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): September 13, 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 |
| (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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(Zip Code) |
Registrant’s telephone number,
including area code: (703) 738-2840
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Not
applicable
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| (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 1.01 Entry into a Material Definitive Agreement
On September 13, 2010, Global Defense Technology & Systems, Inc. (“GTEC”) entered into a Stock
Purchase Agreement by and among (i) GTEC, (ii) Zytel Corporation, a Florida corporation (“Zytel”),
and (iii) Peter K. Krusell, the sole stockholder of Zytel (the “Purchase Agreement”). The Purchase
Agreement provides for the purchase by GTEC of all of the outstanding capital stock of Zytel (the
“Acquisition”). The purchase price for the Acquisition is $26,800,000 in cash. The purchase price
is subject to a two-way adjustment based upon whether the working capital of Zytel at the closing
of the acquisition is above or below the target working capital specified in the Agreement. The
Purchase Agreement provides for an escrow of $4,530,000 to be used to satisfy certain
indemnification obligations of Mr. Krusell. Each of the parties to the Purchase Agreement has made
customary representations and warranties and agreed to certain indemnification obligations. The
Purchase Agreement also contemplates a five year non-competition covenant agreed to by Mr. Krusell
and a post-closing consulting relationship between GTEC and Mr. Krusell.
The parties to the Purchase Agreement intend to close the Acquisition after satisfaction of all the
conditions to closing contained in the Purchase Agreement, including (a) the expiration or
termination without the objection of any of the relevant governmental authorities of all applicable
waiting periods (and any extensions thereof), and (b) written confirmation by the Committee on
Foreign Investment in the United States that it has completed its review (or, if applicable,
investigation) under the Exon-Florio Amendment to the Defense Production Act of 1950 and
determined that there are no unresolved national security concerns with respect to the Acquisition.
A copy of the press release, dated September 13, 2010, announcing the signing of the Purchase
Agreement is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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99.1
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Global Defense Technology & Systems, Inc. Press Release, dated
September 13, 2010, announcing the signing of a definitive Stock
Purchase Agreement for the acquisition of Zytel Corporation |
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.
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GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC.
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By: |
/s/ John Hillen
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Name: |
John Hillen |
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Title: |
President and Chief Executive Officer |
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Dated: September 15, 2010