NCIT / NCI, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

NCI, Inc.
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HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 529900QCDGPLPB62KH67
CIK 1334478
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NCI, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 25, 2017 15-12G

NCI 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as specified in its charter) 1

August 15, 2017 S-8 POS

NCI S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 15, 2017. Registration Statement No. 333-129168 Registration Statement No. 333-165225 Registration Statement No. 333-193983 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129168 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRAT

August 15, 2017 S-8 POS

NCI S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 15, 2017. Registration Statement No. 333-129168 Registration Statement No. 333-165225 Registration Statement No. 333-193983 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129168 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRAT

August 15, 2017 S-8 POS

NCI S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 15, 2017. Registration Statement No. 333-129168 Registration Statement No. 333-165225 Registration Statement No. 333-193983 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129168 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRAT

August 15, 2017 EX-3.2

BY-LAWS NCI, INC. A Delaware corporation (Adopted as of August 15, 2017) ARTICLE I

EX-3.2 Exhibit 3.2 BY-LAWS OF NCI, INC. A Delaware corporation (Adopted as of August 15, 2017) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the corporation?s registered agent at such address shall be The Corporation Trust Co

August 15, 2017 8-K

NCI FORM 8-K (Current Report/Significant Event)

Form 8-K 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 Date of Report (Date of earliest event reported): August 12, 2017 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission File

August 15, 2017 EX-99.2

AFFILIATES OF H.I.G. CAPITAL SUCCESSFULLY COMPLETE ACQUISITION OF NCI, INC.

EX-99.2 Exhibit 99.2 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release IR Contact Lawrence Delaney, Jr. Investor Relations Advisor 714-734-5142 or Media Contact Joelle Shreves Vice President, Marketing & Corporate Communications 703-707-6904 AFFILIATES OF H.I.G. CAPITAL SUCCESSFULLY COMPLETE ACQUISITION OF NCI, INC. RESTON, VA and MIAMI, FL, August 15, 2017?NCI, Inc. (?NCI?), a le

August 15, 2017 EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NCI, INC. ARTICLE ONE

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NCI, INC. ARTICLE ONE The name of the corporation is NCI, Inc. (the ?Corporation?). ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent for service of process at such addres

August 14, 2017 EX-99.(A)(5)(I)

Affiliates of H.I.G. Capital Successfully Complete Tender Offer to Acquire NCI, Inc.

Exhibit (a)(5)(I) Exhibit (a)(5)(I) Press Release Affiliates of H.I.G. Capital Successfully Complete Tender Offer to Acquire NCI, Inc. RESTON, VA, and MIAMI, FL, August 14, 2017 ? H.I.G. Capital, LLC (?H.I.G.?), a leading global private investment firm, today announced the successful completion of the previously announced $20.00 per share cash tender offer for all of the outstanding shares of comm

August 14, 2017 SC 14D9/A

NCI SC 14D9/A NO. 5

SC 14D9/A No. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9/A (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 NCI, INC. (Name of Subject Company) NCI, INC. (Name of Person(s) Filing Statement) Class A Common Stock, $0.019 par value per share Class B Common Stock, $0.019 par value per share (Title or

August 14, 2017 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) NCI, Inc. (Name of Subject Company (Issuer)) Cloud

SC TO-T/A 1 d442088dsctota.htm SC TO-T/A (AMENDMENT NO.4) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) NCI, Inc. (Name of Subject Company (Issuer)) Cloud Merger Sub, Inc. (Name of Filing Person—Offeror) Cloud Intermediate Holdings, LLC (Name of F

August 4, 2017 EX-3.2

NCI, INC. (a Delaware corporation) TABLE OF CONTENTS ARTICLE 1: OFFICE AND RECORDS 1 Section 1.1 Delaware Office 1 Section 1.2 Other Offices 1 Section 1.3 Books and Records 1 ARTICLE 2: STOCKHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special

EX-3.2 EXHIBIT 3.2 NCI, INC. (a Delaware corporation) BYLAWS TABLE OF CONTENTS ARTICLE 1: OFFICE AND RECORDS 1 Section 1.1 Delaware Office 1 Section 1.2 Other Offices 1 Section 1.3 Books and Records 1 ARTICLE 2: STOCKHOLDERS 1 Section 2.1 Annual Meeting 1 Section 2.2 Special Meeting 1 Section 2.3 Place of Meeting 1 Section 2.4 Notice of Meeting 1 Section 2.5 Quorum and Adjournment 1 Section 2.6 Pr

August 4, 2017 10-Q

NCIT / NCI, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 2, 2017 SC 14D9/A

NCI SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9/A (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 NCI, INC. (Name of Subject Company) NCI, INC. (Name of Person(s) Filing Statement) Class A Common Stock, $0.019 par value per share Class B Common Stock, $0.019 par value per share (Title or Class of Securit

July 31, 2017 SC 14D9/A

NCI SC 14D9/A (AMENDMENT NO. 3)

SC 14D9/A (Amendment No. 3) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9/A (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 NCI, INC. (Name of Subject Company) NCI, INC. (Name of Person(s) Filing Statement) Class A Common Stock, Class B Common Stock, $0.019 par value per share $0.019 par value per shar

July 31, 2017 EX-99.(A)(5)(H)

NCI, INC. ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR HIG CAPITAL, LLC’S ACQUISITION OF NCI, INC.

EX-(a)(5)(H) Exhibit (a)(5)(H) 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release IR Contact Lawrence Delaney, Jr.

July 31, 2017 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) NCI, Inc. (Name of Subject Company (Issuer)) Cloud

SC TO-T/A 1 d432195dsctota.htm SC TO-T/A (AMENDMENT NO.3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) NCI, Inc. (Name of Subject Company (Issuer)) Cloud Merger Sub, Inc. (Name of Filing Person—Offeror) Cloud Intermediate Holdings, LLC (Name of F

July 27, 2017 SC 14D9/A

NCI SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9/A (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 NCI, INC. (Name of Subject Company) NCI, INC. (Name of Person(s) Filing Statement) Class A Common Stock, $0.019 par value per share Class B Common Stock, $0.019 par value per share (Title or Class

July 27, 2017 EX-99.(A)(5)(F)

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION COLLEEN WITMER, On Behalf of Herself and ) All Others Similarly Situated, ) ) Plaintiff, ) ) Case No. v. ) ) CLASS ACTION NCI, INC., CHARLES K. NARANG, PAUL

EX-(a)(5)(F) Exhibit (a)(5)(F) IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION COLLEEN WITMER, On Behalf of Herself and ) All Others Similarly Situated, ) ) Plaintiff, ) ) Case No.

July 27, 2017 EX-99.(A)(5)(G)

UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA DEBORAH A. NICHOLS, on behalf of Case No.: herself and all others similarly situated, CLASS ACTION COMPLAINT Plaintiff, DEMAND FOR JURY TRIAL vs. NCI, INC., CHARLES K. NARANG, PAUL A.

EX-(a)(5)(G) Exhibit (a)(5)(G) UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA DEBORAH A.

July 27, 2017 EX-99.A.5.B

Case 1:17-cv-00838-LO-JFA Document 1 Filed 07/21/17 Page 1 of 15 PageID# 1 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION COLLEEN WITMER, On Behalf of Herself and ) All Others Similarly Situated, ) ) Plai

(a)(5)(b) Case 1:17-cv-00838-LO-JFA Document 1 Filed 07/21/17 Page 1 of 15 PageID# 1 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION COLLEEN WITMER, On Behalf of Herself and ) All Others Similarly Situated, ) ) Plaintiff, ) ) Case No.

