-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GvOffzEHZ6Y57z3zLmbnJBS1R6gQ01o36XvFYd8n5dDB2mZ7FCMCKEEqnDc0fl0W sQaEenCW/U/IGHPYOGhXLA== 0001104659-07-006008.txt : 20070131 0001104659-07-006008.hdr.sgml : 20070131 20070131105504 ACCESSION NUMBER: 0001104659-07-006008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070131 DATE AS OF CHANGE: 20070131 GROUP MEMBERS: DANIEL COLON, JR. GROUP MEMBERS: DR. EDWARD H. BERSOFF GROUP MEMBERS: FSAC PARTNERS LLC GROUP MEMBERS: PETER M. SCHULTE GROUP MEMBERS: SARY AWAD GROUP MEMBERS: WESLEY GAUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATS CORP CENTRAL INDEX KEY: 0001325460 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 113747950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81087 FILM NUMBER: 07566778 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 BUSINESS PHONE: 212-909-8457 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4775 FORMER COMPANY: FORMER CONFORMED NAME: Federal Services Acquisition CORP DATE OF NAME CHANGE: 20050429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JACKS JOEL R CENTRAL INDEX KEY: 0001339486 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 646-403-9765 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE 33RD FLOOR STREET 2: FEDERAL SERVICES ACQUISITION CORPORATION CITY: NEW YORK STATE: NY ZIP: 10022-4775 SC 13D/A 1 a07-2930_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549
  

 

 

SCHEDULE 13D
  

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

ATS Corporation

(formerly Federal Services Acquisition Corporation)

(Name of Issuer)

 

Common Stock, $.0001 par value

(Title of Class of Securities)

 

00211E104

(CUSIP Number)

 

Joel R. Jacks

900 Third Avenue, 33rd Floor

New York, NY 10022

Telephone:  (212) 909-8400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

with a copy to:

 

Squire, Sanders & Dempsey L.L.P.

8000 Towers Crescent Drive, 14th floor

Tysons Corner, VA 22182

Attention:  James J. Maiwurm

Telephone:  (703) 720-7890

 

January 26, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 




 

CUSIP No. 00211E104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Joel R. Jacks

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,079,134(1)

 

8.

Shared Voting Power
603,750(2)

 

9.

Sole Dispositive Power
2,079,134(1)

 

10.

Shared Dispositive Power
603,750(2)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,682,884(1)(2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
12.8%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)             Includes 1,043,653 shares of common stock issuable upon the exercise of warrants.

(2)             Includes 603,750 shares owned of record by FSAC Partners, LLC.

2




 

CUSIP No. 00211E104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Peter M. Schulte

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,101,134(1)

 

8.

Shared Voting Power
603,750(2)

 

9.

Sole Dispositive Power
2,101,134(1)

 

10.

Shared Dispositive Power
603,750(2)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,704,884(1)(2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
12.9%

 

 

14.

Type of Reporting Person (See Instructions)
IN


(1)             Includes 1,043,653 shares of common stock issuable upon the exercise of warrants.

(2)             Includes 603,750 shares owned of record by FSAC Partners, LLC.

3




 

CUSIP No. 00211E104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Dr. Edward H. Bersoff

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,205,187(1)

 

8.

Shared Voting Power
0(2)

 

9.

Sole Dispositive Power
1,205,187(1)

 

10.

Shared Dispositive Power
0(2)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,187(1)(2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)             Includes 826,072 shares of common stock issuable upon the exercise of warrants.

(2)             Excludes shares owned by FSAC Partners, LLC on the basis that the Reporting Person does not have either voting or dispositive power with respect to such shares.

4




 

CUSIP No. 00211E104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
FSAC Partners, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
603,750(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
603,750(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
603,750(1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN


(1)             FSAC Partners, LLC is the record owner of 603,750 shares.  However, Messrs. Jacks and Schulte have all voting and dispositive power over securities owned by FSAC Partners, LLC.  Accordingly, FSAC Partners, LLC, as such, disclaims any beneficial ownership.

5




 

CUSIP No. 00211E104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Wesley Gaus

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
563,392(1)

 

8.

Shared Voting Power
0(2)

 

9.

Sole Dispositive Power
563,392(1)

 

10.

Shared Dispositive Power
0(2)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
563,392(1)(2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.4%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1)             Includes 554,930 shares of common stock issuable upon the exercise of warrants.

(2)             Excludes shares owned by FSAC Partners, LLC on the basis that the Reporting Person does not have either voting or dispositive power with respect to such shares.

6




 

CUSIP No. 00211E104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sary Awad

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
142,963(1)

 

8.

Shared Voting Power
0(2)

 

9.

Sole Dispositive Power
142,963(1)

 

10.

Shared Dispositive Power
0(2)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
142,963(1)(2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


1)                 Includes 138,732 shares of common stock issuable upon the exercise of warrants.

(2)             Excludes shares owned by FSAC Partners, LLC on the basis that the Reporting Person does not have either voting or dispositive power with respect to such shares.

7




 

CUSIP No. 00211E104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Daniel Colon, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
41,225(1)(2)

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
41,225(1)(2)

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,225(1)(2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
*%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


1)                 Includes 36,995 shares of common stock issuable upon the exercise of warrants.

(2)             Excludes shares owned by FSAC Partners, LLC on the basis that the Reporting Person does not have either voting or dispositive power with respect to such shares.

8




 

Item 1.                                                        Security and Issuer.

The class of equity securities to which this Schedule 13D, Amendment No. 1 (this “Amendment”) relates is the common stock, par value $0.0001 per share (the “Common Stock”), of ATS Corporation, a Delaware corporation formerly known as Federal Services Acquisition Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 7915 Jones Branch Drive, McLean, VA 22102.

Item 2.                                                        Identity and Background.

This Schedule 13D is filed on behalf of each the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Joel R. Jacks (“Jacks”),

Peter M. Schulte (“Schulte”),

Dr. Edward H. Bersoff (“Bersoff”),

FSAC Partners, LLC (“FSAC Partners”),

Wesley Gaus (“Gaus”),

Sary Awad (“Awad”), and

Daniel Colon, Jr. (“Colon”).

Jacks, Schulte, Bersoff, FSAC Partners, Gaus, Awad and Colon are collectively referred to herein as the “Reporting Persons.”  The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.

This Schedule 13D relates to (i) 2,682,884 shares of Common Stock, including 1,043,653 shares of Common Stock issuable upon the exercise of warrants, held by Jacks, (ii) 2,704,884 shares of Common Stock, including 1,043,653 shares of Common Stock issuable upon the exercise of warrants, held by Schulte, (iii) 1,205,187 shares of Common Stock, including 826,072 shares of Common Stock issuable upon the exercise of warrants, held by Bersoff, (iv) 603,750 shares of Common Stock held of record by FSAC Partners, which shares are beneficially owned by Jacks and Schulte, (v) 563,392 shares of Common Stock, including 554,930 shares of Common Stock issuable upon the exercise of warrants, held by Gaus, (vi) 142,963 shares of Common Stock, including 138,732 shares of Common Stock issuable upon the exercise of warrants, held by Awad, and (vii) 41,225 shares of Common Stock, including 36,995 shares of Common Stock issuable upon the exercise of warrants, held by Colon, respectively (collectively, the “Shares”).

Jacks, Schulte, Bersoff, Gaus, Awad and Colon are included among the members of FSAC Partners.  However, since Jacks and Schulte control the voting and disposition of Shares held by FSAC Partners, Bersoff, Gaus, Awad and Colon disclaim beneficial ownership of shares held by FSAC Partners.

Each of Jacks, Schulte and Bersoff is serving as a director of the Issuer. Bersoff is now serving as the Issuer’s Chairman, President and Chief Executive Officer.

The business address of Jacks, Schulte, FSAC Partners, Gaus, Awad and Colon is 900 Third Avenue, 33rd Floor, New York, NY 10022.  Each of these individuals (not including FSAC Partners) is associated with CM Equity Partners.

The business address of Bersoff is 7915 Jones Branch Drive, McLean, Virginia 22102.

During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person identified in response to this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or

9




administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Each of the individual Reporting Persons is a citizen of a United States.  FSAC Partners is a Delaware limited liability company.

Item 3.                                                        Source and Amount of Funds or Other Consideration.

On January 26, 2007 FSAC Partners distributed to its members, for no consideration, the 1,849,764 warrants to purchase Common Stock that had been held by FSAC Partners.  The warrants were distributed as follows:

Bersoff

 

582,676

 

Jacks

 

240,469

 

Schulte

 

240,469

 

Awad

 

138,732

 

Colon

 

36,995

 

Gaus

 

554,930

 

Others

 

55,493

 

 

The beneficial ownership of Common Stock reflected in this Amendment reflects the distribution of such warrants to the Reporting Persons.

10




 

Item 5.                                                        Interest in Securities of the Issuer.

All of the percentages calculated in this Amendment are based on 19,907,558 shares of Common Stock outstanding as of the close of business January 24, 2007.  The percentages reflect, in both the numerator and denominator of the computation as to each beneficial owner, the number of shares of Common Stock issuable upon the exercise of warrants held by each beneficial owner.

All share ownership data in this Item 5 includes shares of Common Stock issuable upon the exercise of warrants beneficially owned by the respective Reporting Persons.

In the aggregate and without duplication, as of the date of this statement, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 6,736,785 shares of Common Stock, which represents approximately 28.6% of the Common Stock outstanding as of the date of this Amendment.  As set forth below, each of the Reporting Persons expressly disclaims beneficial ownership of shares of Common Stock as to which he or it does not have actual voting and dispositive power.

As of the date of this Amendment, FSAC Partners may be deemed to be the beneficial owner of an aggregate of 603,750 shares of Common Stock, which represents approximately 3.0% of the Common Stock outstanding as of the date of this Amendment.  FSAC Partners is the record owner of these securities.  However, Messrs. Jacks and Schulte have all voting and dispositive power over securities owned by FSAC Partners.  Accordingly, FSAC Partners, as such, disclaims any beneficial ownership. Each of Jacks and Schulte disclaims ownership of the shares of Common Stock held by FSAC Partners except to the extent of his pecuniary interest therein.

11




 

As of the date of this Amendment, Jacks may be deemed to be the beneficial owner of an aggregate of 2,682,884 shares of Common Stock, which represents approximately 12.8% of the Common Stock outstanding as of the date of this statement.  Jacks has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 2,079,134 of such shares.

As of the date of this Amendment, Schulte may be deemed to be the beneficial owner of an aggregate of 2,704,884 shares of Common Stock, which represents approximately 12.9% of the Common Stock outstanding as of the date of this statement.  Schulte has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 2,101,134 of such shares.

As of the date of this Amendment, Bersoff may be deemed to be the beneficial owner of an aggregate of 1,205,187 shares of Common Stock, which represents approximately 5.7% of the Common Stock outstanding as of the date of this statement.  Bersoff has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, such shares.

As of the date of this Amendment, Gaus may be deemed to be the beneficial owner of 563,392 shares of Common Stock, which represents approximately 2.4% of the Common Stock outstanding as of the date of this Amendment.  Gaus has the sole power to vote or direct the vote of, and dispose or direct the disposition of, such shares.

As of the date of this Amendment, Awad may be deemed to be the beneficial owner of 142,963 shares of Common Stock, which represents approximately 1% of the Common Stock outstanding as of the date of this Amendment.  Awad has the sole power to vote or direct the vote of, and dispose or direct the disposition of, such shares.

As of the date of this Amendment, Colon may be deemed to be the beneficial owner of 41,225 shares of Common Stock, which represents less than 1% of the Common Stock outstanding as of the date of this Amendment.  Colon has the sole power to vote or direct the vote of, and dispose or direct the disposition of, such shares.

12




 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

Dated:  January 31, 2007

JOEL R. JACKS

 

By:

/s/ Joel R. Jacks

 

Name:

Joel. R. Jacks

 

 

 

PETER M. SCHULTE

 

By:

/s/ Peter M. Schulte

 

Name:

Peter M. Schulte

 

 

 

DR. EDWARD H. BERSOFF

 

By:

/s/ Dr. Edward H. Bersoff

 

Name:

Dr. Edward H. Bersoff

 

 

 

FSAC PARTNERS, LLC

 

By:

/s/ Joel R. Jacks

 

Name:

Joel R. Jacks

 

Title:

Managing Partner

 

 

 

WESLEY GAUS

 

By:

/s/ Wesley Gaus

 

Name:

Wesley Gaus

 

 

 

SARY AWAD

 

By:

/s/ Sary Awad

 

Name:

Sary Awad

 

 

 

DANIEL COLON, JR.

 

By:

/s/ Daniel Colon, Jr.

 

Name:

Daniel Colon, Jr.

 

13



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