NCIT Nci, Inc. (MM)

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)

Michele R. Cappello

General Counsel and Corporate Secretary

NCI, Inc.

11730 Plaza America Drive

Reston, VA 20190-4764

(703) 707-6900

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the person(s) filing statement)

With Copies to:

Deyan Spiridonov, Esq.

Paul Hastings LLP

4747 Executive Drive, Twelfth Floor

San Diego, California 92121

(858) 458-3000

This Amendment No. 2 amends and supplements Items 8 and 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed on July 17, 2017 with the Securities and Exchange Commission by NCI, Inc., a Delaware corporation (“ NCI ” or the “ Company ”), relating to the tender offer made by Cloud Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Cloud Intermediate Holdings, LLC, a Delaware limited liability company, to acquire all of the outstanding shares of NCI’s Class A common stock, par value $0.019 per share (the “ Class  A Shares ”), and NCI’s Class B common stock, par value $0.019 per share (the “ Class  B Shares ”, together with the Class A Shares, the “ Shares ”), at a price of $20.00 per Share, without interest, and subject to deduction for any required withholding of taxes, on the terms and subject to the conditions set forth in the Offer to Purchase for Cash, dated July 17, 2017, and the related Letter of Transmittal.

This Amendment is being filed to reflect certain updates as set forth below. Except as otherwise indicated, the information set forth in the original Schedule 14D-9, which is incorporated herein by reference, remains unchanged. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Schedule 14D-9.

Item 8. Additional Information

Item 8 is hereby amended and supplemented to add the following as paragraphs 3, 4 and 5 under the “Legal Proceedings” heading:

Legal Proceedings

On July 21, 2017, a purported stockholder of NCI filed a “Complaint for Violation of the Securities Exchange Act of 1934” in the United States District Court for the Eastern District of Virginia, docketed as Colleen Witmer v. NCI, Inc., Charles K. Narang, Paul A. Dillahay, James P. Allen, Paul V. Lombardi, Cindy E. Moran, Austin J. Yerks, Daniel R. Young, H.I.G. Capital, L.L.C., Cloud Intermediate Holdings, LLC, and Cloud Merger Sub, Inc., Case No. 1:17-CV-00838-LO-JFA (the “ Witmer Action ”) against NCI and each of its directors and members of the HIG Group. The Witmer Action purports to be brought individually and on behalf of a purported class of all public stockholders of NCI. The Witmer Action alleges that NCI, the members of the NCI Board and members of the HIG Group violated Section 14 of the Exchange Act by issuing a Schedule 14D-9 that was materially misleading and omitted material facts related to the Transactions. The Witmer Action also alleges that the members of the NCI Board and members of the HIG Group violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Witmer Action seeks, among other things, an injunction against the consummation of the proposed Transactions and an award of costs for the actions, including reasonable attorneys’ and experts’ fees. The defendants believe that the allegations in the Witmer Action lack merit and intend to vigorously defend against the lawsuit.

On July 25, 2017, a purported stockholder of NCI filed a “Class Action Complaint for Violations of Sections 14(d), 14(e), and 20(a) of the Securities Exchange Act of 1934” in the United States District Court for the Eastern District of Virginia, docketed as Deborah A. Nichols v. NCI, Inc., Charles K. Narang, Paul A. Dillahay, Daniel R. Young, Paul V. Lombardi, James P. Allen, Cindy E. Moran and Austin J. Yerks, Case No. 1:17-CV-00839-LO-MSN (the “ Nichols Action ”) against NCI and each of its directors. The Nichols Action purports to be brought individually and on behalf of a purported class of all public stockholders of NCI. The Nichols Action alleges that NCI and the members of the NCI Board violated Section 14 of the Exchange Act by issuing a Schedule 14D-9 that was materially misleading and omitted material facts related to the Transactions. The Nichols Action also alleges that the members of the NCI Board violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Nichols Action seeks, among other things, an injunction against the consummation of the proposed Transactions and an award of costs for the actions, including reasonable attorneys’ and experts’ fees. The defendants believe that the allegations in the Nichols Action lack merit and intend to vigorously defend against the lawsuit.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the complaints for the Witmer Action and the Nichols Action, copies of which are attached hereto as Exhibits (a)(5)(F) and (a)(5)(G), respectively, to this Schedule 14D-9 and are hereby incorporated herein by reference.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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