-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QVz43+r+FQcjdenDSQYbRiaS3asdLYJ4EGmzzUgPcJ8imq564vm3bI6/Jo4Osocl pkvmFMquQm0YU0sa0+OzVQ== 0001104659-06-080753.txt : 20061211 0001104659-06-080753.hdr.sgml : 20061211 20061211172207 ACCESSION NUMBER: 0001104659-06-080753 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061211 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061211 DATE AS OF CHANGE: 20061211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Federal Services Acquisition CORP CENTRAL INDEX KEY: 0001325460 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 113747950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51552 FILM NUMBER: 061269469 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 BUSINESS PHONE: 212-909-8457 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 8-K 1 a06-12098_88k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 11, 2006

Federal Services Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware

 

000-51552

 

11-3747850

(State or other jurisdiction of incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
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):

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

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

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

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

 




Item 8.01               Other Events

In a press release dated December 11, 2006, Federal Services Acquisition Corporation (“Federal Services”) announced that it has filed with the US Securities and Exchange Commission, and is commencing mailing of, definitive proxy materials for the Special Meeting of Stockholders at which the acquisition of Advanced Technology Systems, Inc. (“ATS”) will be voted upon.

As previously disclosed, the Board of Directors has set January 11, 2007 as the date for the Special Meeting of Stockholders at which stockholders will vote on, among other proposals, Federal Services’ proposed acquisition of ATS of McLean, VA.  The meeting will be held at 10:00AM at the offices of ATS.  Federal Services’ Board also fixed the close of business on December 11, 2006 as the record date for shareholders of the Company’s common stock to vote at the special meeting.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01               Financial Statements and Exhibits

(d)           Exhibits.

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

Exhibit

 

 

Number

 

Description of Exhibit

 

 

 

99.1

 

Press Release dated December 11, 2006

2




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:  December 11, 2006

 

/s/ Joel R. Jacks

 

 

 

Joel R. Jacks

 

 

Chairman of the Board and

 

 

Chief Executive Officer

 

3



EX-99.1 2 a06-12098_8ex99d1.htm EX-99

Exhibit 99.1

Company Contact:
Joel R. Jacks
Chairman and Chief Executive Officer
Federal Services Acquisition Corporation
(646) 403-9765

Investor Relations Contact:
Laura Kowalcyk
Investor Relations
CJP Communications for Federal Services Acquisition Corporation
(212) 279-3115 ext. 209
laura@cjpcom.com

Federal Services Acquisition Corporation Announces Filing of Definitive Proxy Materials

NEW YORK, December 11, 2006 — Federal Services Acquisition Corporation (“Federal Services”) (OTCBB: FDSA, FDSAU, FDSAW), a Special Purpose Acquisition Company formed to acquire an operating business in the federal services and defense industries, today announced that it has filed with the US Securities and Exchange Commission, and is commencing mailing of, definitive proxy materials for the Special Meeting of Stockholders at which the acquisition of Advanced Technology Systems, Inc. (“ATS”) will be voted upon.

As previously disclosed, the Board of Directors has set January 11, 2007 as the date for the Special Meeting of Stockholders at which stockholders will vote on, among other proposals, Federal Services’ proposed acquisition of ATS of McLean, VA.  The meeting will be held at 10:00AM at the offices of ATS.  Federal Services’ Board also fixed the close of business on December 11, 2006 as the record date for shareholders of the Company’s common stock to vote at the special meeting.