July 27, 2017 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) NCI, Inc. (Name of Subject Company (Issuer)) Cloud

SC TO-T/A 1 d420104dsctota.htm SC TO-T/A (AMENDMENT NO.2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) NCI, Inc. (Name of Subject Company (Issuer)) Cloud Merger Sub, Inc. (Name of Filing Person—Offeror) Cloud Intermediate Holdings, LLC (Name of F

July 27, 2017 EX-99.A.5.C

Case 1:17-cv-00839-LO-MSN Document 1 Filed 07/25/17 Page 1 of 25 PageID# 1 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA DEBORAH A. NICHOLS, on behalf of Case No.: herself and all others similarly situated, CLASS ACTION COMPLAINT

(a)(5)(c) Case 1:17-cv-00839-LO-MSN Document 1 Filed 07/25/17 Page 1 of 25 PageID# 1 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA DEBORAH A.

July 21, 2017 EX-99.(A)(5)(E)

UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ELLIOTT SCHWARTZ, Individually and ) on Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No. v. ) ) NCI INC., CHARLES K. NARANG, ) JURY TRIAL DEMANDED

EX-(a)(5)(E) Exhibit (a)(5)(E) UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ELLIOTT SCHWARTZ, Individually and ) on Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No.

July 21, 2017 SC 14D9/A

NCI SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9/A (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 NCI, INC. (Name of Subject Company) NCI, INC. (Name of Person(s) Filing Statement) Class A Common Stock, $0.019 par value per share Class B Common Stock, $0.019 par value per share (Title or Class

July 21, 2017 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) NCI, Inc. (Name of Subject Company (Issuer)) Cloud

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) NCI, Inc. (Name of Subject Company (Issuer)) Cloud Merger Sub, Inc. (Name of Filing Person—Offeror) Cloud Intermediate Holdings, LLC (Name of Filing Person—Offeror) Cloud Investment Holdings, LLC H.I.G

July 21, 2017 EX-99.A.5.A

Case 1:17-cv-00816-LO-TCB Document 1 Filed 07/19/17 Page 1 of 24 PageID# 1 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ELLIOTT SCHWARTZ, Individually and ) on Behalf of All Others Similarly Situated, ) ) Plai

Exhibit (a)(5)(A) Case 1:17-cv-00816-LO-TCB Document 1 Filed 07/19/17 Page 1 of 24 PageID# 1 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ELLIOTT SCHWARTZ, Individually and ) on Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No.

July 17, 2017 EX-99.A.2

NCI, Inc. 11730 Plaza America Drive Reston, Virginia 20190-4764

EX-99.(a)(2) Exhibit 99.(a)(2) NCI, Inc. 11730 Plaza America Drive Reston, Virginia 20190-4764 July 17, 2017 Dear Stockholder: On behalf of the Board of Directors of NCI, Inc. (the ?Company?), I am pleased to inform you that on July 2, 2017, the Company entered into a definitive Agreement and Plan of Merger (the ?Merger Agreement?) with Cloud Intermediate Holdings, LLC, a Delaware limited liabilit

July 17, 2017 EX-99.E.14

11730 Plaza America Drive • Reston, VA 20190 Voice: 703.707.6900 | 888.409.5457 • Fax: 703.707.6901

EX-99.(e)(14) Exhibit 99.(e)(14) November 16, 2016 Lucas J. Narel Dear Lucas: NCI Information Systems, Inc. (the ?Company?) believes your contributions in your role as the Chief Finalcial Officer (CFO) are valuable to the Company. Therefore, on behalf of the Company, I am pleased to offer you this retention agreement (the ?Agreement?), which will provide financial incentives for you to remain empl

July 17, 2017 SC 14D9

NCI SC 14D9

SC 14D9 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 NCI, INC. (Name of Subject Company) NCI, INC. (Name of Persons Filing Statement) Class A Common Stock, par value $0.019 per share Class B Common Stock, par value $0.019 per share (Title

July 17, 2017 EX-99.E.2

CONFIDENTIALITY AGREEMENT

EX-99.(e)(2) Exhibit 99.(e)(2) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (the ?Agreement?) is made and entered into as of April [?], 2017 (the ?Effective Date?), by and between NCI, Inc., a Delaware corporation (the ?Company?), and H.I.G. Middle Market, LLC, a Delaware limited liability company (the ?Recipient?). 1. Purpose. The Company and the Recipient wish to explore a potential

July 17, 2017 EX-99.E.3

H.I.G. MIDDLE MARKET, LLC

EX-99.(e)(3) Exhibit 99.(e)(3) H.I.G. MIDDLE MARKET, LLC May 27, 2017 NCI, Inc. 11730 Plaza America Drive Reston, Virginia 20190 Attention: Board of Directors Re: Exclusivity Agreement Ladies and Gentlemen: NCI, Inc. (together with its subsidiaries, the ?Company?) acknowledges that H.I.G. Middle Market, LLC and its affiliates (?H.I.G.?) will invest substantial time and resources and incur substant

July 17, 2017 EX-99.A.1.D

Offer To Purchase For Cash All Outstanding Shares of Common Stock NCI, INC. $20.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 17, 2017 CLOUD MERGER SUB, INC., a wholly-owned subsidiary of CLOUD INTERMEDIATE HOLDINGS, LLC an affiliate

Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of NCI, INC.

July 17, 2017 EX-99.A.1.E

Offer To Purchase For Cash All Outstanding Shares of Common Stock NCI, INC. $20.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 17, 2017 CLOUD MERGER SUB, INC., a wholly-owned subsidiary of CLOUD INTERMEDIATE HOLDINGS, LLC an affiliate

Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of NCI, INC.

July 17, 2017 EX-99.B.1

KKR CREDIT ADVISORS (US) LLC 555 California Street, 50th Floor San Francisco, CA 94104

EX-99.B.1 8 d425147dex99b1.htm EXHIBIT (B)(1) Exhibit (b)(1) Execution Version KKR CREDIT ADVISORS (US) LLC 555 California Street, 50th Floor San Francisco, CA 94104 CONFIDENTIAL July 2, 2017 Cloud Merger Sub, Inc. c/o H.I.G. Capital 600 Fifth Avenue 22nd Floor New York, NY 10020 Attention: Jeffrey Kelly Re: NCI, Inc. Project Cloud Commitment Letter Jeffrey: You have advised KKR Credit Advisors (U

July 17, 2017 EX-99.A.1.F

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated July 17, 2017, and the related Letter o

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

July 17, 2017 SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NCI, Inc. (Name of Subject Company (Issuer)) Cloud Merger Sub, Inc. (

SC TO-T 1 d425147dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NCI, Inc. (Name of Subject Company (Issuer)) Cloud Merger Sub, Inc. (Name of Filing Person—Offeror) Cloud Intermediate Holdings, LLC (Name of Filing Person—Offeror) Cloud Investment H

July 17, 2017 EX-99.D.4

H.I.G. Middle Market LBO Fund II, L.P. c/o H.I.G. Middle Market, LLC 600 Fifth Avenue, 24th Floor New York, New York 10020 July 2, 2017

Exhibit (d)(4) Execution Version H.I.G. Middle Market LBO Fund II, L.P. c/o H.I.G. Middle Market, LLC 600 Fifth Avenue, 24th Floor New York, New York 10020 July 2, 2017 Cloud Intermediate Holdings, LLC c/o H.I.G. Middle Market, LLC 600 Fifth Avenue, 24th Floor New York, New York 10020 Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof, by and among Cloud

July 17, 2017 EX-99.A.1.A

Offer to Purchase for Cash All Outstanding Shares of Common Stock NCI, INC. $20.00 Net Per Share Cloud Merger Sub, Inc., a wholly-owned subsidiary of Cloud Intermediate Holdings, LLC, an affiliate of H.I.G. MIDDLE MARKET LBO FUND II, L.P. THE OFFER A

EX-99.A.1.A 2 d425147dex99a1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of NCI, INC. at $20.00 Net Per Share by Cloud Merger Sub, Inc., a wholly-owned subsidiary of Cloud Intermediate Holdings, LLC, an affiliate of H.I.G. MIDDLE MARKET LBO FUND II, L.P. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT TH

July 17, 2017 EX-99.A.1.C

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock NCI, INC. $20.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 17, 2017 CLOUD MERGER SUB, INC., a wholly-owned subsidiary of CLOUD INTERMEDIATE HOLDINGS, LLC an affiliate

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of NCI, INC.

