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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) :
February 19, 1998 (February 18, 1998)
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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 February 18, 1998, Advanced Communication Systems, Inc. (ACS) signed a
definitive agreement to acquire Advanced Management, Incorporated (AMI). Under
the terms of the agreement, ACS will acquire all of AMI's outstanding shares in
exchange for $19.5 million in cash and additional earn-out payments upon
achievement of certain financial goals in the next twenty-four months. The
acquisition is expected to be finalized within the next 30 days and the
agreement is subject to satisfaction of customary conditions.
AMI provides a wide range of information technology services including complex
computer solutions and management services that address full project life-cycle
from systems planning and requirements analysis to implementation and ongoing
operational support. AMI is headquartered in McLean, Virginia, and has
operations in California, Connecticut, Georgia, Illinois, Maryland,
Massachusetts, New York, Tennessee, Texas, Virginia and Washington, DC.
ACS intends to maintain the current organization structure of AMI and retain
AMI's existing management team. Mr. John Lin, President, will continue in his
management role.
ACS will replace its existing $6.5 million lines of credit with a $35.0 million
credit facility with another bank to finance this acquisition and to provide for
its other working capital needs. This new facility will be secured by all assets
of the Company, including contract receivables, and has various financial
covenants which will require the Company to maintain certain financial ratios.
The loan agreement also will restrict the payment of dividends.
Item 7(c). Exhibits.
99.1 Press Release
News release dated February 18, 1998 announcing the acquisition of Advanced
Management, Incorporated.
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: February 19, 1998 ADVANCED COMMUNICATION SYSTEMS, INC.
/S/ Dev Ganesan
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Dev Ganesan
Executive Vice President, Chief
Financial Officer and Treasurer
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Dev Ganesan
Chief Financial Officer
(703) 934-8130
ACS TO ACQUIRE ADVANCED MANAGEMENT, INC.
Enhances Core Business Areas and non-DoD Presence
Fairfax, Virginia, February 18, 1998, Advanced Communication Systems, Inc. (ACS)
(NASDAQ: ACSC) today announced that it has signed an agreement to acquire all of
the outstanding shares of Advanced Management, Incorporated (AMI) for $19.5
million in cash and additional earn-out payments upon achievement of certain
financial goals in the next twenty-four months. The acquisition is expected to
be finalized within the next 30 days subject to satisfaction of customary
conditions. ACS's management expects the acquisition to be accretive to earnings
immediately.
AMI provides a wide range of information technology services including complex
computer solutions and management services that address full project life-cycle
from systems planning and requirements analysis to implementation and ongoing
operational support. Headquartered in McLean, Virginia, AMI has operations in
California, Connecticut, Georgia, Illinois, Massachusetts, Maryland, New York,
Tennessee, Texas, Virginia and Washington DC. Clients served by AMI include,
among others, Secret Service, FDIC, Army, Customs Service, and Health and Human
Services.
"This strategic acquisition further enhances our information technology
capabilities, particularly in the non-defense sectors," said George A. Robinson,
Chairman of the Board, President and CEO of ACS. "We are excited that we are
able to continue to consolidate superior growth oriented companies to achieve
our strategic goals for our customers, shareholders and employees. We are
furthering our leadership in communications technology while expanding into
related areas in other government agencies."
ACS and AMI management believe this transaction will strengthen both
organizations through growth in the core business areas, particularly in the
rapidly developing communications and information technology markets. Moreover,
each company will gain through the wider and diverse customer base and
cross-utilization of technology and engineering skills.
Robinson said that ACS expects to maintain the current organization structure of
AMI and retain AMI's existing management team. Mr. John Lin, President, will
continue in his management role.
John Lin, President of AMI, stated, "This acquisition has brought together two
companies whose business and customer base complement each other exceedingly
well. We are confident that together we will have a significant impact on future
marketing and business ventures."
The company will hold a conference call at 2:00p.m. (EST), Wednesday, February
18, 1998, to discuss the announcement. To participate please call 1-800-603-5503
and ask to be connected to the ACS conference call, password "ACS."
Advanced Communication Systems provides communication and information technology
services and solutions, predominantly to U.S. government agencies and, to an
increasing 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 filing, which may cause
actual results to differ materially.
Contact: Dev Ganesan, EVP & CFO at (703) 934-8130
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