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:
September 13, 1995
VSE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
State or Other Jurisdiction of Incorporation or Organization)
0-3676 54-0649263
(Commission File Number) (I.R.S.Identification Number)
2550 Huntington Avenue
Alexandria, Virginia 22303-1499
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code
(703) 960-4600
VSE CORPORATION
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 29, 1995, VSE Corporation (the "Registrant") acquired all
of the outstanding capital stock of Energetics Incorporated ("Energetics") of
Columbia, Maryland. The stock purchase (the "purchase") was effected pursuant
to a Stock Purchase Agreement dated August 29, 1995, by and among the
Registrant, Energetics and Energetics shareholders ("the selling
shareholders") as listed on the signature pages to the attached Purchase
Agreement.
Under the terms of the purchase, the Registrant acquired 850 shares
of Energetics' stock, which represented all of the issued and outstanding
shares of Energetics' capital stock, in exchange for approximately 3.7 million
dollars. The purchase price was determined by arm's - length negotiations
between VSE and the selling shareholders. Energetics and certain key Energetics
executives also entered into employment agreements dated August 29, 1995
pursuant to which the executives agreed to continue service with Energetics in
their current capacities for a period up to 3 years. The purchase was accounted
for using the pooling of interests method.
Energetics is a professional service organization with experience in
assisting government and industry in conducting effective technology programs,
primarily in the fields of energy use and the environment. Following the
purchase, VSE intends to continue and expand upon the historical Energetics
business and to integrate Energetics' assets with those of VSE.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
A. FINANCIAL STATEMENTS OF ENERGETICS AND PRO FORMA FINANCIAL STATEMENTS OF
VSE CORPORATION.
It is impracticable to provide the financial statements, proforma
financial statements and independent auditor's consent required to be filed
pursuant to this Item 7 with respect to the Exchange and accordingly such items
will be filed as soon as practicable, but in any event not later than 60 days
following the date hereof.
B. EXHIBITS
Exhibit No.
1. A copy of the Registrant's press release regarding the matter
discussed above under Item 2.
2. Stock Purchase Agreement dated August 29, 1995 between VSE,
Energetics, and selling shareholders. The schedules to the
Stock Purchase Agreement have been omitted. VSE agrees to
furnish supplementally a copy of any omitted schedule to the
Commission upon request.
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 thereunto duly authorized.
VSE CORPORATION
(Registrant)
Date: September 13, 1995 C. S. Weber
C. S. Weber, Senior Vice President,
Secretary and Treasurer
(Principal Financial Officer)