July 17, 2017 EX-99.A.1.B

LETTER OF TRANSMITTAL To Tender Shares of Common Stock NCI, INC. $20.00 Net Per Share Cloud Merger Sub, Inc., a wholly-owned subsidiary of Cloud Intermediate Holdings, LLC, an affiliate of H.I.G. Middle Market LBO Fund II, L.P. THE OFFER AND WITHDRAW

EX-99.A.1.B 3 d425147dex99a1b.htm EXHIBIT (A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of NCI, INC. at $20.00 Net Per Share by Cloud Merger Sub, Inc., a wholly-owned subsidiary of Cloud Intermediate Holdings, LLC, an affiliate of H.I.G. Middle Market LBO Fund II, L.P. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE END OF TH

July 5, 2017 EX-99.1

NCI TO BE ACQUIRED BY H.I.G. CAPITAL, LLC

EX-99.1 6 d412204dex991.htm EX-99.1 Exhibit 99.1 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release IR Contact Lawrence Delaney, Jr. Investor Relations Advisor 714-734-5142 or Media Contact Joelle Shreves Vice President, Marketing & Corporate Communications 703-707-6904 NCI TO BE ACQUIRED BY H.I.G. CAPITAL, LLC RESTON, VA, July 3, 2017 – NCI, Inc. (NASDAQ: NCIT) (“NCI” or the “Comp

July 5, 2017 EX-10.1

TENDER AND SUPPORT AGREEMENT

EX-10.1 EXHIBIT 10.1 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of July 2, 2017 by and between Cloud Intermediate Holdings LLC, a Delaware limited liability company (?Parent?), Cloud Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (?Purchaser?), and the undersigned stockholder (the ?Stockholder?) of

July 5, 2017 EX-3.1

AMENDMENT NO. 1 NCI, INC.

EX-3.1 EXHIBIT 3.1 AMENDMENT NO. 1 TO BYLAWS OF NCI, INC. Article 7 of the Bylaws of NCI, Inc. is hereby amended by adding the following new Section 7.11: Section 7.11 FORUM FOR ADJUDICATION OF DISPUTES. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (a) any derivative action or proceedin

July 5, 2017 EX-10.2

Limited Guaranty

EX-10.2 EXHIBIT 10.2 Limited Guaranty This Limited Guaranty, dated as of July 2, 2017 (this ?Guaranty?), is made by H.I.G. Middle Market LBO Fund II, L.P., a Delaware limited partnership (the ?Guarantor?), in favor of NCI, Inc., a Delaware corporation (the ?Guaranteed Party?). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below

July 5, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 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 Date of Report (Date of earliest event reported): June 29, 2017 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

July 5, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER Cloud Intermediate Holdings, LLC, a Delaware limited liability company, Cloud Merger Sub, Inc., a Delaware corporation, and NCI, INC., a Delaware corporation Dated as of July 2, 2017

EX-2.1 2 d412204dex21.htm EX-2.1 Table of Contents EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER among: Cloud Intermediate Holdings, LLC, a Delaware limited liability company, Cloud Merger Sub, Inc., a Delaware corporation, and NCI, INC., a Delaware corporation Dated as of July 2, 2017 Table of Contents TABLE OF CONTENTS Page ARTICLE 1 THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 5 ARTICLE 2 THE MER

July 3, 2017 EX-99.1

NCI TO BE ACQUIRED BY H.I.G. CAPITAL, LLC

EX-99.1 2 d401315dex991.htm EXHIBIT 99.1 Exhibit 99.1 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release IR Contact Lawrence Delaney, Jr. Investor Relations Advisor 714-734-5142 or Media Contact Joelle Shreves Vice President, Marketing & Corporate Communications 703-707-6904 NCI TO BE ACQUIRED BY H.I.G. CAPITAL, LLC RESTON, VA, July 3, 2017 – NCI, Inc. (NASDAQ: NCIT) (“NCI” or the

July 3, 2017 EX-99.2

All NCI Employees

Exhibit 99.2 Exhibit 99.2 To: All NCI Employees From: Paul A. Dillahay, President and CEO Date: July 3, 2017 Subject: NCI to be Acquired by H.I.G. Capital As announced in this morning?s press release, NCI has signed a definitive agreement to be acquired by H.I.G. Capital, a leading global private equity investment firm. H.I.G. specializes in providing capital to small and medium-sized companies wi

July 3, 2017 SC14D9C

NCI SCHEDULE 14D-9 C

Schedule 14D-9 C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 NCI, INC. (Name of Subject Company) NCI, INC. (Name of Persons Filing Statement) Class A Common Stock, $0.019 par value Class B Common Stock, $0.019 par value (Title of Class of Securities) (Titl

July 3, 2017 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NCI, Inc. (Name of Subject Company (Issuer)) Cloud Merger Sub, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NCI, Inc. (Name of Subject Company (Issuer)) Cloud Merger Sub, Inc. (Name of Filing Person—Offeror) Cloud Intermediate Holdings, LLC (Name of Filing Person—Offeror) Cloud Investment Holdings, LLC H.I.G. Middle Market LB

July 3, 2017 EX-99.1

NCI TO BE ACQUIRED BY H.I.G. CAPITAL, LLC

Exhibit 99.1 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release IR Contact Lawrence Delaney, Jr. Investor Relations Advisor 714-734-5142 or Media Contact Joelle Shreves Vice President, Marketing & Corporate Communications 703-707-6904 NCI TO BE ACQUIRED BY H.I.G. CAPITAL, LLC RESTON, VA, July 3, 2017 – NCI, Inc. (NASDAQ: NCIT) (“NCI” or the “Company”), a leading provider of informa

June 19, 2017 8-K

Submission of Matters to a Vote of Security Holders

8-K 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 Date of Report (Date of earliest event reported): June 15, 2017 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

June 6, 2017 SC 13G/A

NCIT / NCI, Inc. / HEARTLAND ADVISORS INC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NCI, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 62886K104 (CUSIP Number) May 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

May 25, 2017 EX-10.1

FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of May 22, 2017, is made by and among NCI, INC., a Delaware corporation (the ?Company?), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (?NCI Virginia?), and ADVANCEMED CORPORATION, a Virginia c

May 25, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K 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 Date of Report (Date of earliest event reported): May 22, 2017 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission File Nu

May 10, 2017 10-Q

NCI 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 10, 2017 EX-99.1

NCI Reports First Quarter 2017 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Vice President, Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports First Quarter 2017 Financial and Operating Results • First-quarter revenue of $79 million, near the high end of guidance; • Adjusted EPS

May 10, 2017 EX-99.2

2

EX-99.2 3 d395878dex992.htm EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT NCIT - Q1 2017 NCI Inc Earnings Call EVENT DATE/TIME: MAY 09, 2017 / 9:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2017 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited wi

May 10, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 Date of Report (Date of earliest event reported): May 9, 2017 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission File Num

May 1, 2017 DEF 14A

NCI DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 21, 2017 10-Q/A

NCI FORM 10-Q/A (Quarterly Report)

10-Q/A 1 d358568d10qa.htm FORM 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission

April 21, 2017 10-Q/A

NCI 10-Q/A (Quarterly Report)

10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 21, 2017 10-Q/A

NCI FORM 10-Q/A (Quarterly Report)

Form 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 5, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 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 Date of Report (Date of earliest event reported): March 31, 2017 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission File Numbe

April 5, 2017 EX-99.1

NCI Announces Filing of 2016 Form 10-K and Completion of Internal Investigation Company Reports Selected Fourth Quarter and 2016 Financial Results Company to hold conference call on April 5, 2017, at 5 p.m. EDT to further discuss 2016 financial resul

EX-99.1 2 d372047dex991.htm EX-99.1 Exhibit 99.1 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Advisor Vice President, Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Announces Filing of 2016 Form 10-K and Completion of Internal Investigation Company Reports Selected F

