Schedule 13D Amendment No. 4

-----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, QFMtNvwOdgnJMSwAE3s3OzxKvL1Ea70gLzOFj+Z9x2dRMsWtw+kbkSKHotaFgjd3 Ktte16nQN7xFHdpU0C3TOA== 0001193125-08-021641.txt : 20080206 0001193125-08-021641.hdr.sgml : 20080206 20080206155440 ACCESSION NUMBER: 0001193125-08-021641 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080206 DATE AS OF CHANGE: 20080206 GROUP MEMBERS: DANIEL COLON, JR. GROUP MEMBERS: PETER M. SCHULTE GROUP MEMBERS: WESLEY GAUS 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 CITY: NEW YORK STATE: NY ZIP: 10022-4775 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: 08581476 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 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

ATS Corporation

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

00211E104

(CUSIP Number)

Joel R. Jacks

900 Third Avenue, 33^rd 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, 14^th floor

Tysons Corner, VA 22182

Attention: James J. Maiwurm

Telephone: (703) 720-7890

October 17, 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. ¨

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).

Page 1 of 13

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) ¨ (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):	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER: 2,156,021⁽¹⁾
		8 SHARED VOTING POWER: 0
		9 SOLE DISPOSITIVE POWER: 2,156,021⁽¹⁾
		10 SHARED DISPOSITIVE POWER: 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,156,021 ⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

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

Page 2 of 13

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) ¨ (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):	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER: 2,177,613⁽¹⁾
		8 SHARED VOTING POWER: 0
		9 SOLE DISPOSITIVE POWER: 2,177,613 ⁽¹⁾
		10 SHARED DISPOSITIVE POWER: 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,177,613 ⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	¨
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.

Page 3 of 13

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) ¨ (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):	¨
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):	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

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

Page 4 of 13

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) ¨ (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):	¨
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):	¨
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.

*	Less than 1%

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Explanatory Note

This Amendment No. 4 (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 and on June 29, 2007 by filings on behalf of Joel R. Jacks, Peter M. Schulte, Wesley Gaus, Sary Awad and Daniel Colon, Jr., and a separate filing on June 29, 2007 on behalf of Dr. Edward Bersoff. This Amendment is being filed by the Reporting Persons (hereinafter defined) to provide updates to certain information with respect to the “group” status, voting power and any deemed beneficial ownership reported in the original Schedule 13D and its amendments. This Amendment is also being filed to report a change in beneficial ownership of more than one percent (1%). Unless otherwise stated, the information set forth in the original Schedule 13D and its amendments remains accurate in all respects.

FSAC Partners, LLC (“FSAC Partners”), previously a filer of the “group,” was dissolved on June 29, 2007. Due to its dissolution, 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 has ended. As a result of its dissolution, FSAC Partners no longer beneficially owns more than five percent of the Common Stock (as defined below) and no longer makes reports or amendments to this Statement. Similarly, upon the dissolution of FSAC Partners, Dr. Edward Bersoff is no longer affiliated with the “group” and makes his schedule reports and amendments separately from the “group,” following such dissolution on June 29, 2007. Sary Awad, a former employee of CM Equity and its affiliates, ended his affiliation with the “group” as of October 17, 2007. Mr. Awad will no longer make reports or amendments to this schedule. Joel Jacks, Peter Schulte, Wesley Gaus and Daniel Colon, Jr. will continue to file as a “group” due to their affiliation with CM Equity, as further described below.

Item 1.

Security and Issuer.

The class of equity securities to which this Schedule 13D/A 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/A 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”),

Wesley Gaus (“Gaus”), and

Daniel Colon, Jr. (“Colon”).

Jacks, Schulte, Gaus 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) 2,156,021 shares of Common Stock, including 1,043,653 shares of Common Stock issuable upon the exercise of warrants, held by Jacks, (ii) 2,177,613 shares of Common Stock, including 1,043,653 shares of Common Stock issuable upon the exercise of warrants, held by Schulte, (iii) 740,530 shares of Common Stock, including 554,930 shares of Common Stock issuable upon the exercise of warrants, held by Gaus, and (iv) 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”).