ABOUT FEDERAL SERVICES

Federal Services is a blank check company that was formed to acquire an operating business in the federal services and defense industries. Federal Services consummated its initial public offering on October 25, 2005, receiving net proceeds of approximately $119 million through the sale of 21,000,000 units of its securities at $6.00 per unit. The Board of Directors of Federal Services includes Dr. Edward H. Bersoff, the founder and former CEO of BTG, Inc., a federal services company that was sold to The Titan Corporation, and Joel R. Jacks and Peter M. Schulte, the co-founders of CM Equity Partners, a private equity firm that has completed several federal services acquisitions. Dr. Bersoff will become Chairman and Chief Executive Officer of Federal Services and ATS and Stuart R. Lloyd, formerly Senior Vice President and Chief Financial Officer of PEC Solutions, Inc. will become Chief Financial Officer of Federal Services upon consummation of the transaction. Joel Jacks and Peter Schulte will remain board members of Federal Services following the closing, and will no longer hold executive management positions. Additional board members of Federal Services include: Joseph A. Saponaro, formerly President of L-3 Government Services, Inc. and Edward J. Smith, President of Barnegat Bay Capital Inc.




Additional information about Federal Services may be found at http://www.fedsac.com

ABOUT ATS

ATS, headquartered in McLean, Virginia, is a leading provider of systems integration and application development, IT infrastructure management and strategic IT consulting services to U.S. federal government agencies. Since its founding in 1978, ATS has been recognized for its custom software development and software integration capabilities and its deep domain expertise in federal government financial, human resource and data management systems.

ATS is currently executing on over 140 contracts for multiple civilian and defense agencies including: The Department of Homeland Security; The Office of the Secretary of Defense; Defense Logistics Agency; The U.S. Air Force; The Department of Housing and Urban Development; and Pension Benefit Guarantee Corporation. The majority of ATS’ contractual relationships are long-term in nature, and many of its customer relationships have been in place for over a decade. ATS derived approximately 90% of its total revenue in fiscal 2005 from contracts with the U.S. government and government-sponsored enterprises.  The majority of its work is performed under time and material (T&M) and fixed price contracts.

Over the past 28 years, ATS has built and implemented over 100 mission-critical systems for clients. This large installed base of work provides continuous opportunities for maintenance and upgrades, and positions ATS to address legacy software and systems issues and perform complex migration projects as clients move to next generation technologies. With over 600 employees possessing diverse, hard-to-replicate technical skills, institutional knowledge and insight accumulated over nearly three decades, ATS competes effectively for prime and sole source service contracts and has succeeded in recent years in expanding its reach and presence in the federal services market.

ATS’ financial management software expertise assists clients preparing for the government’s increased financial accountability standards. ATS’ data management systems expertise allows clients to increase efficiency with better human resource and case management tracking capabilities, while also allowing them to organize and track information easily. Additionally, ATS’ IT outsourcing capabilities provide ATS with an opportunity to develop long-term value added partnerships with clients that allow end-users and government agencies to focus on core mission priorities, while reducing expenditures on systems management.

In addition, ATS leverages its IT services, management consulting, and software and systems development solutions expertise into financial institutions, insurance companies and government sponsored enterprises through a wholly-owned subsidiary, Appix, Inc. (“Appix”). Appix is one of the largest providers of outsourced professional services at Fannie Mae and currently serves many Fortune 500 financial services and insurance companies. Appix has experienced strong organic growth, which has been complemented by small strategic acquisitions.

Additional information about ATS may be found at http://www.atsva.com.




ADDITIONAL INFORMATION

Stockholders of Federal Services are urged to read its definitive proxy statement related to a special meeting of stockholders that will be held to vote on, among other proposals, its proposed acquisition of ATS.  Such proxy statement contains important information regarding ATS and the transaction. Copies of the proxy statement and other relevant documents filed by Federal Services, which contain information about Federal Services and ATS, are available without charge at the U.S. Securities and Exchange Commission’s Internet site (http://www.sec.gov). The definitive proxy statement may also be obtained from Federal Services without charge by directing a request to Federal Services Acquisition Corporation, 900 Third Avenue, 33rd Floor, New York, New York 10022-4775.

Federal Services and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed acquisition of ATS. Information regarding Federal Services’ directors and executive officers is available in its Form 10-K for the year ended December 31, 2005, filed with the U.S. Securities and Exchange Commission. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement filed with the U.S. Securities and Exchange Commission.



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