April 5, 2017 EX-99.2

NCI Reports Fourth-Quarter and Fiscal-Year 2016 Financial and Operating Results

EX-99.2 Exhibit 99.2 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Advisor Vice President, Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports Fourth-Quarter and Fiscal-Year 2016 Financial and Operating Results ? 2016 revenue of $322.4 million and adjusted EPS of $

March 31, 2017 EX-10.7

SEPARATION AND TRANSITION AGREEMENT

EX-10.7 3 d328524dex107.htm EX-10.7 Exhibit 10.7 SEPARATION AND TRANSITION AGREEMENT THIS SEPARATION AND TRANSITION AGREEMENT (this “Agreement”), dated as of October 30, 2016, by and between NCI, Inc. (the “Company”), on behalf of itself and its subsidiaries and affiliates (collectively, the “Company Group”), and Brian J. Clark (“Executive”). WHEREAS, Executive is employed by the Company as its Pr

March 31, 2017 10-K

NCI FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

March 31, 2017 EX-10.6

NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT

EX-10.6 Exhibit 10.6 NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT THIS EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this ?Agreement?) is effective as of this 1st day of November, 2016 by and between Paul A. Dillahay (?you?) and NCI, Inc. (the ?Company?). RECITALS The Board of Directors of the Company (the ?Board?) believes it is in the best interests of the Company to prov

March 31, 2017 EX-10.12

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.12 Exhibit 10.12 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of January 31, 2017, is made by and among NCI, INC., a Delaware corporation (the ?Company?), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (?NCI Virginia?), and ADVANCEMED CORPORATION, a Vi

March 31, 2017 EX-10.8

SEPARATION AGREEMENT

EX-10.8 Exhibit 10.8 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this ?Agreement?), dated as of November 29, 2016, by and between NCI, Inc. (the ?Company?), on behalf of itself and its subsidiaries and affiliates (collectively, the ?Company Group?), and Marco de Vito (?Executive?). WHEREAS, Executive is employed by the Company as its Chief Operating Officer; WHEREAS, Executive desires to retir

March 31, 2017 EX-21.1

List of Significant Subsidiaries

EX-21.1 Exhibit 21.1 List of Significant Subsidiaries AdvanceMed Corporation, Virginia NCI Information Systems, Inc., Virginia

March 24, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

Form 8-K 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 Date of Report (Date of earliest event reported): March 21, 2017 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission File

March 24, 2017 EX-99.1

NCI RECEIVES NASDAQ NOTIFICATION REGARDING LATE FORM 10-K FILING

Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release IR Contact Lawrence Delaney, Jr. Investor Relations Advisor 714-734-5142 or Media Contact Joelle Shreves Vice President of Marketing & Corporate Communications 703-707-6904 NCI RECEIVES NASDAQ NOTIFICATION REGARDING LATE FORM 10-K FILING RESTON, Va., March 24, 2017 – NCI, Inc. (NASDAQ: NCIT) (“NCI” or the “Company”), a leadi

March 16, 2017 NT 10-K

NCI NT 10-K

NT 10-K SEC FILE NUMBER 000-51579 CUSIP NUMBER 62886K104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 13, 2017 8-K

Other Events

Form 8-K 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 Date of Report (Date of earliest event reported): February 13, 2017 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission Fi

February 3, 2017 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K 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 Date of Report (Date of earliest event reported): January 31, 2017 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission Fil

February 2, 2017 SC 13G/A

NCIT / NCI, Inc. / HEARTLAND ADVISORS INC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 heartlandnci13g.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NCI, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 62886K104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate

January 24, 2017 EX-99.1

NCI ANNOUNCES INTERNAL INVESTIGATION

EX-99.1 Exhibit 99.1 NCI ANNOUNCES INTERNAL INVESTIGATION RESTON, Va.?January 23, 2017?NCI, Inc. (NASDAQ: NCIT) (?NCI? or the ?Company?), a leading provider of information technology and professional services and solutions to U.S. Federal Government agencies, announced today that, based upon preliminary findings, it has discovered that its controller, acting alone, embezzled money from the Company

January 24, 2017 8-K

NCI FORM 8-K (Current Report/Significant Event)

Form 8-K 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 Date of Report (Date of earliest event reported): January 22, 2017 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission Fil

December 2, 2016 8-K

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

8-K 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 Date of Report (Date of earliest event reported): November 29, 2016 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission File Nu

November 5, 2016 10-Q

NCI FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 4, 2016 EX-99.1

NCI Announces CEO Transition Paul A. Dillahay to succeed Brian J. Clark as president and CEO

EX-99.1 Exhibit 99.1 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release Investor Contact Lawrence Delaney, Jr. Investor Relations Advisor (310) 261-1486 Media Contact Joelle Shreves Vice President, Marketing & Corporate Communications (703) 707-6904 NCI Announces CEO Transition Paul A. Dillahay to succeed Brian J. Clark as president and CEO RESTON, VA, October 31, 2016 ? NCI, Inc.

November 4, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K 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 Date of Report (Date of earliest event reported): October 31, 2016 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commission Fil

October 26, 2016 EX-99.1

NCI Reports Third-Quarter 2016 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Advisor Vice President, Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports Third-Quarter 2016 Financial and Operating Results ? Third-quarter revenue of $80 million, EPS of $0.24; ? Strong bookings

October 26, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 Date of report (Date of earliest event reported): October 26, 2016 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission fil

July 30, 2016 10-Q

NCI FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 27, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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 Date of report (Date of earliest event reported): July 27, 2016 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

July 27, 2016 EX-99.1

NCI Reports Second Quarter 2016 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Vice President, Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports Second Quarter 2016 Financial and Operating Results ? Second-quarter revenue of $82 million, EPS of $0.23; ? Solid bookings of $88

June 7, 2016 8-K

Submission of Matters to a Vote of Security Holders

8-K 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 Date of report (Date of earliest event reported): June 1, 2016 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)

April 29, 2016 10-Q

NCI FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

April 27, 2016 EX-99.1

NCI Reports First Quarter 2016 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Vice President, Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports First Quarter 2016 Financial and Operating Results ? First-quarter revenue of $84 million exceeds midpoint of guidance; ? EPS of $0.24 e

April 27, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 Date of report (Date of earliest event reported): April 27, 2016 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file

April 25, 2016 DEF 14A

NCI DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 26, 2016 10-K

NCI 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

February 26, 2016 EX-21.1

List of Significant Subsidiaries

EX-21.1 Exhibit 21.1 List of Significant Subsidiaries AdvanceMed Corporation, Virginia Computech, Inc., Maryland Karta Technologies, Inc., Texas NCI Information Systems, Inc., Virginia

February 10, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 d203326d8k.htm FORM 8-K 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 Date of report (Date of earliest event reported): February 10, 2016 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorpor

February 10, 2016 EX-99.1

NCI Reports Fourth Quarter and Fiscal Year 2015 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America Drive, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Vice President, Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports Fourth Quarter and Fiscal Year 2015 Financial and Operating Results ? Fourth quarter and fiscal year revenue and EPS exceed high e

February 5, 2016 SC 13G

NCIT / NCI, Inc. / HEARTLAND ADVISORS INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NCI, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 62886K104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

November 2, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d34666d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NC

October 28, 2015 8-K

NCI 8-K (Current Report/Significant Event)

8-K 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 Date of report (Date of earliest event reported): October 28, 2015 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file num

October 28, 2015 EX-99.1

NCI Reports Third-Quarter 2015 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America Drive Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Counsel Director of Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports Third-Quarter 2015 Financial and Operating Results • Third-quarter revenue of $82 million, up 9% over prior year; • EPS of $0.23 exceeds

August 3, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

July 30, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d68904d8k.htm 8-K 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 Date of report (Date of earliest event reported): July 29, 2015 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (co

July 30, 2015 EX-99.1

NCI Announces Executive Management Changes Effective October 1, 2015

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Counsel Director of Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Announces Executive Management Changes Effective October 1, 2015 ? Chairman & CEO Charles K. Narang stepping down as CEO, to remain chairman

