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): April 14, 2008
VSE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
0-3676 54-0649263
(Commission File Number) (I.R.S. Identification Number)
2550 Huntington Avenue
Alexandria, Virginia 22303-1499
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (703) 960-4600
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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
VSE CORPORATION
Item 1.01 Entry into a Material Definitive Agreement
On April 14, 2008, VSE Corporation ("VSE") entered into a Stock
Purchase Agreement with Linda K. Berdine, as Trustee of Linda K. Berdine
Revocable Trust ("LKB Trust"), Linda K. Berdine ("Ms. Berdine" and, together
with LKB Trust, "Seller") and G&B Solutions, Inc. (the "Agreement"). The
Agreement provides that VSE will acquire all of the outstanding capital stock
of G&B Solutions, Inc. ("G&B") from Seller for (a) an initial purchase price of
$19.5 million, subject to certain reductions, and (b) up to $4.2 million in
additional purchase price payable if earn out conditions contained in the
Agreement are satisfied during the first three years after the closing. The
Agreement contains customary representations and warranties and indemnification
obligations.
Item 2.01 Completion of Acquisition or Disposition of Assets
On April 14, 2008, VSE completed its acquisition of G&B pursuant to the
Agreement. VSE paid an initial purchase price of $19.5 million in cash, subject
to certain reductions, of which $1.95 million was placed into escrow to secure
Seller's indemnification obligations contained in the Agreement. The escrow term
is 18 months, subject to distributions of the escrowed funds to VSE if VSE makes
claims for indemnification pursuant to the Agreement. Up to an additional $4.2
million in purchase price is payable by VSE to Seller if earnout conditions
contained in the Agreement are satisfied during the first three years after the
closing. A copy of the Agreement (without schedules) is filed as Exhibit 2.1 to
this Current Report on Form 8-K. The foregoing descriptions of the Agreement are
qualified in their entirety by reference to the terms of the Agreement, as
filed.
As contemplated by the Agreement, an employment agreement between G&B
and Ms. Berdine, a Seller under the Agreement and G&B's chief executive officer
and president, became effective on April 14, 2008. As provided in such
employment agreement, Ms. Berdine will continue serving as G&B's chief executive
officer and president for a minimum of three years. Ms. Berdine's initial base
salary is approximately $232,000 per annum.
G&B is a diversified information technology and management consulting
company serving the U.S Government. The company's core expertise lies in
Enterprise Architecture development; Information Assurance/ Business Continuity;
Program and Portfolio Management; Network IT Services and Systems Design and
Integration.
Item 7.01 Regulation FD Disclosure
April 14, 2008, VSE issued a news release that announced that its
acquisition of G&B. The news release is attached hereto as Exhibit 99.1.
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VSE CORPORATION
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not Required
(b) Pro Forma Financial Information
Not Required
(d) Exhibits
Exhibit No. Description
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2.1* Stock Purchase Agreement, dated as of April 14, 2008,
among VSE Corporation, Linda K. Berdine, as Trustee of
Linda K. Berdine Revocable Trust, Linda K. Berdine and
G&B Solutions, Inc.
99.1* News Release dated April 14, 2008
* Filed herewith
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VSE CORPORATION
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 thereunto duly authorized.
VSE CORPORATION
(Registrant)
Date: April 17, 2008 By: /s/ D. M. Ervine
_______________________________
D. M. Ervine
Chairman, President and CEO/COO
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