- Notification that Annual Report will be submitted late (NT 10-K)
March 30 2012 - 8:53AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 12b-25
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SEC FILE NUMBER
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NOTIFICATION OF LATE FILING
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001-34595
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CUSIP NUMBER
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00211E104
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(Check One)
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S
Form 10-K
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£
Form 20-F
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£
Form 11-K
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£
Form 10-Q
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£
Form N-SAR
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For the Period Ended:
December 31, 2011
£
Transition
Report on Form 10-K
£
Transition
Report on Form 20-F
£
Transition
Report on Form 11-K
£
Transition
Report on Form 10-Q
£
Transition
Report on Form N-SAR
For the Transition
Period Ended:
Read Instructions (on back page) Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed
to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
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PART I REGISTRANT INFORMATION
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ATS Corporation
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Full Name of Registrant
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Not Applicable
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Former Name if Applicable
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7925 Jones Branch Drive
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Address of Principal Executive Office
(Street and Number)
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McLean, Virginia 22102
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City, State and Zip Code
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PART II RULES 12b-25(b)
AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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S
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, 11-K, or Form N-SAR , or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail the reasons
why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
On February 21, 2012, ATS Corporation,
a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)
among the Company, Salient Federal Solutions, Inc. (“Parent”) and Atlas Merger Subsidiary (“Merger Sub”),
pursuant to which Merger Sub commenced a cash tender offer (the “Offer”) to purchase
all
of the issued and outstanding shares of common stock of the Company at a purchase price of $3.20 per share, net to the seller in
cash, without interest thereon and less any required withholding taxes. The Offer was scheduled to expire at 11:59 pm New York
City time on March 26, 2012 and has been extended to expire at 11:59 pm New York City time on March 29, 2012. Because the efforts
of the Company’s management have been focused on the Offer, the Merger Agreement and the transactions contemplated thereby,
the Company is unable to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 within the prescribed
period of time.
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Pamela A. Little
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571
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766-2400
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).
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S
Yes
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No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes
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No
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Based on the Company’s unaudited results as disclosed
in its earnings release dated February 21, 2012 (the “Earnings Release”), there will be significant changes in the
Company’s results of operations for the fiscal year ended December 31, 2011 as compared to the prior year. The Company reported
unaudited revenue of $91.4 million for the fiscal year ended December 31, 2011 in the Earnings Release. Revenue for the year decreased
$25.3 million, or by 21.7% from revenue of $116.7 million for fiscal year 2010. Revenue from Fannie Mae, a government sponsored
enterprise, decreased by $7.7 million to $7.7 million, or by 50%. Revenue from commercial contracts decreased by $2.9 million to
$9.4 million, or 23.6%. Revenue from civilian and defense contracts decreased by $14.6 million to $74.3 million, or 16.5%.
Unaudited operating income for 2011 was $7.5 million and unaudited
net income for the year was $4.5 million, or $0.19 per diluted share, per the Earnings Release, compared to operating income of
$10.5 million and net income of $7.1 million, or $0.31 per diluted share in 2010.
These decreases are a result of the increasingly difficult federal
budget environment that delayed awards on a number of new contracts the Company is pursuing and postponed development funding or
reduced the initial scope of several sizeable recompetes that the Company won during the year ended December 31, 2011.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
Date
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March 30, 2012
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By
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/s/ Pamela A. Little
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INSTRUCTIONS: The form may be signed by
an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing
the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant
shall be filed with the form.
Intentional misstatements or omissions
of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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