July 29, 2015 EX-99.1

NCI Reports Second Quarter 2015 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Counsel Director of Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports Second Quarter 2015 Financial and Operating Results • Second quarter revenue of $86 million at upper end of guidance range; • EPS of

July 29, 2015 8-K

NCI 8-K (Current Report/Significant Event)

8-K 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 Date of report (Date of earliest event reported): July 29, 2015 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

July 13, 2015 8-K

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

FORM 8-K 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 Date of report (Date of earliest event reported): July 7, 2015 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file nu

June 5, 2015 8-K

NCI FORM 8-K (Current Report/Significant Event)

FORM 8-K 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 Date of report (Date of earliest event reported): June 3, 2015 NCI, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file nu

May 4, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

April 29, 2015 EX-99.1

NCI Reports First Quarter 2015 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Counsel Director of Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports First Quarter 2015 Financial and Operating Results ? First quarter revenue of $81 million at upper end of guidance range; ? EPS of $

April 29, 2015 8-K

NCI FORM 8-K (Current Report/Significant Event)

Form 8-K 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 Date of report (Date of earliest event reported): April 29, 2015 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file

April 29, 2015 DEF 14A

NCI DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 19, 2015 EX-99.3

NCI, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.3 NCI, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements On January 1, 2015, NCI, Inc. (“the Company”) purchased Computech, Inc. (“Computech”) for approximately $56.0 million, net of cash acquired and net working capital adjustments. The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2014 and the unaudited pro forma condensed con

March 19, 2015 EX-99.2

Contents A Independent Auditors’ Reports F-1 B Financial Statements Balance Sheets F-3 Statements Of Income F-4 Statements of Stockholders’ Equity F-5 Statements Of Cash Flows F-6 C Notes To Financial Statements F-7

EX-99.2 Table of Contents Exhibit 99.2 Computech, Inc. Financial Statements December 31, 2014 and 2013 Table of Contents Contents A Independent Auditors? Reports F-1 B Financial Statements Balance Sheets F-3 Statements Of Income F-4 Statements of Stockholders? Equity F-5 Statements Of Cash Flows F-6 C Notes To Financial Statements F-7 Table of Contents Independent Auditors? Report To the Board of

March 19, 2015 8-K/A

NCI FORM 8-K/A (Current Report/Significant Event)

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1 to Form 8-K filed January 7, 2015) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 1, 2015 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State

February 17, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

February 17, 2015 EX-21.1

List of Significant Subsidiaries

Exhibit 21.1 List of Significant Subsidiaries AdvanceMed Corporation, Virginia Karta Technologies, Inc., Texas NCI Information Systems, Inc., Virginia

February 11, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

Form 8-K 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 Date of report (Date of earliest event reported): February 11, 2015 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission fi

February 11, 2015 EX-99.1

NCI Reports Fourth Quarter and Fiscal Year 2014 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Counsel Director of Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports Fourth Quarter and Fiscal Year 2014 Financial and Operating Results • Fourth quarter revenue of $74 million above midpoint of guidan

January 7, 2015 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K 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 Date of report (Date of earliest event reported): January 1, 2015 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file

December 29, 2014 EX-99.1

NCI TO ACQUIRE COMPUTECH Maryland-based company to be acquired provides agile software expertise to U.S. Federal Civilian customers

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release IR Contact Lawrence Delaney, Jr. Investor Relations Counsel 714-734-5142 or Media Contact Joelle Shreves Director of Marketing & Corporate Communications 703-707-6904 NCI TO ACQUIRE COMPUTECH Maryland-based company to be acquired provides agile software expertise to U.S. Federal Civilian customers RESTON, VA, Decembe

December 29, 2014 EX-2.1

STOCK PURCHASE AGREEMENT by and among NCI INFORMATION SYSTEMS, INC., THE SELLERS NAMED HEREIN, THE PHANTOM STOCK HOLDERS NAMED HEREIN, COMPUTECH, INC. December 24, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION 1 1.1 Definitio

EX-2.1 Exhibit 2.1 STOCK PURCHASE AGREEMENT by and among NCI INFORMATION SYSTEMS, INC., THE SELLERS NAMED HEREIN, THE PHANTOM STOCK HOLDERS NAMED HEREIN, and COMPUTECH, INC. December 24, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Certain Interpretive Matters 11 ARTICLE 2 SALE AND PURCHASE OF THE SHARES 12 2.1 Sale and Purchase of the Shares 12 2.

December 29, 2014 EX-10.1

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 2014, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), KARTA TECHNOLOGIES, INC., a Texas c

December 29, 2014 8-K

Entry into a Material Definitive Agreement

8-K 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 Date of report (Date of earliest event reported): December 22, 2014 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file nu

October 30, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registran

October 29, 2014 EX-99.1

10/28/2014 6:30 PM

EX-99.1 Exhibit 99.1 10/28/2014 6:30 PM 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Counsel Director of Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports Third Quarter 2014 Financial and Operating Results • Revenue of $76 million at high end of guidance • EPS of $0.1

October 29, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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 Date of report (Date of earliest event reported): October 29, 2014 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file num

July 31, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

July 30, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 Date of report (Date of earliest event reported): July 30, 2014 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file n

July 30, 2014 EX-99.1

NCI Reports Second Quarter 2014 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Investor Contact Media Contact Lawrence Delaney, Jr. Joelle Shreves Investor Relations Counsel Director of Marketing & Corporate Communications (714) 734-5142 (703) 707-6904 NCI Reports Second Quarter 2014 Financial and Operating Results • Revenue of $78 million exceeds midpoint of guidance; • EPS of $0.18 exceeds hi

June 10, 2014 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): June 4, 2014 NCI, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file nu

May 1, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

April 30, 2014 DEF 14A

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 30, 2014 EX-99.1

NCI Reports First Quarter 2014 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contact: Lawrence Delaney, Jr. Investor Relations Counsel (714) 734-5142 NCI Reports First Quarter 2014 Financial and Operating Results • Revenue of $89 million exceeds high end of guidance by $7 million; • Adjusted EPS of $0.161 exceeds high end of guidance by $0.02; • GAAP EPS of $0.09 includes $1.5 million of acce

April 30, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

8-K 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 Date of report (Date of earliest event reported): April 30, 2014 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file numbe

February 18, 2014 EX-21.1

List of Significant Subsidiaries

EX-21.1 Exhibit 21.1 List of Significant Subsidiaries AdvanceMed Corporation, Virginia Karta Technologies, Inc., Texas NCI Information Systems, Inc., Virginia

February 18, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

February 18, 2014 S-8

- FORM S-8

FORM S-8 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 NCI, Inc. (Exact name of registrant as specified in its charter) Delaware 20-4477465 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 11730 Plaza America Drive Reston, Virginia 2019

February 12, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of report (Date of earliest event reported): February 12, 2014 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

February 12, 2014 EX-99.1

NCI Reports Fourth Quarter and Fiscal Year 2013 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contact: Lawrence Delaney, Jr. Investor Relations Counsel (714) 734-5142 NCI Reports Fourth Quarter and Fiscal Year 2013 Financial and Operating Results • Fourth quarter revenue of $80 million exceeds high end of guidance by $7 million; • EPS of $0.16 exceeds high end of guidance by $0.05; • Fiscal year 2013 revenue

February 10, 2014 SC 13G/A

NCIT / NCI, Inc. / Invesco Ltd. - NCI, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 4)* NCI, Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 62886K104 (CUSIP Number) January 31, 2014 (

February 7, 2014 SC 13G/A

NCIT / NCI, Inc. / Invesco Ltd. - NCI, INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 3)* NCI, Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 62886K104 (CUSIP Number) December 31, 2013

December 23, 2013 EX-10.1

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 19, 2013, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), KARTA TECHNOLOGIES, INC., a Texas

December 23, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): December 19, 2013 NCI, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission fi

October 30, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registran

October 29, 2013 EX-99.1

NCI Reports Third Quarter 2013 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contact: Lawrence Delaney, Jr. Investor Relations Counsel (714) 734-5142 NCI Reports Third Quarter 2013 Financial and Operating Results • Revenue at high end of guidance; diluted earnings per share (EPS) exceeds guidance • Raises full-year revenue and EPS outlook • Records third quarter gross bookings of $86 million,

