Attached files
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EX-99.3 - EXHIBIT 99.3 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c13418exv99w3.htm |
EX-99.2 - EXHIBIT 99.2 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c13418exv99w2.htm |
EX-99.5 - EXHIBIT 99.5 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c13418exv99w5.htm |
EX-99.4 - EXHIBIT 99.4 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c13418exv99w4.htm |
EX-23.1 - EXHIBIT 23.1 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c13418exv23w1.htm |
EX-23.2 - EXHIBIT 23.2 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c13418exv23w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. )
(Amendment No. )
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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)
Delaware | 001-34551 | 20-4477465 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1501 Farm Credit Drive Suite 2300 McLean, Virginia |
22102 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants 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:
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 2.01 Completion of Acquisition or Disposition of Assets
On December 21, 2010, Global Defense Technology & Systems, Inc. (GTEC or the Company) filed a
Current Report on Form 8-K to report the completion of its acquisition of Signature Government
Solutions, LLC (Signature). The Company is filing this Amended Current Report on Form 8-K/A to
report the financial statements and unaudited pro forma financial information required by Items
9.01(a) and 9.01(b) of Form 8-K, respectively. The unaudited pro forma financial information
provided pursuant to Item 9.01(b) of Form 8-K also reflects the Companys acquisition of Zytel
Corporation (Zytel) as previously disclosed on the Companys Current Report on Form 8-K filed on
October 7, 2010.
Item 9.01 Financial Statements and Exhibits
(a) | Financial Statements of Businesses Acquired |
The unaudited condensed financial statements of Signature as of and for the nine month period ended
September 30, 2010 are filed with this Form 8-K/A as Exhibit 99.2. The audited financial statements
of Signature for the period from commencement of operations (September 1, 2009) through the year
ended December 31, 2009, and the related report of Mayer Hoffman McCann P.C. are filed with this
Form 8-K/A as Exhibit 99.3. The audited carve out financial statements of Signature for the period
January 1, 2009 through August 31, 2009 and the year ended December 31, 2008, and the related
report of Mayer Hoffman McCann P.C. are filed with this Form 8-K/A as Exhibit 99.4.
(b) | Pro Forma Financial Information |
The unaudited pro forma financial information included with this Form 8-K/A has been prepared to
illustrate the pro forma effects of the acquisitions of Signature and Zytel. The unaudited pro
forma condensed consolidating balance sheet as of September 30, 2010 and the unaudited pro forma
condensed consolidating statements of operations for the nine months ended September 30, 2010 and
the twelve months ended December 31, 2009 are filed with this Form 8-K/A as Exhibit 99.5. The
unaudited pro forma condensed consolidating balance sheet as of September 30, 2010 gives effect to
the acquisitions of Signature and Zytel as if they had occurred as of September 30, 2010. The
unaudited pro forma condensed consolidating statements of operations for the nine months ended
September 30, 2010 and the twelve months ended December 31, 2009 give effect to the acquisitions of
Signature and Zytel as if they had occurred on January 1, 2009. All pro forma information in this
Form 8-K/A has been prepared for informational purposes only and is not necessarily indicative of
the past or future results of operations or financial position of Signature, Zytel or the Company.
(d) | Exhibits |
2.1
|
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. (incorporated by reference to the Companys Current Report on Form 8-K as filed on December 21, 2010) | |
23.1*
|
Consent of Mayer Hoffman McCann P.C. regarding the audited financial statements of Signature Government Solutions, LLC for the period from commencement of operations (September 1, 2009) through the year ended December 31, 2009 | |
23.2*
|
Consent of Mayer Hoffman McCann P.C. regarding the audited carve out financial statements of Signature Government Solutions, a wholly owned business unit of Signature Consultants, L.L.C., for the period January 1, 2009 through August 31, 2009 and the year ended December 31, 2008 | |
99.1
|
Global Defense Technology & Systems, Inc. Press Release, dated December 20, 2010, announcing the completion of the acquisition of Signature Government Solutions, LLC (incorporated by reference to the Companys Current Report on Form 8-K as filed on December 21, 2010) | |
99.2*
|
Unaudited condensed financial statements of Signature Government Solutions, LLC as of and for the nine month period ended September 30, 2010 |
99.3*
|
Audited financial statements of Signature Government Solutions, LLC for the period from commencement of operations (September 1, 2009) through the year ended December 31, 2009, and the related report of Mayer Hoffman McCann P.C., independent auditors | |
99.4*
|
Audited carve out financial statements of Signature Government Solutions, LLC for the period January 1, 2009 through August 31, 2009 and the year ended December 31, 2008, and the related report of Mayer Hoffman McCann P.C., independent auditors | |
99.5*
|
Unaudited pro forma condensed consolidated balance sheet as of September 30, 2010; Unaudited pro forma condensed consolidating statements of operations for the nine months ended September 30, 2010 and the twelve months ended December 31, 2009 |
* | filed herewith |
SIGNATURE
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.
GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. |
||||
By: | /s/ John Hillen | |||
Name: | John Hillen | |||
Title: | President and Chief Executive Officer | |||
Dated: March 4, 2011