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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) :
November 17, 1997 (November 6, 1997)
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Advanced Communication Systems, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-22737 54-1421222
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(Commission File Number) (IRS Employer Identification No.)
10089 Lee Highway, Fairfax, Virginia 22030
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(Address of Principal Executive Offices) (Zip Code)
(703) 934-8130
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
On November 6, 1997, Advanced Communication Systems, Inc. (ACS) signed a
definitive agreement to acquire Integrated Systems Control, Inc. (ISC). Under
the terms of the agreement, ACS will acquire all of ISC's outstanding shares in
exchange for 475,000 shares of ACS Common stock. The acquisition is expected to
be finalized within the next 30 days and the agreement is subject to
satisfaction of customary conditions.
ISC provides technical and engineering services to the Department of Defense,
primarily the U.S. Navy, in the areas of communications and information
technology. Headquartered in Virginia Beach, Virginia, ISC has operations in
Virginia Beach, San Diego, Charleston, and the Washington, D.C. area and lends
support services from a number of sites worldwide, including Japan, Bahrain,
Honolulu, Italy, and Guam. Among others, its clients include Space and Naval
Warfare Systems Command and Centers, Defense Information Systems Agency Joint
Interoperability Engineering Office, Naval Air Systems Command, U.S. Coast
Guard, and NATO.
ACS intends to maintain the current organization structure of ISC and retain
ISC's existing management team. Howard F. Sparks, President, and Gale Berry,
Vice-President, will continue in their management positions.
Item 7(c). Exhibits.
99.1 Press Release
News release dated November 6, 1997 announcing the acquisition of Integrated
Systems Control, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 17, 1997 ADVANCED COMMUNICATION SYSTEMS, INC.
/S/ Dev Ganesan
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Dev Ganesan
Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Dev Ganesan
Chief Financial Officer
(703) 934-8130
ACS TO ACQUIRE INTEGRATED SYSTEMS CONTROL, INC.
Expands Presence in SATCOM Arena
Fairfax, Virginia, November 6, 1997 - Advanced Communication Systems, Inc. (ACS)
(Nasdaq: ACSC) announced that it has signed a definitive agreement to acquire
all of the outstanding shares of Integrated Systems Control, Inc. (ISC) in
exchange for 475,000 shares of ACS stock. The transaction is expected to be
finalized within the next 30 days subject to satisfaction of customary
conditions.
ISC provides technical and engineering services to the Department of Defense,
primarily the U.S. Navy, in the areas of communications and information
technology. Headquartered in Virginia Beach, Virginia, ISC has operations in
Virginia Beach, San Diego, Charleston, and the Washington, D.C. area and lends
support services from a number of sites worldwide, including Japan, Bahrain,
Honolulu, Italy, and Guam. Among others, its clients include Space and Naval
Warfare Systems Command and Centers, Defense Information Systems Agency Joint
Interoperability Engineering Office, Naval Air Systems Command, U.S. Coast
Guard, and NATO.
"We are extremely pleased with this acquisition and are very enthusiastic about
the potential this strategic combination will offer our customers, shareholders
and employees," said George A. Robinson, Chairman of the Board, President and
CEO of ACS. "This, along with the recent acquisition of RF Microsystems, is a
major event in ACS's strategy to consolidate superior satellite communications
industry capabilities."
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Robinson said that ACS expects to maintain the current organization structure of
ISC and retain ISC's existing management team. Howard F. Sparks, President, and
Gale Berry, Vice President, will continue in their management positions.
Sparks, President of ISC stated, " This merger has brought together two
companies that have a long standing relationship, both from a competitive and
mutually supportive perspective. Together, ACS and ISC present significantly
expanded capabilities to our customers and the combined company will be in a
more competitive position to expand its market share."
Advanced Communication Systems provides communication and information technology
services and solutions, predominantly to U.S. government agencies and to a
lesser extent commercial and international customers. The Company is
headquartered in Fairfax, Virginia and has ten locations in United States and
one in United Kingdom.
Except for statements of historical facts, this news release contains
forward-looking statements about the Company. Such statements are subject to
significant risks and uncertainties including risks associated with acquisition
strategy, government contract procurement and termination risks, management of
growth, and other risks noted in the Company's SEC filings, which may cause
actual results to differ materially.
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