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): March ~~February 21~~30, 2012

ATS Corporation

(Exact name of registrant as specified in its charter)

Delaware		~~000~~001-~~51552~~34595		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 1.0102. ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

OnIn connection ~~February~~with 21the consummation of the Offer (as defined below) on March 30, 2012, ATS Corporation~~, a~~ ~~Delaware corporation~~ (the “Company”), terminated ~~entered~~the ~~into~~Amended anand Restated Credit Agreement, ~~and~~dated ~~Plan~~as of ~~Merger~~June 1, 2010 (~~the~~as ~~“Merger~~amended, ~~Agreement”) with~~supplemented ~~Salient~~or ~~Federal~~otherwise ~~Solutions,~~modified from ~~Inc.,~~time ato ~~Delaware~~time, ~~corporation~~the (“~~Salient~~Credit Agreement”), ~~and~~among ~~Atlas~~the ~~Merger Subsidiary~~Company, ~~Inc.,~~the aseveral ~~Delaware corporation~~banks and aother ~~direct~~financial ~~wholly~~institutions and ~~owned~~lenders ~~subsidiary~~from oftime ~~Salient~~to ~~(“Merger~~time ~~Sub”),~~party ~~pursuant~~thereto toand ~~which,~~Bank ~~among~~of ~~other~~America, ~~things~~N.A., ~~Merger~~ ~~Sub~~in ~~will~~its ~~commence~~capacity aas ~~tender~~administrative ~~offer~~agent. ~~for~~The ~~all~~Credit ofAgreement provided the ~~outstanding~~Company ~~shares~~with ofa ~~common~~credit ~~stock~~facility of ~~the~~up ~~Company,~~to ~~subject~~$55 tomillion. No early termination penalties were incurred by the ~~terms~~Company ~~and~~as ~~conditions~~a result of the ~~Merger Agreement~~termination.

~~Merger~~Item ~~Agreement~~2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

~~Pursuant to the Merger Agreement, and~~The ~~upon~~information ~~the~~contained 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”)~~Item 1.02 ~~Following the consummation~~ of ~~the~~this ~~Offer,~~Current ~~and~~Report ~~subject~~on toForm ~~the~~8-K 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,~~incorporated 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~~reference ~~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~~this ~~right to receive an amount in cash, without interest, equal to the Offer Price~~Item 2.04.

~~The~~Item ~~Merger Agreement includes customary representations, warranties and covenants by the respective parties~~3. ~~The Company has agreed to operate its business in the ordinary course until the Offer is consummated~~01. ~~The~~Notice ~~Company~~of ~~has~~Delisting ~~also agreed not to solicit~~ or ~~initiate~~Failure ~~discussions with third parties regarding other proposals~~ to ~~acquire~~Satisfy 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~~Continued ~~fee~~Listing ofRule ~~$1.5~~or ~~million~~Standard; ~~(plus~~Transfer ~~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~~Listing.~~75 million (plus expenses up to $1.0 million).~~

~~Consummation of the Offer is subject~~In toconnection ~~various~~with ~~conditions, including, among others,~~ the ~~expiration~~closing ~~or termination~~ of the ~~applicable~~Merger ~~waiting~~(as ~~period~~defined ~~under~~below), the ~~United States~~Company ~~Hart-Scott-Rodino~~notified ~~Antitrust~~NYSE ~~Improvements~~Amex ~~Act,~~on ~~and~~March ~~other customary closing conditions~~30, ~~each~~2012 asof ~~described~~the inclosing of the Merger ~~Agreement. In~~and ~~addition,~~requested itthat isNYSE ~~also~~Amex effect a ~~condition~~trading tosuspension ~~the consummation~~ of the ~~Offer~~shares ~~that at least 75%~~ of the ~~outstanding~~Company’s ~~shares~~common ofstock, ~~Common Stock~~par onvalue a$0.0001 ~~fully~~per ~~diluted~~share ~~basis~~(“Company ~~shall~~Common ~~have~~Stock”). ~~been~~As ~~validly~~a ~~tendered~~result, ~~and~~NYSE ~~not~~Amex ~~withdrawn~~will infile ~~accordance~~ with the ~~terms~~Securities ofand ~~the Offer. Subject~~Exchange toCommission (the ~~terms~~“SEC”) ofa ~~the~~notification ~~Merger~~of ~~Agreement,~~removal ~~the~~from ~~Company~~listing ~~has~~on ~~granted~~Form 25 ~~Merger Sub an irrevocable option, which shall be exercised following consummation of the Offer,~~ to ~~purchase~~report that ~~number~~the ~~of newly-issued~~ shares of Company Common Stock ~~that~~are isno ~~equal~~longer tolisted ~~one~~on ~~share~~NYSE ~~more~~Amex ~~than the~~and ~~amount needed to give Merger Sub ownership of 90% of the outstanding~~ shares of Company Common Stock ~~(determined~~will oncease atrading ~~basis~~on ~~that~~NYSE ~~takes into~~Amex ~~account~~as ~~options that are vested and exercised prior to the consummation~~ of the ~~offer) (the “Top-Up Option”). If~~opening ~~Salient and Merger Sub acquire at least 90%~~ of the ~~outstanding~~market ~~shares~~on ofApril ~~Common Stock~~2, 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 law2012.

