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 17, 2010
GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34551
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20-4477465 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1501 Farm Credit Drive
Suite 2300 McLean, Virginia
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22102 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (703) 738-2840
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Items 1.01 Entry into a Material Definitive Agreement
On December 17, 2010, Global Defense Technology & Systems, Inc. (“GTEC”) entered into an Amended
and Restated Purchase Agreement (the “Agreement”) with Signature Government Solutions, LLC, a
Florida limited liability company (“Signature”), and Signature Consultants, L.L.C., a Florida
limited liability company (the “Seller”). The terms of the Agreement were substantially similar to
the terms of the Purchase Agreement entered into on November 4, 2010 and described in GTEC’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2010,
which Current Report is incorporated herein by reference.
The foregoing description is qualified in its entirety by reference to the Agreement, which is
attached hereto as Exhibit 2.1.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 18, 2010, GTEC completed its acquisition of all of the outstanding ownership interests
of Signature. The acquisition was consummated pursuant to the Agreement. Following the acquisition,
Signature became GTEC’s wholly owned subsidiary.
Pursuant to the Agreement, GTEC paid an initial purchase price of $52.5 million in cash, financed
through borrowings under GTEC’s credit facility with SunTrust Bank. The initial purchase price is
subject to a two-way post-closing adjustment depending upon whether the working capital of
Signature at the closing is ultimately determined to have been above or below the target working
capital specified in the Agreement. Out of the initial purchase price, $5.25 million was placed
into escrow to be used if necessary to satisfy certain indemnification obligations of the Seller.
The foregoing description of the terms of the Signature acquisition is qualified by reference to
the Agreement, which is attached hereto as Exhibit 2.1. A copy of the press release, dated December
20, 2010, announcing the completion of the Signature acquisition is attached hereto as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements required by this item are not included in this Current Report on Form 8-K.
The financial statements will be provided in an amended report, which will be filed not later than
71 calendar days after the date that this initial report on Form 8-K must be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is not included in this Current Report on
Form 8-K. The pro forma financial information will be provided in an amended report, which will be
filed not later than 71 calendar days after the date that this initial report on Form 8-K must be
filed.
(d) Exhibits.
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2.1 |
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Amended and Restated Purchase Agreement, dated December 17, 2010, by
and among Global Defense Technology & Systems, Inc., Signature
Government Solutions, LLC and Signature Consultants, L.L.C.* |
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99.1 |
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Global Defense Technology & Systems, Inc. Press Release, dated
December 20, 2010, announcing the completion of the acquisition of
Signature Government Solutions, LLC |
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Certain of the appendices and exhibits to the Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. Global Defense Technology & Systems, Inc. hereby undertakes to furnish
supplementally to the Securities and Exchange Commission copies of any omitted appendices and
exhibits upon request therefore by the Securities and Exchange Commission. |