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 13, 1995 VSE CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE State or Other Jurisdiction of Incorporation or Organization) 0-3676 54-0649263 (Commission File Number) (I.R.S.Identification Number) 2550 Huntington Avenue Alexandria, Virginia 22303-1499 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (703) 960-4600 VSE CORPORATION Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On August 29, 1995, VSE Corporation (the "Registrant") acquired all of the outstanding capital stock of Energetics Incorporated ("Energetics") of Columbia, Maryland. The stock purchase (the "purchase") was effected pursuant to a Stock Purchase Agreement dated August 29, 1995, by and among the Registrant, Energetics and Energetics shareholders ("the selling shareholders") as listed on the signature pages to the attached Purchase Agreement. Under the terms of the purchase, the Registrant acquired 850 shares of Energetics' stock, which represented all of the issued and outstanding shares of Energetics' capital stock, in exchange for approximately 3.7 million dollars. The purchase price was determined by arm's - length negotiations between VSE and the selling shareholders. Energetics and certain key Energetics executives also entered into employment agreements dated August 29, 1995 pursuant to which the executives agreed to continue service with Energetics in their current capacities for a period up to 3 years. The purchase was accounted for using the pooling of interests method. Energetics is a professional service organization with experience in assisting government and industry in conducting effective technology programs, primarily in the fields of energy use and the environment. Following the purchase, VSE intends to continue and expand upon the historical Energetics business and to integrate Energetics' assets with those of VSE. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. A. FINANCIAL STATEMENTS OF ENERGETICS AND PRO FORMA FINANCIAL STATEMENTS OF VSE CORPORATION. It is impracticable to provide the financial statements, proforma financial statements and independent auditor's consent required to be filed pursuant to this Item 7 with respect to the Exchange and accordingly such items will be filed as soon as practicable, but in any event not later than 60 days following the date hereof. B. EXHIBITS Exhibit No. 1. A copy of the Registrant's press release regarding the matter discussed above under Item 2. 2. Stock Purchase Agreement dated August 29, 1995 between VSE, Energetics, and selling shareholders. The schedules to the Stock Purchase Agreement have been omitted. VSE agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. 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 thereunto duly authorized. VSE CORPORATION (Registrant) Date: September 13, 1995 C. S. Weber C. S. Weber, Senior Vice President, Secretary and Treasurer (Principal Financial Officer) EX-99.PRESSRELEASE 2 VSE CORPORATION 2550 Huntington Avenue, Alexandria, Virginia 22303-1499 Telephone (703) 960-4600 Fax (703) 960-2688 PRESS RELEASE FOR IMMEDIATE RELEASE NASDAQ Stock Symbol: VSEC Contact: C. S. Weber (CFO), 703/329-4770 VSE ACQUIRES ENERGETICS INCORPORATED Alexandria, Virginia, August 29, 1995.-- VSE Corporation reported today that it has acquired Energetics Incorporated ("Energetics") of Columbia, Maryland. Energetics, which was established in 1979, has over 15 years' experience in assisting government and industry in conducting effective technology programs, primarily in the fields of energy use and the environment. Principal clients include the U. S. Department of Energy, other U. S. Government prime contractors, public utilities, universities, and non-profit corporations and associations. For the year ended November 30, 1994, Energetics recorded revenues and net income of approximately $11 million and $300 thousand, respectively (unaudited). VSE has retained the management team at Energetics and will operate the company as a wholly owned subsidiary. The acquisition is expected to add about $12 million in annual revenues to VSE's consolidated financial statements. The purchase price for the acquisition was approximately $3.7 million. VSE Chairman and CEO Don Ervine said, "We are extremely pleased to complete the acquisition of Energetics, which is recognized nationally for its knowledge of industrial energy use and the analysis of advanced technologies for specific industries. The addition of Energetics and its strong staff of professional and technical employees provides VSE and Energetics with new opportunities for growth and diversification. This acquisition is consistent with our goal to establish VSE as a large, diversified technical and management services company." VSE is a professional services company established in 1959. The company provides engineering, development, testing and management services to maintain and modernize products, equipment, and systems. For the year ended December 31, 1994, VSE reported consolidated revenues of $65.6 million and net income of $1.5 million ($1.80 a share). For the six month period ended June 30, 1995, VSE reported consolidated revenues of $33.3 million and net income of $711 thousand ($.82 a share).