October 29, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): October 29, 2013 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission fil

September 18, 2013 CORRESP

-

Correspondence September 19, 2013 Via EDGAR Ms. Katherine Wray Attorney-Advisor United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: NCI, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 28, 2013 File No. 000-51579 Dear Ms. Wray: NCI, Inc. (“NCI”) is in receipt of your letter dated September 9, 2013, req

August 14, 2013 CORRESP

-

CORRESP August 14, 2013 Mr. Patrick Gilmore Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: NCI, Inc. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed February 28, 2013 Form 10-Q for the Quarter Ended March 31, 2013 Filed May 1, 2013 File No. 000-51579 Dear Mr. Gilmore: NCI, Inc. (“NCI”) i

July 31, 2013 EX-99.1

NCI Reports Second Quarter 2013 Financial and Operating Results Diluted EPS of $0.14 exceeds top end of guidance

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, President (703) 707-6900 NCI Reports Second Quarter 2013 Financial and Operating Results Diluted EPS of $0.14 exceeds top end of guidance RESTON, VA, July 31, 2013 – NCI, Inc. (NASDAQ: NCIT), a leading provider of information technology (IT), engineering, logistics, and professional services

July 31, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

July 31, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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 Date of report (Date of earliest event reported): July 31, 2013 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

June 11, 2013 EX-99.1

NCI Names Austin Yerks to Board of Directors New Director Brings Exceptional Federal IT Expertise to NCI’s Board

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release For Information Contact: Brian J. Clark, President Tel.: 703.707.6900 NCI Names Austin Yerks to Board of Directors New Director Brings Exceptional Federal IT Expertise to NCI’s Board RESTON, VA—June 11, 2013—NCI, Inc. (NASDAQ: NCIT), a leading provider of information technology (IT), engineering, logistics, and profe

June 11, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): June 5, 2013 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file nu

June 10, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): June 5, 2013 NCI, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file nu

May 1, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): May 1, 2013 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file num

May 1, 2013 EX-99.1

NCI Reports First Quarter 2013 Financial and Operating Results First quarter revenue of $91.5 million, diluted EPS of $0.15–both exceed top end of guidance

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, President (703) 707-6900 NCI Reports First Quarter 2013 Financial and Operating Results First quarter revenue of $91.5 million, diluted EPS of $0.15–both exceed top end of guidance RESTON, VA, May 1, 2013 – NCI, Inc. (NASDAQ: NCIT), a leading provider of information technology (IT), engineer

May 1, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) FOR THE QUARTERLY PERIOD ENDED MARCH 31 2013 x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000

April 30, 2013 SC 13G/A

NCIT / NCI, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) NCI INC (Name of Issuer) CL A (Title of Class of Securities) 62886K104 (CUSIP Number) March 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule

April 29, 2013 DEF 14A

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 18, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): April 17, 2013 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file

April 3, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): March 28, 2013 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file

March 11, 2013 EX-16.1

March 11, 2013

EX-16.1 Exhibit 16.1 March 11, 2013 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated March 6, 2013, of NCI, Inc. and are in agreement with the statements contained in the third sentence of the first paragraph and the second through fourth paragraphs on page 2 therein. We have no basis to agree or disagree with

March 11, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

FORM 8-K 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 Date of report (Date of earliest event reported): March 6, 2013 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file n

February 28, 2013 EX-21.1

List of Significant Subsidiaries

Exhibit 21.1 List of Significant Subsidiaries AdvanceMed Corporation, Virginia Karta Technologies, Inc., Texas NCI Information Systems, Inc., Virginia

February 28, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

February 28, 2013 EX-99.1

NCI Reports Fourth Quarter and Fiscal Year 2012 Financial and Operating Results

EX-99.1 2 d493739dex991.htm EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, President (703) 707-6900 NCI Reports Fourth Quarter and Fiscal Year 2012 Financial and Operating Results • Diluted fourth quarter earnings per share (EPS) $0.15, excluding charge; full-year EPS $0.51, excluding charges • Records after-tax impairment charge of $36.

February 28, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of report (Date of earliest event reported): February 28, 2013 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

February 13, 2013 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 1013 in connection with their beneficial ownership of NCI, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any n

February 13, 2013 EX-99.I

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 13, 2013 SC 13G/A

NCIT / NCI, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) NCI INC (Name of Issuer) CL A (Title of Class of Securities) 62886K104 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] R

February 13, 2013 SC 13G/A

NCIT / NCI, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 NCI, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 62886k104 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: T

February 8, 2013 SC 13G/A

NCIT / NCI, Inc. / Invesco Ltd. - NCI, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 2)* NCI, Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 62886K104 (CUSIP Number) December 31, 2012

January 8, 2013 EX-10.1

WAIVER AND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Waiver and Amendment to Amended and Restated Loan and Security Agreement Exhibit 10.

January 8, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): December 31, 2012 NCI, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission fi

November 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as specified in

November 7, 2012 EX-99.1

NCI Reports Third Quarter 2012 Financial and Operating Results

EX-99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, President (703) 707-6900 NCI Reports Third Quarter 2012 Financial and Operating Results • Reports diluted earnings per share (EPS) of $0.14, excluding goodwill impairment charge and costs associated with stock option tender offer • Raises full-year revenue and adjusted EPS guidance • Records

November 7, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

FORM 8-K 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 Date of report (Date of earliest event reported): November 7, 2012 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission fil

September 20, 2012 SC TO-I/A

- AMENDMENT NO. 3 TO SC TO-I/A

Amendment No. 3 to SC TO-I/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) NCI, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) OPTIONS TO PURCHASE COMMON STOCK, $0.019 PAR VALUE (Title of Class of Securit

August 29, 2012 EX-99.A1

NCI, INC. Offer To Purchase For Cash Certain Stock Options Granted or Assumed Under NCI, Inc. Stock Option Plan August 22, 2012 The Offer and the Associated Withdrawal Rights Expire on September 19, 2012 At 11:59 P.M., Eastern Time, Unless The Offer

Exhibit (a)(1) Exhibit (a)(1) NCI, INC. Offer To Purchase For Cash Certain Stock Options Granted or Assumed Under NCI, Inc. Stock Option Plan August 22, 2012 The Offer and the Associated Withdrawal Rights Expire on September 19, 2012 At 11:59 P.M., Eastern Time, Unless The Offer Is Extended NCI, Inc. (“NCI,” the “Company,” “we” or “us”) is offering to purchase Eligible Options (as defined below) f

August 29, 2012 SC TO-I/A

- AMENDMENT NO. 2 TO SC TO-I

Amendment No. 2 to SC TO-I Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 NCI, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) OPTIONS TO PURCHASE COMMON STOCK, $0.019 PAR VALUE (Title of Class of Securitie

August 24, 2012 EX-99.A13

NCI Announces Cash Tender Offer for Certain Out-of-the-Money Stock Options

EX-99.A13 2 d402009dex99a13.htm PRESS RELEASE Exhibit (a)(13) 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contact: Brian J. Clark, President (703) 707-6751 NCI Announces Cash Tender Offer for Certain Out-of-the-Money Stock Options RESTON, VA, August 23, 2012—NCI, Inc. (NASDAQ:NCIT), a leading provider of information technology (IT), professional services, and solutions to U.S. Fed

August 24, 2012 SC TO-I/A

- AMENDMENT NO. 1 TO SC TO-I

Amendment No. 1 to SC TO-I Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 NCI, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) OPTIONS TO PURCHASE COMMON STOCK, $0.019 PAR VALUE (Title of Class of Securitie

August 22, 2012 SC TO-I

- SCHEDULE TO

Schedule TO Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 NCI, INC.

August 22, 2012 EX-99.A2

August 22, 2012

Form of Introductory Letter Exhibit (a)(2) August 22, 2012 Dear NCI Option Holder: The Board of Directors of NCI, Inc.