Effective June 29, 2007, the members of FSAC Partners dissolved the limited liability company. Jacks, Schulte, Gaus and Colon were included among the former members of FSAC Partners, who received shares of ATS

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Corporation common stock upon the dissolution of FSAC Partners. 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 company, CM Equity Management, L.P. Jacks and Schulte are the Managing Partners and founders of CM Equity.

Each of Jacks and Schulte is serving as a director of the Issuer.

The business address of Jacks, Schulte, Gaus and Colon is 900 Third Avenue, 33^rd Floor, New York, New York 10022.

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 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 June 29, 2007, FSAC Partners was dissolved and the former members of FSAC Partners who are current Reporting Persons received the outstanding interests of the limited liability company, comprised entirely of the following shares of common stock of ATS Corporation:


Joel R. Jacks		72,963
Peter M. Schulte		72,963
Wesley Gaus		177,138
Daniel Colon, Jr.		33,135

The only consideration paid for the shares of Common Stock formerly held by FSAC Partners was in payment for shares sold by former FSAC Partners member Robert Hopkins to Jacks, Schulte and Gaus, simultaneously with the dissolution of FSAC Partners. 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 177,138 shares of Common Stock received by Gaus, 8,248 shares were bought from Hopkins at $30,000.

On July 20, 2007, Messrs. Jacks and Schulte received 1,881 and 1,814 shares of Common Stock, respectively, in lieu of cash for director fees for serving on the board of the Issuer. On October 16, 2007, Messrs. Jacks and Schulte received 2,043 and 1,702 shares of Common Stock, respectively, in lieu of cash for director fees for serving on the board of the Issuer.

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 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;

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(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 18,294,943 shares of Common Stock outstanding as of the close of business on November 2, 2007, as reported in the Issuer’s Form 10-Q for the period ended September 30, 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 5,148,524 shares of Common Stock, which represents approximately 24.5% 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 2,156,021 shares of Common Stock, which represents approximately 11.1% 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 2,177,613 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, Gaus may be deemed to be the beneficial owner of an aggregate of 740,530 shares of Common Stock, which represents approximately 3.9% 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, 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.

Page 8 of 13

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 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 or after 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.

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Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1. Joint Filing Agreement

Exhibit 99.2 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 99.3. 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 99.4. 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 99.5. Amendment to Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 99.4 to the Schedule 13D/A filed June 29, 2007 and incorporated herein by reference)

Exhibit 99.6. 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 (included as Exhibit 99.5 to the Schedule 13D/A filed June 29, 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. Wesley Gaus Power of Attorney (included as Exhibit 99.8 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

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

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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: February 6, 2008


JOEL R. JACKS

By:		/s/ Joel R. Jacks
Name:		Joel R. Jacks

PETER M. SCHULTE

By:		/s/ Peter M. Schulte
Name:		Peter M. Schulte

WESLEY GAUS

By:		/s/ Wesley Gaus
Name:		Wesley Gaus

DANIEL COLON, JR.

By:		/s/ Daniel Colon, Jr.
Name:		Daniel Colon, Jr.

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EXHIBIT INDEX


Exhibit Number		Description
99.1		Joint Filing Agreement

99.2		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)

99.3		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)

99.4		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)

99.5		Amendment to Registration Rights Agreement entered into by the Issuer and certain of its stockholders (included as Exhibit 99.4 to the Schedule 13D/A filed June 29, 2007 and incorporated herein by reference)

99.6		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 (included as Exhibit 99.5 to the Schedule 13D/A filed June 29, 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		Wesley Gaus Power of Attorney (included as Exhibit 99.8 to the Schedule 13D filed January 19, 2007 and incorporated herein by reference)

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

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EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agrees that only one statement containing the information required by this Schedule 13D/A, and any further amendments to such Schedule 13D, need be filed with respect to the ownership by each of the undersigned of shares of stock of ATS Corporation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated: February 6, 2008


JOEL R. JACKS

By:		/s/ Joel R. Jacks
Name:		Joel R. Jacks

PETER M. SCHULTE

By:		/s/ Peter M. Schulte
Name:		Peter M. Schulte

WESLEY GAUS

By:		/s/ Wesley Gaus
Name:		Wesley Gaus

DANIEL COLON, JR.

By:		/s/ Daniel Colon, Jr.
Name:		Daniel Colon, Jr.

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