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):
JULY 22, 2003
ATLANTIC DATA SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 000-24193 04-2696393
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
ONE BATTERYMARCH PARK
QUINCY, MASSACHUSETTS 02169
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(617) 770-3333
ITEM 5: OTHER EVENTS AND REQUIRED FD DISCLOSURE
On July 22, 2003, Atlantic Data Services, Inc., a Massachusetts
corporation ("ADS"), announced in a press release that it entered into an
agreement and plan of merger (the "Merger Agreement") with ADS Acquisition
Company LLC, a wholly-owned subsidiary of ADS Parent Acquisition LLC
("Acquisition Parent"). The sole members of Acquisition Parent (the
"Principals") are Robert W. Howe, Chairman and Chief Executive Officer of ADS,
William H. Gallagher, President and Chief Operating Officer (and a director) of
ADS, Lee M. Kennedy, a director of ADS, and affiliates of General Atlantic
Partners, LLC, a global private equity firm that is a major stockholder of ADS.
Under the Merger Agreement, each share of ADS common stock outstanding at the
time of the Merger (other than 3,400,000 shares held by the Principals), will
be converted into the right to receive $3.25 per share in cash or approximately
$32.3 million in the aggregate.
The preceding is qualified in its entirety by reference to the Merger
Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated
herein by reference. A copy of the form of voting agreement that ADS entered
into with each of the Principals is filed herewith as Exhibit 4.1 and is
incorporated herein by reference. In addition, a copy of the press release
regarding the Merger Agreement is incorporated herein by reference.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 21, 2003, by
and among ADS Parent Acquisition LLC, a Massachusetts limited
liability company, ADS Acquisition Company LLC, a
Massachusetts limited liability company, and Atlantic Data
Services, Inc., a Massachusetts corporation
4.1 Form of Voting Agreement, dated as of July 21, 2003, by and
between Atlantic Data Services, Inc., a Massachusetts
corporation, and Stockholder
99.1 Press Release of Atlantic Data Services, Inc. dated July 22,
2003 (incorporated by reference to the press release filed by
Atlantic Data Services, Inc. with the Securities and Exchange
Commission on July 22, 2003 under cover of Schedule 14A)
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SIGNATURES
Pursuant to the requirement 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.
ATLANTIC DATA SERVICES, INC.
Date: July 22, 2003 By: /s/ Paul K. McGrath
-----------------------
Paul K. McGrath
Senior Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No.
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Exhibit 2.1 Agreement and Plan of Merger, dated as of July 21, 2003,
by and among ADS Parent Acquisition LLC, a Massachusetts
limited liability company, ADS Acquisition Company LLC, a
Massachusetts limited liability company, and Atlantic Data
Services, Inc., a Massachusetts corporation
Exhibit 4.1 Form of Voting Agreement, dated as of July 21, 2003, by and
between Atlantic Data Services, Inc., a Massachusetts
corporation, and Stockholder
Exhibit 99.1 Press Release of Atlantic Data Services, Inc. dated July 22,
2003 (incorporated by reference to the press release filed by
Atlantic Data Services, Inc. with the Securities and Exchange
Commission on July 22, 2003 under cover of Schedule 14A)
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