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):
March 13, 1998 (February 26, 1998)
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Advanced Communication Systems, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-22737 54-1421222
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(Commission File Number) (IRS Employer Identification No.)
10089 Lee Highway, Fairfax, Virginia 22030
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(Address of Principal Executive Offices) (Zip Code)
(703) 934-8130
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(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisition or Disposition of Assets.
On February 26, 1998, Advanced Communication Systems, Inc., a Delaware
corporation ("ACS"), acquired all the outstanding shares of Advanced Management,
Incorporated, a Virginia corporation ("AMI") pursuant to a Stock Purchase
Agreement, effective as of January 31, 1998, by and between ACS and John Lin
(the "Shareholder") for the initial consideration paid of $19.5 million in cash.
In addition, ACS may pay additional amounts to the shareholder based on the
achievement of certain financial goals by AMI for each of two consecutive twelve
month periods following the closing date of the acquisition. The amount and type
of consideration was determined on the basis of negotiations between ACS and the
Shareholder. ACS financed the acquisition with proceeds from its revolving
credit facility with Nationsbank, N.A. (as described below).
On February 17, 1998, ACS replaced its existing $6.5 million credit facilities
with a $35 million revolving credit facility to finance the acquisition of AMI
and to provide for its other working capital needs. The new facility is secured
by all assets of ACS and its subsidiaries, including contract receivables, and
has various financial covenants which require ACS to maintain specific financial
ratios and imposes certain restrictions on, among other things, the creation or
incurrence of certain indebtedness, preferred stock or liens, the payment of
dividends, mergers and the sale of assets, certain capital expenditures and
certain transactions with and investments in affiliates.
AMI provides a wide range of information technology services including complex
computer solutions and management services that address full project life-cycle
from systems planning and requirements analysis to implementation and ongoing
operational support. AMI is headquartered in McLean, Virginia, and has
operations in California, Connecticut, Georgia, Illinois, Maryland,
Massachusetts, New York, Tennessee, Texas, Virginia and Washington, DC.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It is not practicable to provide the required financial
statements for AMI at this time. The statements will be filed
as an amendment to this report on Form 8-K as soon as they are
prepared and not later than 60 days after the deadline for
filing this Form 8-K.
(b) Pro Forma Financial Information.
It is not practicable to provide the required pro forma
financial statements for ACS at this time. The statements
will be filed as an amendment to this report on Form 8-K as
soon as they are prepared and not later than 60 days after the
deadline for filing this Form 8-K.
(c) Exhibits
10.1 Stock Purchase Agreement by and between ACS and the
Shareholder, dated as of January 31, 1998.
10.2 Credit Agreement between ACS and Nationsbank, N.A.
dated as of February 17, 1998.
10.3 Security Agreement between ACS and Nationsbank, N.A.
dated as of February 17, 1998.
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.
Date: March 13 , 1998 ADVANCED COMMUNICATION SYSTEMS, INC.
/S/ Dev Ganesan
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Dev Ganesan
Executive Vice-President, Chief Financial
Officer and Treasurer