August 22, 2012 EX-99.A1

NCI, INC. Offer To Purchase For Cash Certain Stock Options Granted or Assumed Under NCI, Inc. Stock Option Plan August 22, 2012 The Offer and the Associated Withdrawal Rights Expire on September 19, 2012 At 11:59 P.M., Eastern Time, Unless The Offer

Offer to Purchase For Cash Certain Stock Options Granted or Assumed Under NCI Exhibit (a)(1) NCI, INC.

August 22, 2012 EX-99.A5

Subject: Important Reminder Notice

EX-99.A5 6 d400426dex99a5.htm FORM OF REMINDER NOTICE OF EXPIRATION OF OFFER Exhibit (a)(5) Subject: Important Reminder Notice Dear NCI Option Holder: This is just a reminder that the deadline of September 19, 2012 (11:59 p.m. Eastern Time) is approaching for you to elect to participate in the stock option repurchase program. If you wish to participate in the offer to tender your Eligible Options,

August 22, 2012 EX-99.A4

NCI, Inc. ELECTION WITHDRAWAL NOTICE

Form of Election Withdrawal Notice Exhibit (a)(4) NCI, Inc. ELECTION WITHDRAWAL NOTICE From: To: NCI, Inc. 11730 Plaza America Drive Reston, VA 20190-4764 Attention: Lisa Langsam [email protected] I previously received a copy of the offering materials (the “Offering Materials”) filed by NCI, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on Schedule TO on August 22, 2012,

August 22, 2012 EX-99.A3

NCI, Inc. LETTER OF TRANSMITTAL

Form of Letter of Transmittal Exhibit (a)(3) NCI, Inc. LETTER OF TRANSMITTAL From: To: NCI, Inc. 11730 Plaza America Drive Reston, VA 20190-4764 Attention: Lisa Langsam [email protected] I am a current employee, former employee, director or former director of NCI, Inc. (the “Company”). I have received from the Company the offering materials (the “Offering Materials”) filed with the U.S. Securiti

August 1, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): August 1, 2012 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file

August 1, 2012 EX-99.1

NCI Reports Second Quarter 2012 Financial and Operating Results

Exhibit 99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, President (703) 707-6751 Maureen Crystal, Vice President of Investor Relations (703) 707-6777 [email protected] NCI Reports Second Quarter 2012 Financial and Operating Results Company raises midpoint of 2012 EPS guidance to $0.36 RESTON, VA, August 1, 2012 – NCI, Inc. (NASDAQ:NCIT), a

August 1, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

June 11, 2012 8-K

Submission of Matters to a Vote of Security Holders

FORM 8-K 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 Date of report (Date of earliest event reported): June 6, 2012 NCI, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file nu

May 2, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): May 2, 2012 NCI, INC. (Exact name of Registrant as Specified in its Charter) Delaware 000-51579 20-3211574 (State or Other Jurisdiction of Incorporation) (commission file num

May 2, 2012 EX-99.1

NCI Reports First Quarter 2012 Financial and Operating Results

EX-99.1 2 d335191dex991.htm EXHIBIT 99.1 Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, President (703) 707-6751 Maureen Crystal, Vice President of Investor Relations (703) 707-6777 [email protected] NCI Reports First Quarter 2012 Financial and Operating Results RESTON, VA, May 2, 2012 – NCI, Inc. (NASDAQ:NCIT), a leading provider of informati

May 2, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

April 30, 2012 DEF 14A

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 13, 2012 8-K

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

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 Date of report (Date of earliest event reported): April 11, 2012 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) (

April 10, 2012 SC 13G

NCIT / NCI, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) NCI INC (Name of Issuer) CL A (Title of Class of Securities) 62886K104 (CUSIP Number) March 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule

March 29, 2012 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 3 d325901dex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock of NCI, Inc., and further agree that this Joint Fili

March 29, 2012 SC 13G/A

NCIT / NCI, Inc. / Narang Family Trust - AMENDMENT NO. 2 TO FORM SCH 13G Passive Investment

Amendment No. 2 to Form Sch 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT No. 2) NCI, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 62886K104 (CUSIP Number) February 16, 20

March 29, 2012 EX-24.6

Power of Attorney Insider Reporting

Exhibit 24.6 Exhibit 24.6 Power of Attorney Insider Reporting KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint each of Michele Cappello, Justin Bintrim and Bradley Noojin, individually, as its lawful attorney-in-fact, with full power of substitution and resubstitution, to act in its name, place and stead to execute and deliver any and all documents that it, a

March 12, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

March 12, 2012 EX-10.4

NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.4 NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT THIS EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is effective as of this 9th day of March, 2012 by and between Michele R. Cappello (“you”) and NCI, Inc. (the “Company”) and supersedes the prior Executive Change of Control and severance agreement dated March 16, 2010. RECITALS The Board of Director

March 12, 2012 EX-10.2

NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.2 NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT THIS EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is effective as of this 9th day of March, 2012 by and between Brian J. Clark (“you”) and NCI, Inc. (the “Company”). RECITALS The Board of Directors of the Company (the “Board”) believes it is in the best interests of the Company to provide you, as a

March 12, 2012 EX-21.1

Exhibit 21.1

Exhibit 21.1 List of Significant Subsidiaries AdvanceMed Corporation, Virginia Karta Technologies, Inc., Texas NCI Information Systems, Inc., Virginia Operational Technologies Services, Inc., Virginia

March 12, 2012 EX-10.5

NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.5 NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT THIS EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is effective as of this 9th day of March, 2012 by and between Lucas J. Narel (“you”) and NCI, Inc. (the “Company”). RECITALS The Board of Directors of the Company (the “Board”) believes it is in the best interests of the Company to provide you, as a

March 12, 2012 EX-10.3

NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.3 NCI, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT THIS EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is effective as of this 9th day of March, 2012 by and between Marco de Vito (“you”) and NCI, Inc. (the “Company”). RECITALS The Board of Directors of the Company (the “Board”) believes it is in the best interests of the Company to provide you, as an

February 16, 2012 EX-99.2

2

Exhibit 99.2 Exhibit 99.2 NCIT - Q4 2011 NCI, Inc. Earnings Conference Call EVENT DATE/TIME: FEBRUARY 15, 2012 / 10:00PM GMT CORPORATE PARTICIPANTS Maureen Crystal NCI Inc—VP, IR Charles Narang NCI Inc—Chairman & CEO Brian Clark NCI Inc—President Lucas Narrow NCI Inc—CFO Marco de Vito NCI Inc—COO CONFERENCE CALL PARTICIPANTS Brian Gesuale Raymond James & Associates—Analyst Bill Willmans Analyst To

February 16, 2012 EX-99.1

NCI Reports Fourth Quarter and Fiscal Year 2011 Financial and Operating Results

Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, President (703) 707-6751 Maureen Crystal, Vice President of Investor Relations (703) 707-6777 [email protected] NCI Reports Fourth Quarter and Fiscal Year 2011 Financial and Operating Results RESTON, VA, February 15, 2012 – NCI, Inc. (NASDAQ:NCIT), a leading provider of information technology (IT)

February 16, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d302361d8k.htm FORM 8-K 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 Date of Report (Date of earliest event reported): February 15, 2012 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorpor

February 13, 2012 SC 13G/A

NCIT / NCI, Inc. / AMERIPRISE FINANCIAL INC - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

Schedule 13G Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 NCI, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 62886k104 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

February 13, 2012 EX-99.(II)

to Schedule 13G Joint Filing Agreement

Joint Filing Agreement Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2012 in connection with their beneficial ownership of NCI, Inc.

