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):  September 30, 2006

Federal Services Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-51552	11-3747850
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)
900 Third Avenue, 33rd Floor
New York, New York		10022-4775
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (646) 403-9765

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

oWritten communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement

Amendment to Stock Purchase Agreement

As previously disclosed, on April 19, 2006 Federal Services Acquisition Corporation (“FSAC”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Advanced Technology Systems, Inc. (“ATS”), the holders of all the outstanding shares of ATS and Claude Rumsey, as shareholders’ representative, pursuant to which FSAC will acquire all of the issued and outstanding shares of ATS, and, indirectly through ATS, all the issued and outstanding shares of ATS’ wholly-owned subsidiaries.

As of September 30, 2006, FSAC and the other parties to the Stock Purchase Agreement entered into a First Amendment to Stock Purchase Agreement primarily to extend, from September 30, 2006 to November 30, 2006, the date after which the ATS shareholders may terminate the Stock Purchase Agreement if the acquisition has not closed.

Item 9.01  Financial Statements and Exhibits

(d)           Exhibits.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number	Description of Exhibit
10.1	First Amendment to Stock Purchase Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Federal Services Acquisition Corporation
	(Registrant)
Date: October 4, 2006	/s/ Peter M. Schulte
	Peter M. Schulte
	President

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (“First Amendment”) is made effective as of September 30, 2006, by and among (i) Federal Services Acquisition Corporation, a Delaware corporation (“FSAC”); (ii) Advanced Technology Systems, Inc., a Virginia corporation (“ATS”); (iii) Delmar Lewis, Claude Rumsey and Harry Katrivanos as all of the shareholders of ATS (collectively, the “Shareholders”); and (iv) Claude Rumsey in his capacity as the Shareholders’ Representative (the “Shareholders’ Representative”).

RECITALS:

R-1.  By the terms of a Stock Purchase Agreement dated April 19, 2006 by and among FSAC, ATS, the Shareholders and the Shareholders’ Representative (the “Stock Purchase Agreement”), FSAC agreed to purchase from the Shareholders and the Shareholders agreed to sell to FSAC all of the Shareholders respective shares of ATS “Capital Stock” (as defined in the Stock Purchase Agreement) pursuant to the terms and conditions contained therein.

R-2.  Section 10.1(b) of the Stock Purchase Agreement provides that either party may terminate the Stock Purchase Agreement if the “Closing” (as defined in the Stock Purchase Agreement) has not occurred by September 30, 2006 for any reason other than a breach of the Stock Purchase Agreement by the terminating party.

R-3.  The undersigned wish to amend the Stock Purchase Agreement by this First Amendment to extend from September 30, 2006 to November 30, 2006, the date specified in Section 10.1(b) of the Stock Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned do hereby agree as follows:

1.  The reference to “September 30, 2006” in Section 10.1(b) of the Stock Purchase Agreement is hereby deleted and replaced with “November 30, 2006.”

2.  This First Amendment shall in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws, rules and principles) of the Commonwealth of Virginia applicable to agreements made and to be performed entirely within the Commonwealth of Virginia, including all matters of construction, validity and performance.

3.  Except as specifically amended by this First Amendment, the Stock Purchase Agreement is unmodified and in full force and effect and is hereby ratified and affirmed by the undersigned.

This First Amendment may be executed in several counterparts, all of which taken together shall be deemed one and constitute a single instrument.  Any manual signature upon this First Amendment that is faxed, scanned or photocopied shall for all purposes have the same validity, effect and admissibility in evidence as an original signature and the parties hereby waive any objection to the contrary.

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IN WITNESS WHEREOF, each of the parties hereto has caused this First Amendment to be duly executed and delivered in its name and on its behalf, all as of the day and year first above written.

FEDERAL SERVICES
ACQUISITION CORPORATION,
a Delaware corporation
By:	/s/ Peter M. Schulte
Name:	Peter M. Schulte
Title:	President
ADVANCED TECHNOLOGY
SYSTEMS, INC.,
a Virginia corporation
By:	/s/ Claude Rumsey
Name:	Claude Rumsey
Title:	Vice-Chairman
SHAREHOLDERS:
/s/ Delmar Lewis
Delmar Lewis
/s/ Claude Rumsey
Claude Rumsey
/s/ Harry Katrivanos
Harry Katrivanos

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SHAREHOLDERS’ REPRESENTATIVE:

/s/ Claude Rumsey

Claude Rumsey

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