** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-Q/A**

**Amendment No. 1**

 

 
| **(Mark One)** |   |                                                                                                                          |
|---------------------|--------|-------------------------------------------------------------------------------------------------------------------------------|
| ý              |   | QUARTERLY  REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 25, 2005 |
|                |   |                                                                                                                          |
| o                   |   | TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934                                    |

 

 

**Commission File Number 000-50080**

 

 

**SI International, Inc.**

**(Exact name of registrant as specified in its charter)**

 

| **Delaware**                                    | ** ** | **52-2127278**       |
|-------------------------------------------------|------------|----------------------|
| (State  or other jurisdiction of                |       | (I.R.S.  Employer    |
| incorporation  or organization)                 |       | Identification  No.) |
|                                            |       |                 |
| **12012 Sunset Hills Road****Reston. Virginia** | ** ** | **20190-5869**       |
| (Address  of principal executive offices)       |       | (Zip  Code)          |

 

 

Registrant’stelephone number, including area code: **(703)234-7000**

 

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Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90days.    ý  Yes    o  No

 

 

 Indicate by check mark whether the registrant isan accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   ý  Yes    o  No

 

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Act.)   oYes  ý No

 

 

As of August 2, 2005, there were 8,483,512 sharesoutstanding of the registrant’s common stock.

 

 

 

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**ExplanatoryNote**

 

On August 3, 2005, SIInternational, Inc. (the “Company”) filed its Quarterly Report on Form 10-Q forits fiscal quarter ended June 25, 2005 (the “Form 10-Q”). The Company is filingthis Amendment No. 1 to its Form 10-Q solely to include in paragraph 4 of theRule 13a-14(a) certification of the Company’s Chief Financial Officer andTreasurer certain statements regarding internal controls over financialreporting that were inadvertently omitted from the certification previouslyfiled.

 

Rule 12b-15 under theExchange Act provides that any amendment to a report required to includecertifications specified in Rule 13a-14(a) must include new certifications ofthe principal executive officer and principal financial officer and that anyamendment to a report required to be accompanied by certifications specified inRule 13a-14(b) must be accompanied by new certifications of the principalexecutive officer and principal financial officer. As a result, we haveincluded as Exhibit 31.1, new certifications of the Company’s President and ChiefExecutive Officer, and as Exhibit 32.1, new certifications of the Company’sPresident and Chief Executive Officer and its Chief Financial Officer andTreasurer, even though these certifications remain unchanged from thecertifications initially filed with the Form 10-Q.

 

This Amendment No. 1 doesnot reflect events occurring after the filing of the Form 10-Q and, other thanthe filing of the aforementioned certification, does not modify or update thedisclosure in the original Form 10-Q in any way.

 

 

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SIGNATURES

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
|   |   | SI INTERNATIONAL, INC.       |
|--------|--------|------------------------------|
|   |   |                         |
|   |   | /s/ THOMAS E. DUNN           |
|   |   | Thomas E. Dunn               |
|   |   | Executive Vice President and |
|   |   | Chief Financial Officer      |

 

 

Date:  October 28, 2005

 

 

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 **INDEX TO EXHIBITS**

** **
| **Exhibit  No.** | ** ** | **Description**                                                                                                                                                                                  |
|------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **       | ** ** | ** **                                                                                                                                                                                       |
| 31.1             |       | Certifications  of Chief Executive Officer and Chief Financial Officer pursuant to  Rule 13a-14(a) as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 (*).     |
| 32.1             |       | Certifications  of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes  Oxley Act of 2002 (*). |

 

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* Indicates filed herewith.

 

 

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