UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 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 |
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(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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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 2.01 |
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Completion of Acquisition or Disposition of Assets |
On October 7, 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 Zytel Corporation
(“Zytel”). The Company is filing this Amended Current Report on Form 8-K 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.
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| Item 9.01 |
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Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired
The unaudited financial statements of Zytel as of and for the six month period ended June 30, 2010
are filed with this Form 8-K/A as Exhibit 99.2. The audited financial statements of Zytel as of and
for the fiscal years ended December 31, 2008 and 2009, and the related report of Stegman & Company
are filed with this Form 8-K/A as Exhibit 99.3.
(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 acquisition of Zytel. The unaudited pro forma condensed
consolidated balance sheet as of June 30, 2010 and the unaudited pro forma condensed consolidated
statements of income for the six months ended June 30, 2010 and the twelve months ended December
31, 2009 are filed with this Form 8-K/A as Exhibit 99.4. The unaudited pro forma condensed
consolidated balance sheet as of June 30, 2010 gives effect to the acquisition of Zytel as if it
had occurred as of June 30, 2010. The unaudited pro forma condensed consolidated statements of
income for the six months ended June 30, 2010 and the twelve months ended December 31, 2009 give
effect to the acquisition of Zytel as if it had occurred as of 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 Zytel or the Company.
(d) Exhibits
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2.1 |
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Stock Purchase Agreement, dated September 13, 2010, by and among
Global Defense Technology & Systems, Inc., Zytel Corporation and
Peter K. Krusell (incorporated by reference to the Company’s Current
Report on Form 8-K as filed on October 7, 2010) |
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23.1 |
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Consent of Stegman & Company |
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99.1 |
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Global Defense Technology & Systems, Inc. Press Release, dated
October 4, 2010, announcing the completion of the acquisition of
Zytel Corporation (incorporated by reference to the Company’s
Current Report on Form 8-K as filed on October 7, 2010) |
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99.2 |
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Unaudited financial statements of Zytel Corporation as of and for
the six months ended June 30, 2010 |
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99.3 |
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Audited financial statements of Zytel Corporation as of and for the
years ended December 31, 2008 and 2009, and related report of
Stegman & Company, independent auditors |
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99.4 |
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Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June
30, 2010; Statements of Income for the six months ended June 30,
2010 and the twelve months ended December 31, 2009 |