Attached files
file | filename |
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EX-99.1 - ATS CORP | v207636_ex99-1.htm |
EX-10.1 - ATS CORP | v207636_ex10-1.htm |
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): January 3,
2011
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
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Sidney E.
Fuchs, the President and Chief Executive Officer of ATS Corporation (the
“Company”), announced his resignation from the Company and Board of Directors on
January 3, 2011, which will be effective January 31, 2011.
On
January 7, 2011, the Company announced that the Company’s current Executive Vice
President and Chief Financial Officer, Pamela A. Little, age 57, and Senior Vice
President, John A. Hassoun, age 49, became Co-Chief Executive Officers,
effective January 3, 2011, with Ms. Little having primary responsibility for
financial and administrative aspects of the Company’s affairs and Mr. Hassoun
having primary responsibility for operational matters.
Ms.
Little has served as the Company’s Chief Financial Officer since May 22,
2007. She served as the Company’s Vice President of Finance from May
4, 2007 to May 22, 2007. Prior to joining the Company,
Ms. Little served as the Vice President and Chief Financial Officer of Athena
Innovative Solutions, Inc. since 2005. In her 25-year
career, Ms. Little has experience in companies ranging from privately held to
start-up high technology firms to large, publicly-traded, multi-national
professional services and government contracting firms serving in various
executive level positions including Chief Executive Officer. She
serves on the boards of Sandy Spring Bancorp, Inc. (NASDAQ: SASR) and Sandy
Spring Bank, its wholly-owned subsidiary where she chairs the audit committee
and is a member of the executive committee. Ms. Little holds an
M.B.A. from Loyola College and a B.A. from the University of
Maryland. She serves on the Board of the Professional Services
Council and is a member of the National Association of Corporate
Directors. She is also a member of the Board of Advisors of the
Macklin Business Institute at Montgomery College and from 2005 to 2008 served as
an adjunct professor at Montgomery College.
Mr.
Hassoun has served as the Company’s Senior Vice President of Federal Programs
since September 1, 2010. In 2009 and 2010, prior to joining the
Company, he served as the Chief Executive Officer of Global Integrated Security,
an international integrated security and defense provider
company. From 2006 to 2009, he served in several positions, including
Chief Executive Officer of Olive Group, an international provider of integrated
risk mitigation solutions. Before Olive Group, Mr. Hassoun held
steadily increasing executive leadership roles with Veridian Corporation and
General Dynamics, including General Manager of Engineering Development and
Integration Services where he managed over $500M in yearly
revenue, Director of Operations, and Director of Business
Development. He has a distinguished record of nearly 20 years of
corporate experience in leading and managing operations, strategy and business
development in high growth government information technology
businesses. He began his career with the U.S. Air Force where
he served as Program Manager. He holds a Master of Arts in
Human Factors and a Bachelor of Science degree in Psychology from Wright State
University. He has authored over 20 technical reports and research papers on
topics involving advanced technology, and serves on the Industrial Advisory
Board for the Virginia Commonwealth University School of
Engineering.
Neither
Ms. Little nor Mr. Hassoun are a party to any transaction, or series of
transactions, required to be disclosed pursuant to Item 401(d) or Item 404(a) of
Regulation S-K.
The press
release containing this announcement is filed hereto as Exhibit
99.1
Additionally, on January 5, 2011, Mr.
Fuchs entered into an agreement (the “Amended Agreement”) effective January 31,
2011, with the Company to amend his Employment Agreement dated March 1, 2010
(filed as an exhibit to the Company’s Form 10-Q for the quarter ending March 31,
2010). The terms of the Amended Agreement provide for (i) eighteen
months of severance based on an annual salary of $405,000 paid in an amount of a
$202,500 payment six months and one day after the effective date and the
remaining twelve months of severance paid in twelve monthly installments,
commencing on the date that is seven months after the effective date, (ii)
accelerated vesting of 60,000 shares of restricted stock and 40,000 options on
the effective date, (iii) health insurance consistent with that of Company
executives for a period of eighteen months after the effective date, and (iv) a
six month non-competition period and a two-year non-solicitation
period. A copy of the agreement between Mr. Fuchs and the
Company is filed hereto as Exhibit 10.1.
Item
8.01 Other Events
On January 7, 2011, the Company
announced that the Board of Directors has begun a process to evaluate strategic
alternatives for the Company. There can be no assurance that the review of
strategic alternatives will result in the Company pursuing any particular
transaction, or, if it pursues any such transaction, that it will be
completed. The press release which also contains this
announcement is filed hereto as Exhibit 99.1
Item
9.01 Financial Statements and Exhibits
10.1 Amended
Agreement with Sidney E. Fuchs dated January 5, 2011.
99.1 Press
Release dated January 7, 2011.
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: January
7, 2011
ATS CORPORATION | |||
|
By:
|
/s/ Pamela A. Little | |
Pamela A. Little | |||
Co-Chief Executive Officer & Chief Financial Officer | |||