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<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B>Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">Date of Report (Date of earliest event
reported): <B>February 21, 2012</B></P>

<P STYLE="font: 18pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>ATS Corporation</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Exact name of registrant as specified in its
charter)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 32%; padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">Delaware</TD>
    <TD STYLE="width: 2%; padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="width: 32%; padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">000-51552</TD>
    <TD STYLE="width: 2%; padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="width: 32%; padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">11-3747850</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">(State or other</P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">jurisdiction of</P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">incorporation)</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">(Commission File Number)</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">(IRS Employer</P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Identification No.)</P></TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>7925 Jones Branch Drive,</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>McLean, Virginia 22102</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">(Address of principal executive offices,
zip code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">Registrant&rsquo;s telephone number,
including area code: <B>(571) 766-2400</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Not Applicable</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">(Former name or former address, if changed
since last report)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt">Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.25in; text-indent: -0.25in"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT> Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.25in; text-indent: -0.25in"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT> Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.25in; text-indent: -0.25in"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT> Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0pt 0.25in; text-indent: -0.25in"><FONT STYLE="font-family: Wingdings 2">&#163;</FONT> Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 48pt 0.25in; text-indent: -0.25in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 48pt 0.25in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0pt 0.25in; text-indent: -0.25in"><B>Item 1.01. Entry into
a Material Definitive Agreement.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0pt 0.25in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">On February 21, 2012, ATS Corporation,
a Delaware corporation (the &ldquo;Company&rdquo;), entered into an Agreement and Plan of Merger (the &ldquo;Merger Agreement&rdquo;)
with Salient Federal Solutions, Inc., a Delaware corporation (&ldquo;Salient&rdquo;), and Atlas Merger Subsidiary, Inc., a Delaware
corporation and a direct wholly owned subsidiary of Salient (&ldquo;Merger Sub&rdquo;), pursuant to which, among other things,
Merger Sub will commence a tender offer for all of the outstanding shares of common stock of the Company, subject to the terms
and conditions of the Merger Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>Merger Agreement</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Pursuant to the Merger Agreement, and
upon the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the &ldquo;Offer&rdquo;) within
five (5) business days of execution of the Merger Agreement to acquire all of the outstanding shares of Company common stock, par
value $0.0001 per share (&ldquo;Common Stock&rdquo;), at a price of $3.20 per share, net to the selling stockholders in cash, without
interest (the &ldquo;Offer Price&rdquo;). Following the consummation of the Offer, and subject to the satisfaction or waiver of
certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the &ldquo;Merger&rdquo;)
and the Company will become a wholly owned subsidiary of Salient. The Merger Agreement also provides that the Merger may be consummated
regardless of whether the Offer is completed, but if the Offer is not completed, the Merger will be able to be consummated only
after the stockholders of the Company have adopted the Merger Agreement at a meeting of stockholders. At the effective time of
the Merger, the shares of Common Stock not purchased pursuant to the Offer (other than shares held by the Company, Salient, Merger
Sub or by stockholders of the Company who have perfected their statutory rights of appraisal under Delaware law) will be converted
into the right to receive an amount in cash, without interest, equal to the Offer Price.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">The Merger Agreement includes customary
representations, warranties and covenants by the respective parties. The Company has agreed to operate its business in the ordinary
course until the Offer is consummated. The Company has also agreed not to solicit or initiate discussions with third parties regarding
other proposals to acquire the Company, subject to specified exceptions. The Merger Agreement also includes customary termination
provisions for both the Company and Salient and provides that, in connection with the termination of the Merger Agreement under
specified circumstances, the Company may be required to pay Salient a termination fee of $1.5 million (plus expenses up to $1.0
million). In connection with the termination of the Merger Agreement under other specified circumstances, Salient may be required
to pay the Company a reverse termination fee of $2.75 million (plus expenses up to $1.0 million).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Consummation of the Offer is subject
to various conditions, including, among others, the expiration or termination of the applicable waiting period under the United
States Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions, each as described in the Merger Agreement.