~~-2-~~Item 3.03. Material Modification to the Rights of Security Holders.

~~Stockholder~~The information ~~Agreements~~contained in Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

InItem ~~connection~~5.01. ~~with~~Changes 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~~Control of ~~the adoption of the Merger Agreement~~Registrant. ~~The Stockholder Agreements terminate in the event the Merger Agreement is terminated.~~

~~Additional~~As previously ~~Information~~disclosed in the Current Report on Form 8-K filed with the SEC by the Company on February 21, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated February 21, 2012, among Salient Federal Solutions, Inc., a Delaware corporation (“Parent”), Atlas Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub launched a tender offer to purchase all of the outstanding shares of Company Common Stock for $3.20 per share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 28, 2012 and the related Letter of Transmittal (the “Offer”). The Merger Agreement also provides that, among other things, following completion of the Offer, and subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into the Company (the “Merger”) in accordance with the Delaware General Corporation Law (the “DGCL”).

The Offer ~~foregoing~~and ~~descriptions~~the ofwithdrawal ~~the~~rights ~~Merger Agreement~~expired ~~and~~at ~~Stockholder~~11:59 ~~Agreements~~pm, ~~are~~New ~~not~~York ~~complete~~City ~~descriptions~~time, ofon ~~all~~March of29, ~~the~~2012, ~~parties’~~at ~~rights~~which ~~and~~time, ~~obligations~~based ~~under~~on the information ~~agreements.~~provided ~~The~~to ~~above~~Parent ~~descriptions~~by ~~are~~Wells ~~qualified~~Fargo inBank, ~~their~~N.A., ~~entirety~~the bydepositary ~~reference~~for to the ~~Merger~~Offer, ~~Agreement~~22,552,686 shares ~~a copy~~ of ~~which~~Company isCommon ~~filed~~Stock were astendered ~~Exhibit~~and ~~2.1~~not validly withdrawn prior to ~~this~~the ~~Current~~expiration ~~Report~~of onthe ~~Form~~Offer, ~~8-K~~including ~~and~~215,861 shares isof ~~incorporated~~Company ~~herein~~Common byStock subject ~~reference,~~to ~~and~~guaranteed ~~the~~delivery ~~Stockholder~~procedures. ~~Agreements,~~Merger ~~copies of~~Sub ~~which~~has ~~are~~accepted ~~filed~~all astendered ~~Exhibits~~and ~~2.2,~~not ~~2.3,~~validly ~~2.4,~~withdrawn ~~2.5,~~shares ~~2.6,~~of ~~2.7~~Company ~~and~~Common Stock 2for payment.8 toThe ~~this~~shares ~~Current~~of ~~Report~~Company onCommon ~~Form~~Stock ~~8-K~~that were tendered and ~~are~~not ~~incorporated~~validly ~~herein~~withdrawn represent approximately 97 bypercent ~~reference~~of the Company’s outstanding shares.

