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):  May 18, 2010

ATS Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-51552	11-3747850
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7925 Jones Branch Drive, McLean, Virginia	22102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (571) 766-2400

Not Applicable

(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:

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

o 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 5.07. Submission of Matters to a Vote of Security Holders.

ATS Corporation (the “Company”) held its Annual Meeting of Stockholders on May 18, 2010 (the “Annual Meeting”). At the Annual Meeting, our stockholders (i) elected Edward J. Smith, Joel R. Jacks, and James R. Swartwout to serve as Class II directors for a term of three years expiring at the 2013 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified and Anita K. Jones to serve as a Class III director for a term of one year expiring at the 2011 Annual Meeting of Stockholders or until her successor is duly elected and qualified; and (ii) ratified the appointment of Grant Thornton LLP to serve as our independent registered public accounting firm for 2010. Set forth below are the voting results for these two proposals: 

Item 1: The election of three directors for a three-year term expiring at the 2013 Annual Meeting and the election of one director for a one-year term expiring at the 2011 Annual Meeting

Class II	For	Against or Withheld	Not Voted (1)
Joel R. Jacks	16,785,220	12,536	3,530,322
Edward J. Smith	16,787,899	9,857	3,530,322
James R. Swartwout	16,779,799	17,957	3,530,322

Class III	For	Against or Withheld	Not Voted (1)
Anita K. Jones	16,788,629	9,127	3,530,322

Item 2:  The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2010 

For	Against or Withheld	Abstain	Not Voted (1)
20,324,101	3,976	1	0

(1) A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds.  Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.

Item 8.01   Other Events

At the Annual Meeting on May 18, 2010, the stockholders elected two new directors to the Board, filling two newly created directorships that resulted from the Board’s increase in its membership from seven to nine.  Dr. Anita K. Jones joins the Company’s Board as an independent Class III director, and will serve as a member of the Compensation Committee.  Dr. Jones will serve until the next election of directors at the Company’s 2011 Annual Meeting. Mr. James R. Swartwout joins the Company’s Board as an independent Class II director, and will serve as a member of the newly formed Nominating and Governance Committee.  Mr. Swartwout will serve until the election of directors at the Company’s 2013 Annual Meeting of stockholders. The class designations for these two new members are to ensure that our classes contain an equal number of directors in each, resulting in three directors in each class.

 

Since 2008, Mr. Swartwout has served as an independent consultant for several organizations. From 2006 to 2008, he was co-chief executive officer and board member of Habasit Holding (“Habasit”), the U.S. subsidiary of Habasit AG, the leading global suppler of precision conveyor belts. Following Habasit’s 2006 acquisition of Summa Industries (“Summa”), a publicly traded manufacturer of diversified plastic products for industrial and commercial markets, he managed the integration of Summa. He served as chairman, chief executive officer and chief financial officer of Summa Industries from 1988 to 2006. Prior to Summa, Mr. Swartwout served in several executive roles in various manufacturing firms. He is currently a director of Sparton Corporation (NSYE: SPA), a diversified electronics company and supplier of sophisticated electronic assemblies to the U.S. Navy and U.S. Coast Guard, where he has served as a member of the executive committee and compensation committee since 2008. He was also a director for Advanced Materials Group from 2001 to 2004. Earlier in his career, he served as a Commissioned Officer in the U.S. Navy. Mr. Swartwout received a B.S. in Industrial Engineering from Lafayette College and a M.B.A. from the University of Southern California.

Dr. Jones is a University Professor Emerita at the University of Virginia's School of Engineering and Applied Science, where she has taught since 1988. From 1993 to 1997, Dr. Jones served as Director of Defense Research and Engineering in the U.S. Department of Defense, where she was responsible for the management of the Department's science and technology programs. Dr. Jones is currently a senior fellow of the Defense Science Board, a member of the National Academy of Engineering, a trustee of InQTel, and a member of the Executive Committee of the governing corporation of the Massachusetts Institute of Technology. Since 1998, she has been a director of Science Applications International Corporation (NYSE: SAI). Dr. Jones was also a founder and vice president of Tartan Laboratories, a trustee of the MITRE Corporation, and she served as vice-chair of the National Science Board, the governing board of the U.S. National Science Foundation. Dr. Jones received her A.B. from Rice University in mathematics, her M.A in literature from the University of Texas and a Ph.D. in computer science from Carnegie Mellon University.

 The Company issued a press release on May 24, 2010 announcing the addition of Dr. Jones and Mr. Swartwout to the Board.  A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01          Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release Dated May 24, 2010

 

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.

