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: ~~September~~October 1318, 2004

(Date of earliest event reported): ~~September~~October 914, 2004

PEC SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation)

000-30271		54-1339972
(Commission File No.)		(IRS Employer Identification No.)

12730 Fair Lakes Circle Fairfax, Virginia 22033
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (703) 679-4900

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 18 – ~~REGISTRANT’S~~OTHER ~~BUSINESS AND OPERATIONS~~EVENTS

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~On September 9,2004,~~ PEC Solutions, Inc. (“PEC”) has ~~entered~~been ~~into~~notified aby ~~Stock Purchase Agreement (~~the ~~“Stock Purchase~~Drug ~~Agreement”)~~Enforcement ~~with~~Administration ACwithin ~~Technologies,~~the ~~Inc~~U.S. Department of Justice (“~~ACT~~DEA”) ~~and~~that ~~Satya~~PEC ~~Akula,~~was ~~the sole~~not ~~stockholder~~selected ~~of ACT~~ to ~~effect~~receive ~~the~~a ~~acquisition~~follow-on procurement offor ~~all~~a component of ~~the~~PEC’s ~~issued~~current ~~and outstanding~~support ~~capital~~to ~~stock of ACT~~DEA. ~~See Item 2.01 below.~~

~~SECTION~~Management does not expect that this loss will have a material adverse affect on the company’s financial results. The loss does not affect previously issued earnings guidance. The company estimates the maximum impact to 2005 earnings to be approximately 1 to 2 –cents ~~FINANCIAL~~per ~~INFORMATION~~share. From a revenue perspective, the follow-on procurement was reflected in PEC’s pipeline as representing approximately $10 million in potential revenue for 2005.

~~Item~~PEC ~~2.01~~provides ~~Completion~~services to several offices within DEA under a variety of ~~Acquisition~~programs orthat ~~Disposition~~are not impacted by this particular follow-on procurement. In addition, PEC expects to continue to perform under the current program through at least the end of ~~Assets~~November 2004.

In a transaction that was closed simultaneously with the execution of the Stock Purchase Agreement (as described in Item 1.01 above), PEC acquired all of the issued and outstanding capital stock of ACT on September 9, 2004. The purchase price for ACT was $46.7 million in cash, plus $3 million in employee retention bonuses and earnouts. The transaction is subject to certain transaction costs and adjustments as specified in the Stock Purchase Agreement. The cash payment included $16 million that will be used to retire ACT debt. A portion of the purchase price has been placed in escrow. PEC funded this acquisition with cash-on-hand. The purchase price was determined based on arm’s length negotiations among the parties.2

~~ACT, based in Fairfax, Virginia, specializes in software engineering and networking services to government customers, primarily the U.S. Postal Service.~~SIGNATURES

~~The~~Pursuant ~~summary~~to of the ~~transaction~~requirements ~~described~~of ~~above is qualified by reference to~~ the ~~Stock~~Securities ~~Purchase Agreement~~Exchange ~~and~~Act ~~the~~of ~~press~~1934, ~~release announcing~~ the ~~acquisition~~registrant ~~dated~~has ~~September 9,~~duly ~~2004,~~caused ~~which~~this ~~are~~report ~~each~~to ~~attached~~be assigned ~~exhibits~~on ~~hereto~~its ~~and~~behalf ~~incorporated~~ by ~~reference~~the undersigned hereunto duly ~~herein~~authorized.

SECTION 9-FINANCIAL STATEMENTS AND EXHIBITS

		PEC SOLUTIONS, INC.

Date: October 18, 2004	By:	/s/ Stuart R. Lloyd
		Stuart R. Lloyd
		Chief Financial Officer, Senior Vice President, Treasurer and Director (Principal Financial Officer and Accounting Officer)

~~Item 9.01 Financial Statements and Exhibits.~~3

(a) Financial statements of businesses acquired.

The financial statements of AC Technologies, Inc. required to be filed in connection with this Report will be filed by amendment no later than November 22, 2004.

(b) Pro Forma Financial Information.

The pro forma financial information required to be filed in connection with this Report will be filed by amendment no later than November 22, 2004.

2.1 Stock Purchase Agreement by and among PEC Solutions, Inc., AC Technologies, Inc., and Satya Akula, the sole stockholder of AC Technologies, Inc., dated September 9, 2004. Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to the Stock Purchase Agreement are omitted. A list of such exhibits and schedules appears in the table of contents to the Stock Purchase Agreement.

99 Press Release dated September 9, 2004.

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.

		PEC SOLUTIONS, INC.
Date: September 13, 2004	By:	/s/ Stuart R. Lloyd
		Stuart R. Lloyd
		Chief Financial Officer, Senior Vice President, Treasurer and Director (Principal Financial Officer and Accounting Officer)

Filing Compare · PEC SOLUTIONS INC