~~The~~On ~~Merger~~March ~~Agreement~~30, ~~and~~2012, following the ~~Stockholder~~expiration ~~Agreements~~of ~~have~~the ~~been~~Offer, ~~included~~the toCompany, ~~provide~~Parent ~~investors~~ and ~~stockholders~~Merger ~~with~~Sub ~~information~~consummated ~~regarding~~the ~~their~~Merger ~~terms.~~in ~~They~~accordance ~~are~~with ~~not~~the ~~intended to~~terms ~~provide~~of ~~any~~the ~~other~~Merger ~~factual~~Agreement. ~~information~~As contemplated ~~about~~by the ~~Company.~~Merger ~~Each~~Agreement, ~~agreement~~at ~~contains~~the ~~representations~~effective ~~and~~time ~~warranties~~of ~~that~~ the ~~parties to~~Merger ~~each~~on ~~such~~March ~~agreement~~30, ~~made~~2012 to(the ~~and~~“Effective ~~solely~~Time”), each ~~for~~share ~~the benefit~~ of ~~each~~Company ~~other.~~Common ~~The~~Stock ~~assertions~~not ~~embodied~~tendered in the ~~representations~~Offer and ~~warranties in~~outstanding ~~the~~immediately ~~Merger~~prior ~~Agreement~~to ~~are qualified by information contained in~~ the ~~confidential~~Effective ~~disclosure~~Time ~~letter~~(other ~~that the Company delivered~~than in(i) shares ~~connection~~held ~~with~~by ~~signing~~ the ~~Merger~~Company ~~Agreement.~~as ~~Investors~~treasury ~~are~~stock ~~not~~or ~~third-party~~owned ~~beneficiaries~~by ~~under~~Parent ~~the~~or Merger ~~Agreement~~Sub, ~~and~~or ~~should not~~their ~~rely~~respective onsubsidiaries, ~~such representations~~ and ~~warranties~~(ii) shares of asCompany ~~characterizations~~Common ofStock ~~the~~held ~~actual~~by ~~state~~stockholders ofwho ~~facts~~had orperfected ~~circumstances,~~their ~~since~~appraisal ~~they were~~rights ~~only~~under ~~made~~Section 262 as of the ~~date~~DGCL) ofwas converted into the ~~Merger~~right ~~Agreement~~to ~~and~~receive ~~are~~an ~~modified~~amount in ~~important part by the underlying disclosure letter. Moreover~~cash, ~~information~~ ~~concerning~~without ~~the~~interest ~~subject~~thereon ~~matter of such representations~~ and ~~warranties~~less ~~may~~any ~~change~~required ~~after~~withholding ~~the~~taxes, ~~date~~equal ofto ~~the~~$3.20 ~~Merger Agreement,~~per ~~which~~share ~~subsequent~~of ~~information may or may not be fully reflected in the~~ Company’s ~~public~~Common ~~disclosures~~Stock.

~~Item~~Parent provided ~~2.02.~~Merger ~~Results~~Sub with sufficient funds to purchase all shares of ~~Operation~~Company Common Stock that were validly tendered in the Offer and ~~Financial~~not ~~Condition~~validly withdrawn and provided funding for the Merger.

OnFollowing the ~~February 21~~Merger, ~~2012,~~ the Company ~~announced its~~became ~~unaudited~~a ~~financial~~direct ~~results~~wholly ~~for~~owned ~~the~~subsidiary ~~fourth~~of ~~quarter and year ended December 31, 2011~~Parent. ~~The press release containing the announcement is attached hereto as Exhibit 99.1.~~

For information regarding changes with respect to the directors of the Company, please see Item 5.02 of this Current Report on Form 8-3-K, which is incorporated by reference into this Item 5.01.

~~Item~~The foregoing ~~5.02.~~summary ~~Departure~~ of ~~Directors~~the orMerger ~~Certain~~Agreement ~~Officers;~~and ~~Election~~the oftransactions ~~Directors;~~contemplated ~~Appointment~~thereby ofdoes ~~Certain~~not ~~Officers;~~purport ~~Compensatory~~to ~~Arrangements~~be complete and is subject to, and qualified in its entirety by, the full text of ~~Certain~~the ~~Officers~~Merger Agreement attached as Exhibit 2.1 to the Form 8-K filed with the SEC by the Company on February 21, 2012 and is incorporated by reference into this Item 5.01.

