Attached files
file | filename |
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EX-99.3 - EXHIBIT 99.3 - Vangent, Inc. | c17389exv99w3.htm |
EX-99.4 - EXHIBIT 99.4 - Vangent, Inc. | c17389exv99w4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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): September 15, 2010
VANGENT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-145355 | 20-1961427 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4250 North Fairfax Drive Suite 1200 Arlington, Virginia 22203 |
22203 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (703) 284-5600
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)) |
EXPLANATORY NOTE
This current report on Form 8-K/A amends and supplements Item 9.01, Financial Statements and
Exhibits, of the current report on Form 8-K filed September 21, 2010, by Vangent, Inc. (Vangent),
relating to the completion of the acquisition of Buccaneer Computer Systems & Service, Inc.
(Buccaneer) on September 15, 2010 (Acquisition), and this current report on Form 8-K/A amends
and supplements Item 9.01, Financial Statements and Exhibits, of the current report on Form 8-K/A
filed November 16, 2010. This amendment includes the historical interim financial statements of
Buccaneer for the periods specified in Rule 3-05(b) of Regulation S-X and the unaudited pro forma
interim balance sheet pursuant to Article 11 of Regulation S-X.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The audited consolidated balance sheets of Buccaneer as of December 31, 2009 and 2008, and the
related consolidated statements of income, stockholders equity, and cash flows for the years then
ended, including the notes to financial statements and the report of the independent auditor
thereon, were filed as Exhibit 99.1 to the current report on Form 8-K/A filed November 16, 2010,
and are incorporated by reference into this Item 9.01(a).
The unaudited interim consolidated balance sheets of Buccaneer as of June 30, 2010 and
December 31, 2009, and the related consolidated statements of income and cash flows for the six
months ended June 30, 2010 and 2009, are filed as Exhibit 99.3 to this current report on Form 8-K/A
and are incorporated by reference into this Item 9.01(a).
(b) Pro Forma Financial Information
The unaudited pro forma financial information as of December 31, 2009, for the year ended
December 31, 2009, and for the six months ended July 3, 2010, were filed as Exhibit 99.2 to the
current report on Form 8-K/A filed November 16, 2010, and are incorporated by reference into this
Item 9.01(a).
The unaudited pro forma interim balance sheet information as of July 3, 2010, is furnished as
Exhibit 99.4 to this current report on Form 8-K/A and is incorporated by reference into this Item
9.01(b).
(c) Exhibits
Exhibit No. | Description | |||
2.1 | Agreement and Plan of Merger, dated
August 5, 2010, by and among Vangent,
Inc., VBSCC Acquisition Corp., and
Buccaneer Computer Systems & Service,
Inc. (incorporated by reference to
Exhibit 2.1 to Vangents current report
on Form 8-K filed September 21, 2010) |
|||
23.1 | Consent of Argy, Wiltse & Robinson,
P.C., Independent Auditor of Buccaneer
Computer Systems & Service, Inc.
(incorporated by reference to Exhibit
23.1 to Vangents current report on
Form 8-K/A filed November 16, 2010) |
|||
99.1 | Audited consolidated
balance sheets of
Buccaneer Computer
Systems & Service, Inc.
as of December 31, 2009
and 2008, and the related
consolidated statements
of income, stockholders
equity, and cash flows
for the years then ended
(incorporated by
reference to Exhibit 99.1
to Vangents current
report on Form 8-K/A filed
November 16, 2010). |
|||
99.2 | Unaudited pro forma
financial information as
of December 31, 2009, for
the year ended December
31, 2009, and for the six
months ended July 3, 2010
(incorporated by
reference to Exhibit 99.2
to Vangents current
report on Form 8-K/A filed
November 16, 2010). |
|||
99.3 | Unaudited interim
consolidated balance
sheets of Buccaneer
Computer Systems &
Service, Inc. as of June
30, 2010 and December 31,
2009, and the related
consolidated statements
of income and cash flows
for the six months ended
June 30, 2010 and 2009. |
|||
99.4 | Unaudited pro forma
condensed combined
interim balance sheet
financial information as
of July 3, 2010. |
2
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.
Vangent Inc. |
||||
May 17, 2011 | /s/ Kevin T. Boyle | |||
Kevin T. Boyle | ||||
Senior Vice President, General Counsel and Secretary |
3
EXHIBIT INDEX
Exhibit No. | Description | |||
99.3 | Unaudited interim
consolidated balance
sheets of Buccaneer
Computer Systems &
Service, Inc. as of June
30, 2010 and December 31,
2009, and the related
consolidated statements
of income and cash flows
for the six months ended
June 30, 2010 and 2009. |
|||
99.4 | Unaudited pro forma condensed combined interim balance sheet
financial information as of July 3, 2010. |