Exhibit
(a)(1)(C)
Notice of
Guaranteed Delivery
For Tender of Shares of Common
Stock
of
STANLEY, INC.
at
$37.50 NET PER SHARE
Pursuant to the Offer to Purchase dated May 20, 2010
by
CGI FAIRFAX CORPORATION
a wholly owned subsidiary
of
CGI FEDERAL INC.
an indirect wholly owned
subsidiary of
CGI GROUP INC.
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY,
JUNE 17, 2010, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or one substantially in the
form hereof, must be used to accept the Offer (defined below) if
(i) certificates representing shares of common stock, par
value $0.01 per share (the “Shares”), of Stanley,
Inc., a Delaware corporation, are not immediately available,
(ii) the procedure for book-entry transfer cannot be
completed on a timely basis or (iii) time will not permit
all required documents to reach Computershare Investor Services
Inc. (the “Depositary”) prior to the expiration of the
Offer. This Notice of Guaranteed Delivery may be delivered by
hand, facsimile transmission or mail to the Depositary. See
“The Tender Offer — Section 3 —
Procedures for Accepting the Offer and Tendering Shares” in
the Offer to Purchase.
The Depositary for the Tender Offer is:
Computershare Investor Services
Inc.
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By Mail:
P.O. Box 7021 31 Adelaide St E Toronto, Ontario M5C 3H2 Attn: Corporate Actions
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By Facsimile Transmission:
(Eligible Institutions Only)
1-905-771-4082
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By Hand/Overnight Delivery:
100 University Avenue 9th Floor Toronto, Ontario M5J 2Y1 Attn: Corporate Actions
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF
A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE
INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE
APPROPRIATE LETTER OF TRANSMITTAL.
The Eligible Institution that completes this form must
communicate the guarantee to the Depositary and must deliver the
Letter of Transmittal or an Agent’s Message (as defined in
the Offer to Purchase) and certificates for Shares to the
Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible
Institution.
Ladies and Gentlemen:
The undersigned hereby tenders to CGI Fairfax Corporation, a
Delaware corporation and a wholly owned subsidiary of CGI
Federal Inc., a Delaware corporation and an indirect wholly
owned subsidiary of CGI Group Inc., a corporation organized
under the laws of the Province of Québec, Canada, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated May 20, 2010 (the “Offer to
Purchase”), and the related Letter of Transmittal (such
offer, the “Offer”), receipt of which is hereby
acknowledged, the number of shares of common stock, par value
$0.01 per share (the “Shares”), of Stanley, Inc., a
Delaware corporation, specified below, pursuant to the
guaranteed delivery procedure set forth in “The Tender
Offer — Section 3 — Procedures for
Accepting the Offer and Tendering Shares” in the Offer to
Purchase.
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| Number of Shares and Certificate No.(s) (if available): |
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o Check
here if Shares will be tendered by book entry transfer.
DTC Account Number:
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| Name(s) of Record
Holder(s): |
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(Please type or print)
(Zip Code)
(Daytime telephone
number)
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (defined in
Section 3 of the Offer to Purchase), hereby
(i) represents that the tender of Shares effected hereby
complies with
Rule 14e-4
under the Securities Exchange Act of 1934, as amended, and
(ii) guarantees delivery to the Depositary, at one of its
addresses set forth above, of certificates representing the
Shares tendered hereby, in proper form for transfer, or a
confirmation of a book-entry transfer of such Shares into the
Depositary’s account at the Book-Entry Transfer Facility
(defined in Section 2 of the Offer to Purchase), in either
case together with a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) or, in the case of a
book-entry transfer, an Agent’s Message (defined in
Section 2 of the Offer to Purchase), together with any
other documents required by the Letter of Transmittal, all
within three trading days after the date hereof.
The Eligible Institution that completes this form must
communicate the guarantee to the Depositary and must deliver the
Letter of Transmittal or an Agent’s Message (as defined in
the Offer to Purchase) and certificates for Shares to the
Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
(Zip Code)
(Authorized Signature)
(Please type or print)
NOTE: DO NOT SEND CERTIFICATES FOR
SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH
YOUR PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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