~~(e)~~Item On5.02. ~~February~~Departure ~~20, 2012, the Company determined that it will pay a one-time cash bonus~~ of ~~$123,333~~Directors toor ~~Pamela~~Certain ~~Little,~~Officers; ~~its~~Election ~~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~~Directors; ~~transaction.~~Appointment ~~These bonus amounts represent four months~~ of ~~each~~Principal ~~executive~~Officers; ~~officer’s~~Compensatory ~~base~~Arrangements ~~salary and were awarded in recognition~~ of ~~Ms.~~Certain ~~Little’s and Mr~~Officers. ~~Hassoun’s service to the Company and their efforts in connection with the Company’s strategic evaluation and the contemplated transaction.~~

~~Item~~At the 8Effective Time and in accordance with the Merger Agreement, all of the previous directors of the Company resigned and were replaced by S.~~01.~~ ~~Other~~Bradford ~~Events~~Antle and Walter Florence.

OnAt the ~~February~~Effective 21Time, ~~2012,~~each ~~the~~of ~~Company~~Pamela ~~issued a~~Little ~~press~~and ~~release~~John ~~announcing~~Hassoun ~~the~~were ~~execution~~removed as officers of the ~~Merger~~Company. ~~Agreement~~S. ~~and~~Bradford ~~the~~Antle ~~Stockholder~~and ~~Agreements~~Thomas E. A ~~copy~~Dunn ofwere ~~the~~appointed ~~press~~as ~~release is~~officers ~~filed~~of asthe ~~Exhibit~~Company ~~99.2~~ to ~~this~~serve ~~Current~~as ~~Report~~President onand ~~Form~~CEO ~~8-K~~ and isCFO, ~~incorporated~~Treasurer ~~herein~~and bySecretary, ~~reference~~respectively.

~~Important~~Item ~~Information~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~This announcement is neither an offer~~At ~~to purchase nor a solicitation of an offer to sell securities. The tender offer for~~ the ~~outstanding~~Effective ~~shares~~Time of the ~~Company’s common~~Merger ~~stock~~on ~~described~~March in30, ~~this~~2012, ~~announcement has not yet commenced. At~~ the ~~time~~certificate ~~the~~of ~~tender~~incorporation ~~offer~~of ~~is commenced, Salient will file a tender offer statement on Schedule TO with~~ the ~~U.S.~~Company ~~Securities~~was ~~and~~amended ~~Exchange Commission (the “SEC”)~~ and the ~~Company will file a solicitation/recommendation statement on Schedule 14D~~by-~~9. The tender offer statement (including an offer to purchase,~~laws ~~a related letter~~ of ~~transmittal and other offer documents) and~~ the ~~solicitation/recommendation~~Company ~~statement~~were ~~will~~amended ~~contain~~to ~~important information~~be ~~that~~in the ~~Company’s~~form ~~stockholders~~of ~~should read carefully before any decision is made with respect to~~ the ~~tender offer.~~by-laws ~~Those~~of ~~materials~~Merger ~~will~~Sub beimmediately ~~made~~prior ~~available~~ to the ~~Company’s stockholders at no expense to them. In addition~~Merger, ~~all~~each ofin ~~those~~accordance ~~materials (and all other offer documents filed~~ with the ~~SEC)~~terms ~~will~~of ~~be available at no charge on~~ the ~~SEC’s~~Merger ~~website at http://www~~Agreement.~~sec.gov.~~

~~Forward~~Copies of the amended and restated certificate of incorporation and by-~~Looking~~laws ~~Statements~~of the Company are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

~~Statements~~Item ~~in this Current Report on Form 8-K may contain, in addition to historical information, certain forward-looking statements~~9. 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 199501. ~~Actual~~Financial ~~results~~Statements ~~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.Exhibits

~~-4-~~(d) Exhibits.

Item 9.01. Financial Statements and 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 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2012)

(d) Exhibits.


3.1		Amended and Restated Certificate of Incorporation of ATS Corporation

3.2		Amended and Restated Bylaws of ATS Corporation

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

Signatures

~~-5-~~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.

Signatures

	ATS CORPORATION

Date: March 30, 2012	By:	/s/ Thomas E. Dunn
		Name:	Thomas E. Dunn
		Title:	CFO, Treasurer and Secretary

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

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