”
"We thank you for your support."
In addition to the presentation referenced above, on April 23rd,
Mr. Myers filed with the Securities and Exchange Commission an investor
presentation setting forth in detail his reasons for seeking the
election of four director nominees, including himself, to the Company’s
Board of Directors at the Company’s next
Annual Meeting, currently set to take place on May 23rd.
This presentation can be accessed at www.sec.gov
or directly through the following link: http://www.sec.gov/Archives/edgar/data/1050031/000110465908026102/
a08-8941_1dfan14a.htm (due to its length, this URL may need to be
copied/pasted into your Internet browser's address field; remove the
extra space if one exists).
Every Vote Counts – Vote the GOLD PROXY CARD
TODAY!
Proxy Material from Steven S. Myers has already been distributed to all
shareholders including a GOLD PROXY CARD. Mr. Myers urges all
shareholders to vote only the GOLD PROXY CARD. If you have any
questions, or need assistance with voting, please contact:
Georgeson Inc.
Toll Free (800) 561-3837
SM&A, based in Newport Beach, Calif., provides competition management
and program support services to major industrial customers in the
Aerospace & Defense, Information Technology, Telecommunications, and
other industries.
THIS PRESS RELEASE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES
NOT PERTAIN TO THE SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION,
SUITABILITY, OR THE PARTICULAR NEEDS OF ANY SPECIFIC PERSON WHO MAY
RECEIVE THIS PRESS RELEASE, AND SHOULD NOT BE TAKEN AS ADVICE ON THE
MERITS OF ANY INVESTMENT DECISION. THE VIEWS EXPRESSED HEREIN REPRESENT
THE OPINIONS OF STEVEN S. MYERS, AND ARE BASED ON PUBLICLY AVAILABLE
INFORMATION WITH RESPECT TO SM&A (THE “ISSUER”).
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
ADDRESSED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT
INVOLVE CERTAIN RISKS AND UNCERTAINTIES. YOU SHOULD BE AWARE THAT ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE CONTAINED IN THE
FORWARD-LOOKING STATEMENTS. MR. MYERS ASSUMES NO OBLIGATION TO UPDATE
THE FORWARD-LOOKING INFORMATION.
MR. MYERS RESERVES THE RIGHT TO CHANGE ANY OF HIS OPINIONS EXPRESSED
HEREIN AT ANY TIME AS HE DEEMS APPROPRIATE. MR. MYERS DISCLAIMS ANY
OBLIGATION TO UPDATE THE INFORMATION CONTAINED HEREIN.
MR. MYERS HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE
ANY STATEMENT OR INFORMATION INDICATED IN THIS PRESS RELEASE OR THE
PRESENTATION REFERRED TO HEREIN AS HAVING BEEN OBTAINED OR DERIVED FROM
STATEMENTS MADE OR PUBLISHED BY THIRD PARTIES. ANY SUCH STATEMENT OR
INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD
PARTY FOR THE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATA OR
INFORMATION, WHETHER DERIVED OR OBTAINED FROM FILINGS MADE WITH THE SEC
OR FROM ANY THIRD PARTY, IS ACCURATE.
EACH OF MR. MYERS, KENNETH W. COLBAUGH, ALBERT S. NAGY AND REDGE E.
BENDHEIM (COLLECTIVELY, THE “PARTICIPANTS”)
IS DEEMED A PARTICIPANT IN THE SOLICITATION OF PROXIES DESCRIBED IN THIS
PRESS RELEASE. INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT
OR INDIRECT INTERESTS, BY SECURITY OWNERSHIP OR OTHERWISE, IS AVAILABLE
IN THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY MR. MYERS
WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 2008.
ALL STOCKHOLDERS OF THE ISSUER ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
MR. MYERS FOR USE AT THE 2008 ANNUAL MEETING OF STOCKHOLDERS OF THE
ISSUER BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION. THE
DEFINITIVE PROXY STATEMENT AND FORM OF PROXY HAVE BEEN MAILED TO
STOCKHOLDERS OF THE ISSUER. STOCKHOLDERS OF THE ISSUER MAY OBTAIN COPIES
OF THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS AT NO
CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, MR. MYERS WILL PROVIDE COPIES OF THE DEFINITIVE PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST.