0001104659-07-051411.txt : 20070629 0001104659-07-051411.hdr.sgml : 20070629 20070629172236 ACCESSION NUMBER: 0001104659-07-051411 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 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: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] 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: 07952050 BUSINESS ADDRESS: STREET 1: 7915 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 703-506-0088 MAIL ADDRESS: STREET 1: 7915 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 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 a07-17772_2sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

ATS 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

June 29, 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. Joel R. Jacks
I.R.S. Identification Nos. of above persons (entities only)
	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 2,152,097(1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 2,152,097(1)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,152,097(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) 11.2%

	14.	Type of Reporting Person (See Instructions) IN

(1) Includes 1,043,653 shares of common stock issuable upon the exercise of warrants and 72,963 shares of common stock received upon the dissolution of FSAC Partners, LLC, effective June 29, 2007.

CUSIP No. 00211E104

	1.	Names of Reporting Persons. Peter M. Schulte
I.R.S. Identification Nos. of above persons (entities only)
	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 2,174,097(1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 2,174,097(1)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,174,097(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) 11.3%

	14.	Type of Reporting Person (See Instructions) IN

(1) Includes 1,043,653 shares of common stock issuable upon the exercise of warrants and 72,963 shares of common stock received upon the dissolution of FSAC Partners, LLC, effective June 29, 2007.

CUSIP No. 00211E104

	1.	Names of Reporting Persons. Dr. Edward H. Bersoff
I.R.S. Identification Nos. of above persons (entities only)
	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 1,515,974(1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,515,974(1)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,515,974(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) 8.0%

	14.	Type of Reporting Person (See Instructions) IN

(1) Includes 826,072 shares of common stock issuable upon the exercise of warrants, 150,000 restricted shares under the terms of the 2006 Omnibus Incentive Compensation Plan (of which 30,000 (20%) vest on each December 31 commencing December 31, 2007), and 142,787 shares of common stock received upon the dissolution of FSAC Partners, LLC, effective June 29, 2007.

CUSIP No. 00211E104

	1.	Names of Reporting Persons. FSAC Partners, LLC
I.R.S. Identification Nos. of above persons (entities only)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions)

	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(1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0(1)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0(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) 0%

	14.	Type of Reporting Person (See Instructions)

(1) FSAC Partners, LLC, was dissolved effective June 29, 2007 and the shares of ATS Corporation common stock held by the LLC were distributed to its members upon dissolution effectiveness, as disclosed in this Amendment.

CUSIP No. 00211E104

	1.	Names of Reporting Persons. Wesley Gaus
I.R.S. Identification Nos. of above persons (entities only)
	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 740,530(1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 740,530(1)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 740,530(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) 4.0%

	14.	Type of Reporting Person (See Instructions) IN

(1) Includes 554,930 shares of common stock issuable upon the exercise of warrants and 177,138 shares of common stock received upon the dissolution of FSAC Partners, LLC, effective June 29, 2007.

CUSIP No. 00211E104

	1.	Names of Reporting Persons. Sary Awad
I.R.S. Identification Nos. of above persons (entities only)
	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 227,984(1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 227,984(1)

			10.	Shared Dispositive Power 0(1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 227,984(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) 1.2%

	14.	Type of Reporting Person (See Instructions) IN

(1) Includes 138,732 shares of common stock issuable upon the exercise of warrants and 85,021 shares of common stock received upon the dissolution of FSAC Partners, LLC, effective June 29, 2007.

CUSIP No. 00211E104

	1.	Names of Reporting Persons. Daniel Colon, Jr.
I.R.S. Identification Nos. of above persons (entities only)
	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 74,360 (1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 74,360 (1)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 74,360 (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) *%

	14.	Type of Reporting Person (See Instructions) IN

(1) Includes 36,995 shares of common stock issuable upon the exercise of warrants and 33,135 shares of common stock received upon the dissolution of FSAC Partners, LLC, effective June 29, 2007.

* Less than 1%

Explanatory Note

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on January 19, 2007 and amended on January 31, 2007 on behalf of Joel R. Jacks, Peter M. Schulte, Edward H. Bersoff, FSAC Partners, LLC, Wesley Gaus, Sary Awad and Daniel Colon, Jr. This Amendment is being filed as a result of the direct acquisition of shares of Common Stock (hereinafter defined) by the Reporting Persons (hereinafter defined) following the dissolution of FSAC Partners, LLC on June 29, 2007 and related updates to certain information with respect to the “group” status, voting power and any deemed beneficial ownership reported in the original Schedule 13D and Amendment No. 1. Unless otherwise stated, the information set forth in the original Schedule 13D and Amendment No. 1 remains accurate in all respects.

Due to the dissolution of FSAC Partners, LLC, any “group” status, as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, that may have been deemed pursuant to the status as a member of FSAC Partners, LLC has ended. As a result of its dissolution, FSAC Partners LLC no longer beneficially owns more than five percent of the Common Stock and will make no further reports or amendments to this Statement. However, Joel Jacks, Peter Schulte, Wesley Gaus, Sary Awad and Daniel Colon, Jr. will continue to file as a “group” due to their affiliation with CM Equity, as further described below. Edward Bersoff will file his own reports or amendments to this Statement separately if any are required after the date hereof. The Reporting Persons are filing this Amendment to reflect such changes.

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D 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, 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 Amendment relates to (i) 2,152,097 shares of Common Stock, including 1,043,653 shares of Common Stock issuable upon the exercise of warrants, held by Jacks, (ii) 2,174,097 shares of Common Stock, including 1,043,653 shares of Common Stock issuable upon the exercise of warrants, held by Schulte, (iii) 1,515,974 shares of Common Stock, including 826,072 shares of Common Stock issuable upon the exercise of warrants and 150,000 restricted shares, held by Bersoff, (iv) 740,530 shares of Common Stock, including 554,930 shares of Common Stock issuable upon the exercise of warrants, held by Gaus, (v) 227,984 shares of Common Stock, including 138,732 shares of Common Stock issuable upon the exercise of warrants, held by Awad and (vi) 74,360 shares of Common Stock, including 36,995 shares of Common Stock issuable upon the exercise of warrants, held by Colon (collectively, the “Shares”).

FSAC Partners, a Delaware limited liability company, was formed in May of 2005 for the exclusive purpose of acquiring, holding, voting and ultimately disposing of common or preferred stock, warrants or other securities of ATS Corporation. The former business address of FSAC Partners was 900 Third Avenue, 33rd Floor, New York, NY 10022. Effective June 29, 2007, the members of FSAC Partners dissolved the limited liability company. Jacks, Schulte, Bersoff, Gaus, Awad and Colon were included among the former members of FSAC Partners, who received shares of ATS Corporation common stock upon the dissolution of FSAC Partners. With the exception of Bersoff, each of these individuals is associated with CM Equity Partners (“CM Equity”), a company that invests in established middle market companies and manages private equity funds and investments through its management companies, CMLS Management, L.P. and CM Equity Management, L.P. Jacks and Schulte are the Managing Partners and founders of CM Equity.

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, Gaus, Awad and Colon is 900 Third Avenue, 33rd Floor, New York, NY 10022. The business address of Bersoff is 7915 Jones Branch Drive, McLean, Virginia 22102.

During the past five years, none of the Reporting Persons or FSAC Partners nor, to the best knowledge of the Reporting Persons and FSAC Partners, 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 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 the United States.

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

On March 19, 2007, Bersoff received 150,000 shares of restricted stock under the 2006 Omnibus Incentive Plan, of which 30,000 shares (20%) vest on each December 31 commencing with December 31, 2007.

On June 29, 2007, FSAC Partners was dissolved and the former members of FSAC Partners (with the exception of Robert Hopkins (“Hopkins”) who, simultaneously with the dissolution of FSAC Partners, sold his interest in FSAC Partners to Jacks, Schulte, Bersoff and Gaus as further described below) received the outstanding interests of the limited liability company, comprised entirely of the following shares of common stock of ATS Corporation:

Edward H. Bersoff		142,787
Joel R. Jacks		72,963
Peter M. Schulte		72,963
Wesley Gaus		177,138
Sary Awad		85,021
Daniel Colon, Jr.		33,135

The only consideration paid for the shares of Common Stock formerly held by FSAC Partners was in payment for those shares sold by Hopkins to Jacks, Schulte, Bersoff and Gaus. Of the total 72,963 shares received by each of Jacks and Schulte, 35,294 were bought from Hopkins at a price of $128,359.34 each. Of the 142,787 shares of Common Stock received by Bersoff, 35,294 shares were bought from Hopkins at a price of $128,359.34. Of the 177,138 shares of Common Stock received by Gaus, 8,248 shares were bought from Hopkins at $30,000.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire additional

shares of Common Stock. The Reporting Persons reserve the right to, and may in the future choose to, change their purpose with respect to their investment and take such actions as they deem appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the shares of Common Stock which they now own or may hereafter acquire.

At the date of this statement, the Reporting Persons, except as set forth in this statement and consistent with Bersoff’s, Jacks’ and Schulte’s positions with the Issuer, have no plans or proposals which would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) Any action similar to any of those actions enumerated above.

Item 5. Interest in Securities of the Issuer.

All of the percentages calculated in this Amendment are based on 18,127,454 shares of Common Stock outstanding as of the close of business on May 15, 2007, as reported in the Issuer’s Form 10-Q for the period ended March 31, 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.

As of the date hereof, FSAC Partners has dissolved and therefore ceased to be the beneficial owner of more than five percent (5%) of the Common Stock. Therefore, this constitutes an exit filing for FSAC Partners and it will make no further reports or amendments to this Statement. Due to the dissolution of FSAC Partners, the Reporting Persons are no longer deemed a “group” for purposes of Section 13(d)(3) and Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended. Rather, going forward the reporting group will be confined to those individuals having an affiliation with CM Equity, which includes all current Reporting Persons, with the exception of Bersoff. Edward Bersoff will file his own reports or amendments to this Statement separately if any are required after the date hereof.

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 6,885,042 shares of Common Stock, which represents approximately 31.6% of the Common Stock outstanding as of the date of this statement. As set forth below, each of the

Reporting Persons expressly disclaims beneficial ownership of shares of Common Stock as to which he does not have actual voting and dispositive power.

As of the date of this Amendment, Jacks may be deemed to be the beneficial owner of an aggregate of 2,152,097 shares of Common Stock, which represents approximately 11.2% 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, all such shares.

As of the date of this Amendment, Schulte may be deemed to be the beneficial owner of an aggregate of 2,174,097 shares of Common Stock, which represents approximately 11.3% 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, all such shares.

As of the date of this Amendment, Bersoff may be deemed to be the beneficial owner of an aggregate of 1,515,974 shares of Common Stock, which represents approximately 8.0% 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, all such shares.

As of the date of this Amendment, Gaus may be deemed to be the beneficial owner of an aggregate of 740,530 shares of Common Stock, which represents approximately 4.0% of the Common Stock outstanding as of the date of this statement. Gaus has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, all such shares.

As of the date of this Amendment, Awad may be deemed to be the beneficial owner of an aggregate of 227,984 shares of Common Stock, which represents approximately 1.2% of the Common Stock outstanding as of the date of this statement. Awad has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, all such shares.

As of the date of this Amendment, Colon may be deemed to be the beneficial owner of 74,360 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 to dispose or direct the disposition of, all such shares.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Prior to the Issuer’s initial public offering, the Issuer issued 5,250,000 shares to its founding stockholders. Prior to the Issuer’s special meeting of stockholders held to vote on the acquisition of ATS, the founding stockholders and the Issuer agreed that if the acquisition were approved at the special meeting and actually closed, the Issuer would redeem one-half of such shares, for a price of $0.0011 per share, promptly after the closing of the acquisition. Such redemptions were effective January 17, 2007. All of the remaining shares issued to the Issuer’s founding stockholders prior to the Issuer’s initial public offering (including an aggregate of 2,598,750 shares owned by Jacks, Schulte, Bersoff and FSAC Partners) remain in escrow with Continental Stock Transfer & Trust Company, as escrow agent, pursuant to an escrow agreement that expires on October 25, 2008 (the “Escrow Agreement”). The Escrow Agreement was amended, effective June 29, 2007, to account for the dissolution of FSAC Partners. Pursuant to the amendment, the members of FSAC Partners distributed their shares of Common Stock formerly held by FSAC Partners to the members of the limited liability company in their individual capacities (with the exception of Hopkins, who, simultaneously with the dissolution of FSAC Partners, sold his interest in FSAC Partners, LLC to Jacks, Schulte, Bersoff and Gaus). Such shares of Common Stock remain in escrow and during the escrow period, these shares cannot be sold, but the founding stockholders will retain all other rights as stockholders, including, without limitation, the right to vote their shares of Common Stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of Common Stock, such dividends will also be placed in escrow.

Jacks, Schulte, Bersoff, FSAC Partners and Arthur L. Money were parties to a registration rights agreement with the Issuer (the “Registration Rights Agreement”) pursuant to which the holders of the majority of such stockholders’ shares purchased prior to the Issuer’s initial public offering will be entitled to make up to two demands that the Issuer register such shares. The Registration Rights Agreement was amended, effective June 29, 2007, to account for the dissolution of FSAC Partners. The holders of a majority of such shares may elect to exercise these registration rights at any time after the date on which these shares of common stock are released from escrow, October 25, 2008. In addition, these stockholders have certain “piggy-back” registration rights on registration statements filed subsequent to the date on which these shares of Common Stock are released from escrow. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.

Each warrant entitles the registered holder to purchase one share of the Issuer’s Common Stock at a price of $5.00 per share, subject to adjustment as discussed below, at any time commencing on January 16, 2007.

The warrants will expire on October 19, 2009 at 5:00 p.m., New York City time.

The Issuer may call the warrants for redemption:

· in whole and not in part;

· at a price of $0.01 per warrant at any time after the warrants become exercisable;

· upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

· if, and only if, the reported last sale price of the Common Stock equals or exceeds $8.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day before we send notice of redemption to warrant holders.

The right to exercise the warrants will be forfeited unless they are exercised before the date specified in the notice of redemption. On and after the redemption date, the record holder of a warrant will have no further rights except to receive, upon surrender of the warrants, the redemption price.

The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or a recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their exercise prices.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1. Specimen warrant certificate (included as Exhibit 4.3 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

Exhibit 99.2. Form of Escrow Agreement entered into by the Issuer and certain of its stockholders and Continental Stock Transfer & Trust Company (included as Exhibit 10.17 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

Exhibit 99.3. Form of Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 10.14 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

Exhibit 99.4. Form of Amendment to Registration Rights Agreement entered into by the Issuer and certain of its stockholders

Exhibit 99.5. Form of Amended and Restated Stock Escrow Agreement entered into by the Issuer, the former members of FSAC Partners, LLC, certain stockholders of the Issuer and Continental Stock Transfer & Trust Company

Exhibit 99.6. Joint Filing Agreement (included as Exhibit 99.3 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

Exhibit 99.7. Joel R. Jacks Power of Attorney (included as Exhibit 99.4 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

Exhibit 99.8. Peter M. Schulte Power of Attorney (included as Exhibit 99.5 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

Exhibit 99.9. Dr. Edward H. Bersoff Power of Attorney (included as Exhibit 99.6 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

Exhibit 99.10. FSAC Partners LLC Power of Attorney (included as Exhibit 99.7 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

Exhibit 99.11. Wesley Gaus Power of Attorney (included as Exhibit 99.8 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

Exhibit 99.12. Sary Awad Power of Attorney (included as Exhibit 99.9 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

Exhibit 99.13. Daniel Colon, Jr. Power of Attorney (included as Exhibit 99.10 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

SIGNATURE

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

Dated: June 29, 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:	Liquidator


	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.

EXHIBIT INDEX

Exhibit
Number		Description

99.1		Specimen warrant certificate (included as Exhibit 4.3 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

99.2		Form of Escrow Agreement entered into by the Issuer and certain of its stockholders and Continental Stock Transfer & Trust Company (included as Exhibit 10.17 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

99.3		Form of Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 10.14 to the Issuer’s Registration Statement on Form S-1, as amended (Registration No. 333-124638), and incorporated herein by reference)

99.4		Form of Amendment to Registration Rights Agreement entered into by the Issuer and certain of its stockholders

99.5		Form of Amended and Restated Stock Escrow Agreement entered into by the Issuer, the former members of FSAC Partners, LLC, certain stockholders of the Issuer and Continental Stock Transfer & Trust Company

99.6		Joint Filing Agreement (included as Exhibit 99.3 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

99.7		Joel R. Jacks Power of Attorney (included as Exhibit 99.4 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

99.8		Peter M. Schulte Power of Attorney (included as Exhibit 99.5 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

99.9		Dr. Edward H. Bersoff Power of Attorney (included as Exhibit 99.6 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

99.10		FSAC Partners, LLC Power of Attorney (included as Exhibit 99.7 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

99.11		Wesley Gaus Power of Attorney (included as Exhibit 99.8 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

99.12		Sary Awad Power of Attorney (included as Exhibit 99.9 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

99.13		Daniel Colon, Jr. Power of Attorney (included as Exhibit 99.10 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

EX-99.4 2 a07-17772_2ex99d4.htm EX-99.4

Exhibit 99.4

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated June 29, 2007, is entered into by and among ATS Corporation, formerly Federal Services Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor,” and collectively, the “Investors”).

WHEREAS, the Company and certain investors comprised of FSAC Partners, LLC and Joel R. Jacks, Peter M. Schulte, Edward H. Bersoff and Arthur L. Money entered into an initial Registration Rights Agreement, effective October 19, 2005.

WHEREAS, FSAC Partners, LLC is in the process of being dissolved and the members of FSAC Partners, LLC desire to distribute the shares of Company common stock currently held by FSAC Partners, LLC to the members of the limited liability company in their individual capacities (with the exception of Mr. Robert Hopkins, who is, simultaneously with the dissolution of FSAC Partners, LLC, selling his current interest in FSAC Partners, LLC to Messrs. Joel Jacks, Peter Schulte, Edward Bersoff and Wesley Gaus), and amend this Agreement accordingly.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to the Registration Rights Agreement. To reflect the intention of the parties that the individual former members of FSAC Partners, LLC (excluding Mr. Hopkins) acquire by distribution the Company’s shares of common stock held by FSAC Partners, LLC, as well as reflect changes in the Company name, address and counsel since the initial Registration Rights Agreement, Section 6.3 and Exhibit A thereto shall be amended and restated in its entirety, effective as of the date hereto, as follows:

“6.3. Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile, provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

ATS Corporation
7915 Jones Branch Drive
McLean, VA 22102
Attention: Chairman

with a copy to:

Squire Sanders & Dempsey L.L.P.

14th Floor

8000 Towers Crescent Drive

Tysons Corner, VA 22182-2700

Attn: James J. Maiwurm

To an Investor, to:

the addresses set forth in the Company’s records

2. Reference to and Effect on the Registration Rights Agreement. Upon the due execution and delivery of this Agreement by the parties hereto, on and after the date hereof, each reference in the Registration Rights Agreement to this “Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Registration Rights Agreement shall mean and be a reference to the Registration Rights Agreement, as amended hereby. Except as specifically amended above and by the signature page below, the Registration Rights Agreement shall remain in full force and effect and is hereby ratified and confirmed.

3. Execution in Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this AMENDMENT TO REGISTRATION RIGHTS AGREEMENT as of the date first written above.

	ATS CORPORATION
	A Delaware Corporation


	By:	/s/ Edward H. Bersoff
	Name:	Edward H. Bersoff
	Title:	Chairman and Chief Executive Officer


	INVESTORS:


	In their capacity as former members of
	FSAC PARTNERS, LLC


	/s/ Joel R. Jacks
	Joel R. Jacks


	/s/ Peter M. Schulte
	Peter M. Schulte


	/s/ Edward H. Bersoff
	Edward H. Bersoff


	/s/ Wesley Gaus
	Wesley Gaus


	/s/ Sary Awad
	Sary Awad


	/s/ Daniel Colon, Jr.
	Daniel Colon, Jr.


	/s/ Robert Hopkins
	Robert Hopkins


	/s/ Erik Metviner
	Erik Metviner


	In their individual capacity:


	/s/ Joel R. Jacks
	Joel R. Jacks


	/s/ Peter M. Schulte
	Peter M. Schulte


	/s/ Edward H. Bersoff
	Edward H. Bersoff


	/s/ Arthur L. Money
	Arthur L. Money

EX-99.5 3 a07-17772_2ex99d5.htm EX-99.5

Exhibit 99.5

AMENDED AND RESTATED STOCK ESCROW AGREEMENT

This STOCK ESCROW AGREEMENT, dated as of June 29, 2007 (“Agreement”), by and among ATS CORPORATION (formerly FEDERAL SERVICES ACQUISITION CORPORATION), a Delaware corporation (“Company”), JOEL R. JACKS, PETER M. SCHULTE, EDWARD H. BERSOFF, WESLEY GAUS, SARY AWAD, DANIEL COLON, JR., ROBERT HOPKINS and ERIK METVINER, in their capacities as the former members of FSAC PARTNERS, LLC (collectively, the “FSAC Members”), and PETER M. SCHULTE, JOEL R. JACKS, EDWARD H. BERSOFF and ARTHUR L. MONEY, in their individual capacities (collectively, the “Initial Stockholders,” and together with the FSAC Members (excluding Mr. Robert Hopkins), the “Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”), hereby amends and restates in its entirety the Stock Escrow Agreement dated as of October 19, 2005 by and among Federal Services Acquisition Corporation, Joel R. Jacks, Peter M. Schulte, Edward H. Bersoff, Arthur L. Money and FSAC Partners, LLC and Continental Stock Transfer & Trust Company.

WHEREAS, the Company entered into an Underwriting Agreement, dated October 19, 2005 (“Underwriting Agreement”), with CRT Capital Group LLC (the “Underwriter”), pursuant to which, among other matters, the Underwriter agreed to purchase 21,000,000 units (“Units”) of the Company. Each Unit consists of one share of the Company’s Common Stock, par value $.0001 per share, and two Warrants, each Warrant to purchase one share of Common Stock, all as more fully described in the Company’s final Prospectus, dated October 19, 2005 (“Prospectus”) comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-124638) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on October 19, 2005 (“Effective Date”).

WHEREAS, the Initial Stockholders and FSAC Partners, LLC agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company in escrow as hereinafter provided.

WHEREAS, this Agreement has been amended to reflect the Company’s consummation of a Business Combination, acquiring all of the outstanding capital stock of Advanced Technology Systems, Inc. effective January 16, 2007 (the “Business Combination”).

WHEREAS, promptly following the Business Combination, the Initial Stockholders agreed to redemption of one-half of their shares of Common Stock issued to them in connection with the organization of the Company.

WHEREAS, FSAC Partners, LLC is in the process of being dissolved and the members of FSAC Partners, LLC desire to distribute the shares of Common Stock of the Company currently held by FSAC Partners, LLC to the members of the limited liability company in their individual capacities (with the exception of Mr. Robert Hopkins, who is, simultaneously with the dissolution of FSAC Partners, LLC, selling his current interest in FSAC Partners, LLC to Messrs. Joel Jacks, Peter Schulte, Edward Bersoff and Wesley Gaus), and amend this Agreement accordingly.

WHEREAS, immediately following the distribution of shares held by FSAC Partners, LLC, the shares of Common Stock subject to this Agreement shall be as set forth opposite the Stockholders’ respective names on Exhibit A attached hereto (collectively, “Escrow Shares”).

WHEREAS, the Company and the Stockholders desire that the Escrow Agent retain the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.

IT IS AGREED:

1. Appointment of Escrow Agent. The Company and the Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

2. Deposit of Escrow Shares. Each of the Stockholders has delivered to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

3. Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the third anniversary of the Effective Date (“Escrow Period”), on which date it shall, upon written instructions from each Stockholder or Company’s counsel, disburse each of the Stockholder’s Escrow Shares to such Stockholders; provided, however, that if, after the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, and release the Escrow Shares to the Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.

4. Rights of Stockholders in Escrow Shares.

4.1. Voting Rights as a Stockholder. Except as herein provided, the Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

4.2. Dividends and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Stockholders, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

4.3. Restrictions on Transfer. During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Shares except (i) by gift to a member of Stockholder’s immediate family or to a trust, the beneficiary of which is a Stockholder or a member of a Stockholder’s immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Stockholder, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permissive transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement. During the Escrow Period, the Stockholders shall not pledge or grant a security interest in the Escrow Shares or grant a security interest in their rights under this Agreement.

5. Concerning the Escrow Agent.

5.1. Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

5.2. Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of the Sections 5.2 and 5.7 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

5.3. Compensation. The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

5.4. Further Assurances. From time to time on and after the date hereof, the Company and the Stockholders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

5.5. Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Share held hereunder. If no new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.

5.6. Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the Company and a majority of the Stockholders, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

5.7. Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

6. Miscellaneous.

6.1. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York.

6.2. Third Party Beneficiaries. Each of the Stockholders hereby acknowledges that the Underwriter is a third party beneficiary of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Underwriter.

6.3. Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to be charged.

6.4. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any the meaning or interpretation thereof.

6.5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.

6.6. Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid,

and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:

If to the Company, to

ATS Corporation

7915 Jones Branch Drive

McLean, VA 22102

Attn: Chairman

If to a Stockholder, to his address set forth in the Company’s records.

and if to the Escrow Agent, to:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, NY 10004

Attn: Chairman

A copy of any notice sent hereunder shall be sent to:

Gusrae, Kaplan & Bruno, PLLC

122 Wall Street

11th Floor

New York, NY 10005

Attn: Scott M. Miller, Esq.

and:

CRT Capital Group LLC

262 Harbor Drive

Stanford, CT 06902

Attn: Christopher Chase, Managing Director

and:

Bingham McCutchen LLP

399 Park Avenue

New York, NY 10022

Attn: Floyd Wittlin, Esq.

and:

Squire Sanders & Dempsey L.L.P.

14th Floor

8000 Towers Crescent Drive

Tysons Corner, VA 22182-2700

Attn: James J. Maiwurm

The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

WITNESS the execution of this Agreement as of the date first above written:

	ATS CORPORATION


	By:	/s/ Edward H. Bersoff
		EDWARD H. BERSOFF
		Chief Executive Officer and President

	In their individual capacity:


	/s/ Peter M. Schulte
	PETER M. SCHULTE


	/s/ Joel R. Jacks
	JOEL R. JACKS


	/s/ Edward H. Bersoff
	EDWARD H. BERSOFF


	/s/ Arthur L. Money
	ARTHUR L. MONEY



	In their capacity as former members of
	FSAC PARTNERS, LLC



	/s/ Joel R. Jacks
	JOEL R. JACKS



	/s/ Peter M. Schulte
	PETER M. SCHULTE


	/s/ Edward H. Bersoff
	EDWARD H. BERSOFF


	/s/ Wesley Gaus
	WESLEY GAUS


	/s/ Sary Awad
	SARY AWAD


	/s/ Daniel Colon, Jr.
	DANIEL COLON, JR.


	/s/ Robert Hopkins
	ROBERT HOPKINS


	/s/ Erik Metviner
	ERIK METVINER


	CONTINENTAL STOCK TRANSFER & TRUST COMPANY


	By:	/s/ Mark Zimkind
		Name: Mark Zimkind
		Title: Vice President

Exhibit A

Escrow Share Amounts Held by “FSAC Members” are as follows:

		Common Stock
		Distribution Amount

Joel R. Jacks		72,963
Peter M. Schulte		72,963
Sary Awad		85,021
Daniel Colon, Jr.		33,135
Wesley Gaus		177,138
Erik Metviner		19,743
Edward H. Bersoff		142,787
Total Shares Held by FSAC Members		603,750

Escrow Share Amounts Held by “Initial Stockholders” are as follows:

Joel R. Jacks		866,250

Peter M. Schulte		866,250

Dr. Edward H. Bersoff		262,500

Arthur L. Money		26,250

Total Shares Held by Initial Stockholders		2,021,250

A-1

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Under the Securities Exchange Act of 1934
(Amendment No. 2)*