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
Date of Report: February 1, 2002
(Date of earliest event reported): November 20, 2001
PEC SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-30271 54-1339972
(Commission File No.) (IRS Employer Identification No.)
12750 Fair Lakes Circle
Fairfax, Virginia 22033
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (703) 679-4900
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 20, 2001, PEC Solutions, Inc. ("PEC") acquired all the
outstanding stock of TROY Systems, Inc. ("TROY") pursuant to a Stock Purchase
Agreement dated as of November 20, 2001 (the "Agreement").
Under the terms of the Agreement, the stockholders of TROY received an
aggregate of $15.3 million in cash, subject to certain adjustments as set
forth in the Agreement, and 103,065 shares of PEC common stock. The terms of
the acquisition are more fully described in the Agreement (attached as
Exhibit 2.1 to this report on Form 8-K/A). Certain stockholders of TROY are
also entitled to certain registration rights with respect to their shares as
detailed in the Registration Rights Agreement dated as of November 20, 2001,
among PEC and the stockholders of TROY (attached as Exhibit 4.1 to this
report on Form 8-K/A).
PEC issued a press release announcing the Acquisition on November 20,
2001, which is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Audited Balance Sheet as of December 31, 2000, and related Statement
of Operations, Changes In Stockholders' Equity, and Cash Flows for the year
ended December 31, 2000.
(b) PRO FORMA FINANCAL INFORMATION.
Unaudited Pro Forma Combined Financial Statements and Notes
(c) EXHIBITS
<Table>
2.1 * Stock Purchase Agreement by and among PEC Solutions, Inc.,
TROY Systems, Inc. and the stockholders of TROY Systems, Inc.
dated as of November 20, 2001.
4.1 * Registration Rights Agreement among PEC Solutions, Inc. and
the stockholders of TROY Systems, Inc. dated as of
November 20, 2001.
5.1 Consent of Rubino & McGeehin, Chartered
99.1 * Press Release dated November 20, 2001.
</Table>
* Incorporated herein by reference to the Company's Form 8-K filed on
December 4, 2001.
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 hereunto duly authorized.
PEC SOLUTIONS, INC.
Date: February 1, 2002 By: /s/ Stuart R. Lloyd
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Stuart R. Lloyd
Chief Financial Officer, Senior
Vice President and Director
(Principal Financial Officer and
Accounting Officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Audited Balance Sheet as of December 31, 2000, and
related Statement of Operations, Changes In Stockholders'
Equity, and Cash Flows for the year ended December 31, 2000
2 Unaudited Pro Forma Combined Financial Statements and Notes
5.1 Consent of Rubino & McGeehin, Chartered