In addition, it is also a condition to the consummation of the Offer that at least 75% of the outstanding shares of Common Stock
on a fully diluted basis shall have been validly tendered and not withdrawn in accordance with the terms of the Offer. Subject
to the terms of the Merger Agreement, the Company has granted Merger Sub an irrevocable option, which shall be exercised following
consummation of the Offer, to purchase that number of newly-issued shares of Common Stock that is equal to one share more than
the amount needed to give Merger Sub ownership of 90% of the outstanding shares of Common Stock (determined on a basis that takes
into account options that are vested and exercised prior to the consummation of the offer) (the &ldquo;Top-Up Option&rdquo;). If
Salient and Merger Sub acquire at least 90% of the outstanding shares of Common Stock, including through the exercise of the Top-Up
Option, the parties have agreed to take all necessary and appropriate action to complete the Merger through the &ldquo;short form&rdquo;
procedures available under Delaware law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>Stockholder Agreements</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">In connection with the execution and
delivery of the Merger Agreement, certain directors of the Company and certain stockholders of the Company (collectively, the &ldquo;Stockholders&rdquo;),
entered into stockholder agreements and undertaking agreements, respectively, with Salient (the &ldquo;Stockholder Agreements&rdquo;)
pursuant to which each of the Stockholders agreed, among other things, to tender shares aggregating 40% of the outstanding Common
Stock pursuant to the Offer and, if necessary, vote such shares in favor of the adoption of the Merger Agreement. The Stockholder
Agreements terminate in the event the Merger Agreement is terminated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>Additional Information</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">The foregoing descriptions of the Merger
Agreement and Stockholder Agreements are not complete descriptions of all of the parties&rsquo; rights and obligations under the
agreements. The above descriptions are qualified in their entirety by reference to the Merger Agreement, a copy of which is filed
as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the Stockholder Agreements, copies
of which are filed as Exhibits 2.2, 2.3, 2.4, 2.5, 2.6, 2.7 and 2.8 to this Current Report on Form 8-K and are incorporated herein
by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">The Merger Agreement and the Stockholder
Agreements have been included to provide investors and stockholders with information regarding their terms. They are not intended
to provide any other factual information about the Company. Each agreement contains representations and warranties that the parties
to each such agreement made to and solely for the benefit of each other. The assertions embodied in the representations and warranties
in the Merger Agreement are qualified by information contained in the confidential disclosure letter that the Company delivered
in connection with signing the Merger Agreement. Investors are not third-party beneficiaries under the Merger Agreement and should
not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they
were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure letter. Moreover,
information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in the Company&rsquo;s public disclosures.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>Item 2.02. Results of Operation and Financial Condition</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">On February 21, 2012, the Company announced
its unaudited financial results for the fourth quarter and year ended December 31, 2011.&nbsp;&nbsp;The press release containing
the announcement is attached hereto as Exhibit 99.1.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">(e) On February 20, 2012, the Company
determined that it will pay a one-time cash bonus of $123,333 to Pamela Little, its Co-Chief Executive Officer and Chief Financial
Officer, and $95,000 to John Hassoun, its Co-Chief Executive Officer, to be conditioned upon and paid only upon consummation of
the contemplated transaction. These bonus amounts represent four months of each executive officer&rsquo;s base salary and were
awarded in recognition of Ms. Little&rsquo;s and Mr. Hassoun&rsquo;s service to the Company and their efforts in connection with
the Company&rsquo;s strategic evaluation and the contemplated transaction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>Item 8.01. Other Events.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">On February 21, 2012, the Company issued
a press release announcing the execution of the Merger Agreement and the Stockholder Agreements.<B> </B> A copy of the press release
is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>Important Information</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">This announcement is neither an offer
to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Company&rsquo;s
common stock described in this announcement has not yet commenced. At the time the tender offer is commenced, Salient will file
a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (the &ldquo;SEC&rdquo;) and the Company
will file a solicitation/recommendation statement on Schedule 14D-9. The tender offer statement (including an offer to purchase,
a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important
information that the Company&rsquo;s stockholders should read carefully before any decision is made with respect to the tender
offer. Those materials will be made available to the Company&rsquo;s stockholders at no expense to them. In addition, all of those
materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC&rsquo;s website at <U>http://www.sec.gov</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>Forward-Looking Statements</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Statements in this Current Report on
Form 8-K may contain, in addition to historical information, certain forward-looking statements. All statements included in this
Current Report on Form 8-K concerning activities, events or developments that the Company and Salient expect, believe or anticipate
will or may occur in the future are forward-looking statements within the meaning of The Private Securities Litigation Reform
Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various
important factors. Forward-looking statements are based on current expectations and projections about future events and involve
known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different
from any future results or performance expressed or implied by forward-looking statements, including the risk that the tender
offer will not close because of a failure to satisfy one or more of the closing conditions and that the Company&rsquo;s business
will be adversely impacted during the pendency of the tender offer. Additional information on these and other risks, uncertainties
and factors is included in the Company&rsquo;s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 17, 2011. In addition, the forward-looking statements included in this Current Report in Form 8-K represent our views
as of February 21, 2012. Subsequent events and developments may cause our views to change. However, while we may elect to update
these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing our views as of any date subsequent to February 21, 2012.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>Item 9.01. <FONT STYLE="font-size: 10pt"> </FONT>Financial
Statements and Exhibits</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">(d)&#9;Exhibits.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 15%; padding-right: 5.4pt; padding-left: 5.4pt">
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; border-bottom: Black 0.5pt solid"><B>Exhibit No.</B></P></TD>
    <TD STYLE="width: 85%; padding-right: 5.4pt; padding-left: 5.4pt">
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; border-bottom: Black 0.5pt solid"><B>Description</B></P></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">2.1</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Agreement and Plan of Merger, dated as of February 21, 2012, by and
    among     Salient Federal Solutions, Inc., Atlas Merger Subsidiary, Inc. and ATS Corporation</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,255,204)">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">2.2</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Stockholders&rsquo; Agreement, dated as of February 21, 2012, by  and
    among Joel R. Jacks,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">2.3</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Stockholders&rsquo; Agreement, dated as of February 21, 2012, by  and
    among Peter M. Schulte, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,255,204)">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">2.4</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Stockholders&rsquo; Agreement, dated as of February 21, 2012, by  and
    among Dr. Edward H. Bersoff, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">2.5</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Undertaking Agreement, dated as of February 21, 2012, by and  among
    Lampe, Conway  and Co., LLC,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,255,204)">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">2.6</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Undertaking Agreement, dated as of February 21, 2012, by and  among
    Revelation Special Situations Fund Ltd.,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">2.7</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Undertaking Agreement, dated as of February 21, 2012, by and  among
    Carl Marks &amp; Co., Inc. and other parties,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,255,204)">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">2.8</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Undertaking Agreement, dated as of February 21, 2012, by and  among
    Minerva Group, LP,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">99.1</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Earnings Press Release, dated February 21, 2012</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,255,204)">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">99.2</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Merger Agreement Press Release, dated February 21, 2012</TD></TR>
</TABLE>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">&nbsp;<B>Signatures</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">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.</P>

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    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="padding-right: 5.4pt; padding-left: 5.4pt">ATS CORPORATION</TD></TR>
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    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
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    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Date: February 21, 2012</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">By:</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-decoration: underline">/s/ Pamela A. Little</TD></TR>
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    <TD STYLE="width: 48%; padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="width: 5%; padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="width: 5%; padding-right: 5.4pt; padding-left: 5.4pt">Name:</TD>
    <TD STYLE="width: 42%; padding-right: 5.4pt; padding-left: 5.4pt">Pamela A. Little</TD></TR>
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    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Title:</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Co-Chief Executive Officer and Chief Financial Officer</TD></TR>
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{"company-data": {"conformed-name": "ATS CORP", "cik": "0001325460", "assigned-sic": "8742", "irs-number": "113747950", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-34595", "film-number": "12625160"}, "business-address": {"street1": "7925 JONES BRANCH DRIVE", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "571-766-2400"}, "mail-address": {"street1": "7925 JONES BRANCH DRIVE", "city": "MCLEAN", "state": "VA", "zip": "22102"}, "former-company": {"former-conformed-name": "Federal Services Acquisition CORP", "date-changed": "20050429"}}
UNITED STATES
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 21, 2012
ATS Corporation
(Exact name of registrant as specified in its
charter)
Delaware
000-51552
11-3747850
(State or other
jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
7925 Jones Branch Drive,
McLean, Virginia 22102
(Address of principal executive offices,
zip code)
Registrant's telephone number,
including area code:
(571) 766-2400
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into
a Material Definitive Agreement.
On February 21, 2012, ATS Corporation,
a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Salient Federal Solutions, Inc., a Delaware corporation ("Salient"), and Atlas Merger Subsidiary, Inc., a Delaware
corporation and a direct wholly owned subsidiary of Salient ("Merger Sub"), pursuant to which, among other things,
Merger Sub will commence a tender offer for all of the outstanding shares of common stock of the Company, subject to the terms
and conditions of the Merger Agreement.
Merger Agreement
Pursuant to the Merger Agreement, and
upon the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the "Offer") within
five (5) business days of execution of the Merger Agreement to acquire all of the outstanding shares of Company common stock, par
value $0.0001 per share ("Common Stock"), at a price of $3.20 per share, net to the selling stockholders in cash, without
interest (the "Offer Price"). Following the consummation of the Offer, and subject to the satisfaction or waiver of
certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger")
and the Company will become a wholly owned subsidiary of Salient. The Merger Agreement also provides that the Merger may be consummated
regardless of whether the Offer is completed, but if the Offer is not completed, the Merger will be able to be consummated only
after the stockholders of the Company have adopted the Merger Agreement at a meeting of stockholders. At the effective time of
the Merger, the shares of Common Stock not purchased pursuant to the Offer (other than shares held by the Company, Salient, Merger
Sub or by stockholders of the Company who have perfected their statutory rights of appraisal under Delaware law) will be converted
into the right to receive an amount in cash, without interest, equal to the Offer Price.
The Merger Agreement includes customary
representations, warranties and covenants by the respective parties. The Company has agreed to operate its business in the ordinary
course until the Offer is consummated. The Company has also agreed not to solicit or initiate discussions with third parties regarding
other proposals to acquire the Company, subject to specified exceptions. The Merger Agreement also includes customary termination
provisions for both the Company and Salient and provides that, in connection with the termination of the Merger Agreement under
specified circumstances, the Company may be required to pay Salient a termination fee of $1.5 million (plus expenses up to $1.0
million). In connection with the termination of the Merger Agreement under other specified circumstances, Salient may be required
to pay the Company a reverse termination fee of $2.75 million (plus expenses up to $1.0 million).
Consummation of the Offer is subject
to various conditions, including, among others, the expiration or termination of the applicable waiting period under the United
States Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions, each as described in the Merger Agreement.
In addition, it is also a condition to the consummation of the Offer that at least 75% of the outstanding shares of Common Stock
on a fully diluted basis shall have been validly tendered and not withdrawn in accordance with the terms of the Offer. Subject
to the terms of the Merger Agreement, the Company has granted Merger Sub an irrevocable option, which shall be exercised following
consummation of the Offer, to purchase that number of newly-issued shares of Common Stock that is equal to one share more than
the amount needed to give Merger Sub ownership of 90% of the outstanding shares of Common Stock (determined on a basis that takes
into account options that are vested and exercised prior to the consummation of the offer) (the "Top-Up Option"). If
Salient and Merger Sub acquire at least 90% of the outstanding shares of Common Stock, including through the exercise of the Top-Up
Option, the parties have agreed to take all necessary and appropriate action to complete the Merger through the "short form"
procedures available under Delaware law.
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Stockholder Agreements
In connection with the execution and
delivery of the Merger Agreement, certain directors of the Company and certain stockholders of the Company (collectively, the "Stockholders"),
entered into stockholder agreements and undertaking agreements, respectively, with Salient (the "Stockholder Agreements")
pursuant to which each of the Stockholders agreed, among other things, to tender shares aggregating 40% of the outstanding Common
Stock pursuant to the Offer and, if necessary, vote such shares in favor of the adoption of the Merger Agreement. The Stockholder
Agreements terminate in the event the Merger Agreement is terminated.
Additional Information
The foregoing descriptions of the Merger
Agreement and Stockholder Agreements are not complete descriptions of all of the parties' rights and obligations under the
agreements. The above descriptions are qualified in their entirety by reference to the Merger Agreement, a copy of which is filed
as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the Stockholder Agreements, copies
of which are filed as Exhibits 2.2, 2.3, 2.4, 2.5, 2.6, 2.7 and 2.8 to this Current Report on Form 8-K and are incorporated herein
by reference.
The Merger Agreement and the Stockholder
Agreements have been included to provide investors and stockholders with information regarding their terms. They are not intended
to provide any other factual information about the Company. Each agreement contains representations and warranties that the parties
to each such agreement made to and solely for the benefit of each other. The assertions embodied in the representations and warranties
in the Merger Agreement are qualified by information contained in the confidential disclosure letter that the Company delivered
in connection with signing the Merger Agreement. Investors are not third-party beneficiaries under the Merger Agreement and should
not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they
were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure letter. Moreover,
information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 2.02. Results of Operation and Financial Condition
On February 21, 2012, the Company announced
its unaudited financial results for the fourth quarter and year ended December 31, 2011.  The press release containing
the announcement is attached hereto as Exhibit 99.1.
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3
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Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On February 20, 2012, the Company
determined that it will pay a one-time cash bonus of $123,333 to Pamela Little, its Co-Chief Executive Officer and Chief Financial
Officer, and $95,000 to John Hassoun, its Co-Chief Executive Officer, to be conditioned upon and paid only upon consummation of
the contemplated transaction. These bonus amounts represent four months of each executive officer's base salary and were
awarded in recognition of Ms. Little's and Mr. Hassoun's service to the Company and their efforts in connection with
the Company's strategic evaluation and the contemplated transaction.
Item 8.01. Other Events.
On February 21, 2012, the Company issued
a press release announcing the execution of the Merger Agreement and the Stockholder Agreements.
A copy of the press release
is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Information
This announcement is neither an offer
to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Company's
common stock described in this announcement has not yet commenced. At the time the tender offer is commenced, Salient will file
a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (the "SEC") and the Company
will file a solicitation/recommendation statement on Schedule 14D-9. The tender offer statement (including an offer to purchase,
a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important
information that the Company's stockholders should read carefully before any decision is made with respect to the tender
offer. Those materials will be made available to the Company's stockholders at no expense to them. In addition, all of those
materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's website at
http://www.sec.gov
.
Forward-Looking Statements
Statements in this Current Report on
Form 8-K may contain, in addition to historical information, certain forward-looking statements. All statements included in this
Current Report on Form 8-K concerning activities, events or developments that the Company and Salient expect, believe or anticipate
will or may occur in the future are forward-looking statements within the meaning of The Private Securities Litigation Reform
Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various
important factors. Forward-looking statements are based on current expectations and projections about future events and involve
known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different
from any future results or performance expressed or implied by forward-looking statements, including the risk that the tender
offer will not close because of a failure to satisfy one or more of the closing conditions and that the Company's business
will be adversely impacted during the pendency of the tender offer. Additional information on these and other risks, uncertainties
and factors is included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 17, 2011. In addition, the forward-looking statements included in this Current Report in Form 8-K represent our views
as of February 21, 2012. Subsequent events and developments may cause our views to change. However, while we may elect to update
these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing our views as of any date subsequent to February 21, 2012.
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4
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Item 9.01.
Financial
Statements and Exhibits
(d)	Exhibits.
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated as of February 21, 2012, by and
    among     Salient Federal Solutions, Inc., Atlas Merger Subsidiary, Inc. and ATS Corporation
2.2
Stockholders' Agreement, dated as of February 21, 2012, by  and
    among Joel R. Jacks,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.
2.3
Stockholders' Agreement, dated as of February 21, 2012, by  and
    among Peter M. Schulte, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.
2.4
Stockholders' Agreement, dated as of February 21, 2012, by  and
    among Dr. Edward H. Bersoff, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.
2.5
Undertaking Agreement, dated as of February 21, 2012, by and  among
    Lampe, Conway  and Co., LLC,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.
2.6
Undertaking Agreement, dated as of February 21, 2012, by and  among
    Revelation Special Situations Fund Ltd.,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.
2.7
Undertaking Agreement, dated as of February 21, 2012, by and  among
    Carl Marks & Co., Inc. and other parties,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.
2.8
Undertaking Agreement, dated as of February 21, 2012, by and  among
    Minerva Group, LP,  Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc.
99.1
Earnings Press Release, dated February 21, 2012
99.2
Merger Agreement Press Release, dated February 21, 2012
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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.
ATS CORPORATION
Date: February 21, 2012
By:
/s/ Pamela A. Little
Name:
Pamela A. Little
Title:
Co-Chief Executive Officer and Chief Financial Officer