February 13, 2012 EX-99.(I)

to Schedule 13G

Identification and Classification of the Subsidiary Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 8, 2012 SC 13G/A

NCIT / NCI, Inc. / Invesco Ltd. - NCI, INC. 12312011 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 1)* NCI, Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 62886K104 (CUSIP Number) December 31, 2011

December 22, 2011 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240-d-2(a) NCI, Inc. (Name of Issuer) Class

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240-d-2(a) NCI, Inc. (Name of Issuer) Class A Common Stock, par value $0.019 per share (Title of Class of Securities) 62886K 10 4 (CUSIP Number) Charles K. Narang 11730 Plaza America Drive Resto

December 15, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): December 14, 2011 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

December 15, 2011 EX-99.1

Lucas J. Narel to Join NCI as Executive Vice President and Chief Financial Officer

Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, Executive Vice President & CFO (703) 707-6751 Maureen Crystal, Vice President of Investor Relations (703) 707-6777 [email protected] Lucas J. Narel to Join NCI as Executive Vice President and Chief Financial Officer RESTON, Va.,—December 14, 2011—(BUSINESS WIRE)—NCI, Inc. (NASDAQ:NCIT), a leading

November 2, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 2, 2011 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)

November 2, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registran

November 2, 2011 EX-99.1

NCI Reports Third Quarter 2011 Financial and Operating Results

Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, Executive Vice President & CFO (703) 707-6751 Maureen Crystal, Vice President of Investor Relations (703) 707-6777 [email protected] NCI Reports Third Quarter 2011 Financial and Operating Results RESTON, VA, November 2, 2011 — NCI, Inc. (NASDAQ:NCIT), a leading provider of information technology (

October 7, 2011 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. )* NCI, Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 62886K104 (CUSIP Numbers) September 30, 2011 (

October 7, 2011 EX-99

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

September 9, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* NCI, Inc. (Name of Issuer) (Title of Class of Securities) (CUSIP Number) August 31, 2011 (Date of Event

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* NCI, Inc. (Name of Issuer) Common (Title of Class of Securities) 62886K104 (CUSIP Number) August 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x

August 3, 2011 EX-99.2

NCI Announces Executive Leadership Changes

Exhibit 99.2 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contact: Brian J. Clark Executive Vice President and Chief Financial Officer (703) 707-6751 Maureen Crystal, Vice President of Investor Relations (703) 707-6777 [email protected] NCI Announces Executive Leadership Changes • Terry W. Glasgow to retire as President, effective December 31, 2011 • Brian J. Clark (EVP and CFO)

August 3, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

August 3, 2011 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 1, 2011 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) (

August 3, 2011 EX-99.1

NCI Reports Second Quarter 2011 Financial and Operating Results

Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, Executive Vice President & CFO (703) 707-6751 Maureen Crystal, Vice President of Investor Relations (703) 707-6777 [email protected] NCI Reports Second Quarter 2011 Financial and Operating Results Highlights: • Revenue of $161 million, up 27% overall, 17% organic1; • Diluted EPS of $0.28; and • Co

June 17, 2011 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2011 NCI, INC. (Exact name of registrant as specified in its charter) Delaware 000-51579 20-3211574 (State or other jurisdiction of incorporation) (Commis

June 17, 2011 EX-99.2

AdvanceMed Corporation (formerly a wholly owned subsidiary of Computer Sciences Corporation)

Exhibit 99.2 AdvanceMed Corporation (formerly a wholly owned subsidiary of Computer Sciences Corporation) Independent Auditors’ Report To the Board of Directors AdvanceMed Corporation Fairfax, Virginia We have audited the accompanying balance sheet of the AdvanceMed Corporation (“the Company”) (formerly a wholly owned subsidiary of Computer Sciences Corporation) as of April 1, 2011, and the relate

June 17, 2011 EX-99.3

Unaudited Pro Forma Condensed Consolidated Financial Statements

EX-99.3 4 c18570exv99w3.htm EXHIBIT 99.3 Exhibit 99.3 Unaudited Pro Forma Condensed Consolidated Financial Statements On April 1, 2011, NCI, Inc. (“NCI” or “the Company”) purchased AdvanceMed Corporation (“AdvanceMed”) for $64.3 million in cash which includes a $2.3 million working capital adjustment. The Company also incurred or will incur approximately $1.0 million in acquisition costs which wil

June 10, 2011 8-K

Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 8, 2011 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) (IR

May 4, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51579 NCI, Inc. (Exact name of registrant as

May 4, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 4, 2011 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

May 4, 2011 EX-99.1

NCI Reports First Quarter 2011 Financial and Operating Results

Exhibit 99.1 11730 Plaza America, Suite 700 Reston, VA 20190 News Release Contacts: Brian J. Clark, Executive Vice President & CFO (703) 707-6751 Maureen Crystal, Vice President of Investor Relations (703) 707-6777 [email protected] NCI Reports First Quarter 2011 Financial and Operating Results Highlights: • Revenue of $150 million, up 31%, all organic1; • Diluted EPS of $0.41; • Company updates

April 29, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 4, 2011 EX-2.1

SECURITIES PURCHASE AGREEMENT dated as of February 24, 2011 by and among COMPUTER SCIENCES CORPORATION, ADVANCEMED CORPORATION NCI INFORMATION SYSTEMS, INC.

Exhibit 2.1 SECURITIES PURCHASE AGREEMENT dated as of February 24, 2011 by and among COMPUTER SCIENCES CORPORATION, DYNCORP, ADVANCEMED CORPORATION AND NCI INFORMATION SYSTEMS, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE; CLOSING 12 2.1 Purchase and Sale 12 2.2 Purchase Price and Adjustments 12 2.3 The Closing 16 2.4 Withholding Rights 16 ARTI

April 4, 2011 EX-99.1

NCI Completes Acquisition of AdvanceMed Provides NCI a Platform for Long-Term Organic Growth and Market Expansion

Exhibit 99.1 For Information Contact: Maureen Crystal Tel: 703.707.6777 E-mail: [email protected] NCI Completes Acquisition of AdvanceMed Provides NCI a Platform for Long-Term Organic Growth and Market Expansion RESTON, Va., April 4, 2011 —(BUSINESS WIRE)— NCI, Inc. (NASDAQ:NCIT), a leading provider of information technology (IT), engineering, logistics, and professional services and solutions t

April 4, 2011 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 Date of Report (Date of earliest event reported): April 1, 2011 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) (I

February 28, 2011 EX-21.1

List of Significant Subsidiaries

Exhibit 21.1 List of Significant Subsidiaries NCI Information Systems, Inc., Virginia Karta Technologies, Inc., Texas Operational Technologies Services, Inc., Virginia

February 28, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

February 25, 2011 EX-99.1

NCI Agrees to Acquire AdvanceMed, a CSC Affiliate

Exhibit 99.1 For Information Contact: Maureen Crystal Tel: (703) 707-6777 E-mail: [email protected] NCI Agrees to Acquire AdvanceMed, a CSC Affiliate RESTON, Va., February 25, 2011 (BUSINESS WIRE) — NCI, Inc. (NASDAQ:NCIT), a leading provider of information technology (IT), engineering, logistics, and professional services and solutions to U.S. Federal Government agencies, announced today that i

February 25, 2011 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): February 24, 2011 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

February 16, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): February 16, 2011 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

February 16, 2011 EX-99.1

NCI, Inc. Reports Record Fourth Quarter and Year End 2010 Financial Results

Exhibit 99.1 For Information Contact: Maureen Crystal Tel: (703) 707-6777 E-mail: [email protected] NCI, Inc. Reports Record Fourth Quarter and Year End 2010 Financial Results Full Year Highlights • Revenue for 2010 up 24% to a record $581 million • Organic revenue growth of 22% for 2010 • Record diluted EPS for 2010 of $1.72 • DSO at 71 days RESTON, Va. — BUSINESS WIRE — February 16, 2011 — NCI

February 14, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* NCI, Inc. (Name of Issuer) (Title of Class of Securities) (CUSIP Number) December 31, 2010 (Date of Eve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* NCI, Inc. (Name of Issuer) Common (Title of Class of Securities) 62886K104 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 11, 2011 EX-99.II

to Schedule 13G Joint Filing Agreement

Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 11, 2011 in connection with their beneficial ownership of NCI, Inc.

February 11, 2011 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 NCI, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 62886k104 (CUSIP Number) December 31, 2010 (Date of Event Whic

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 NCI, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 62886k104 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Schedule is filed

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