Date:    May 24, 2010

ATS CORPORATION
By:	/s/ Dr. Edward H. Bersoff
	Dr. Edward H. Bersoff
	Chairman, President and
	Chief Executive Officer

 

EX-99.1

 

ATS Corporation Elects Anita Jones and James Swartwout to Board of Directors

New Directors Add Extensive Operational, Technical, Industry and Public Company Experience

MCLEAN, VA – (PRNEWSWIRE) – May 24, 2010, ATS Corporation (“ATSC” or the “Company”) (NYSE Amex: ATSC), a leading information technology company that delivers innovative technology solutions to government and commercial organizations, today announced the election of Anita K. Jones and James R. Swartwout to its Board of Directors.  The election of these directors represents the addition of two new positions to the ATSC board.   ATSC’s board now totals 9 members, 8 of whom are non-employee directors.   Joel R. Jacks and Edward J. Smith were also re-elected to the ATSC Board of Directors at the May 18, 2010 annual shareholders meeting.

Dr. Jones is a University Professor Emerita at the University of Virginia's School of Engineering and Applied Science, where she has taught since 1988. From 1993 to 1997, Dr. Jones served as Director of Defense Research and Engineering in the U.S. Department of Defense, where she was responsible for management of the department's science and technology programs. Dr. Jones is currently a senior fellow of the Defense Science Board, a member of the National Academy of Engineering, a trustee of InQTel, and a member of the Executive Committee of the governing corporation of the Massachusetts Institute of Technology.  Since 1998, she has been a director of Science Applications International Corporation. Dr. Jones was also a founder and vice president of Tartan Laboratories, a trustee of the MITRE Corporation, and she served as vice-chair of the National Science Board, the governing board of the U.S. National Science Foundation. Dr. Jones has received the Computing Research Association’s Service Award, the Air Force Meritorious Civilian Service Award, and the Department of Defense Award for Distinguished Public Service.  She has published more than 50 technical articles and two books in the areas of computer software and systems.  Dr. Jones received her A.B. from Rice University in mathematics, her M.A. in literature from the University of Texas and a Ph.D. in computer science from Carnegie Mellon University.

“Anita’s deep technical expertise has been highly utilized and recognized by the defense and intelligence community as well as a number of organizations supporting the government, and we are honored to welcome her to our board, “ said ATSC Chairman and Chief Executive Officer Dr. Edward H. Bersoff.  “Her experience will be extremely valuable to us as we increasingly pursue growth opportunities in the defense and intelligence markets.”

Mr. Swartwout has over 30 years of operational and financial management experience in both public and private corporations.  Most recently, he served as co-chief executive officer and board member of Habasit Holding, the U.S. subsidiary of Habasit AG, a $700 million global supplier of precision conveyor belts.   Prior to this role, he spent 18 years with Summa Industries, a publicly- traded manufacturer of diversified plastic products for industrial and commercial markets, where he served as chairman, chief executive officer and chief financial officer.  Summa was acquired by Habasit and Mr. Swartwout led the integration and moved into the executive role at the new parent company.   Before his tenure at Summa, Mr. Swartwout served in several executive roles in various manufacturing firms. He is currently a director of Sparton Corporation, a publicly-traded, diversified electronics company and supplier of sophisticated electronic assemblies to the U.S. Navy and U.S. Coast Guard. Earlier in his career, he served as a Commissioned Officer in the U.S. Navy. Mr. Swartwout received a B.S. in Industrial Engineering from Lafayette College and an M.B.A. from the University of Southern California.

Dr. Bersoff further commented, “Jim’s extensive operational experience will be a valuable asset to ATSC.  His impressive track-record in formulating long-term strategic policies and initiatives to support growth will be very important to us as we continue to expand our business.”

About ATS Corporation

ATSC is a leading provider of software and systems development, systems integration, infrastructure management and outsourcing, information sharing, training and consulting to the Department of Defense, Federal civilian agencies, public safety and national security customers, as well as commercial enterprises.  Headquartered in McLean, Virginia, the Company has more than 600 employees at 10 locations across the country. 

Any statements in this press release about future expectations, plans, and prospects for ATSC, including statements about the estimated value of the contract and work to be performed, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: our dependence on our contracts with federal government agencies for the majority of our revenue, our dependence on our GSA schedule contracts and our position as a prime contractor on government-wide acquisition contracts to grow our business, and other factors discussed in our latest annual report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2010. In addition, the forward-looking statements included in this press release represent our views as of May 24, 2010. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to May 24, 2010.

Additional information about ATSC may be found at www.atsc.com.

Media Contact:

Penny Parker

Corporate Communications Manager

ATS Corporation

(571) 766-2400