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: ~~June 1~~September 13, 2004

(Date of earliest event reported): ~~May~~September 289, 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

PEC SOLUTIONS, INC.

~~ITEM~~(Exact 2.name ~~ACQUISITION~~of ORregistrant ~~DISPOSITION~~as OFspecified ~~ASSETS.~~in its charter)

On June 1,2004, PEC Solutions, Inc. (“PEC”) announced it had acquired all the issued and outstanding stock of Integrated Information Technology Corp. (“IITC”) in a transaction that closed on May 28, 2004.

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

~~Under~~Check the ~~terms~~appropriate ofbox ~~the~~below ~~Stock~~if ~~Purchase Agreement (as defined below),~~ the ~~aggregate~~Form ~~purchase~~8-K ~~price~~filing ~~for the~~is ~~transaction~~intended ~~was $33.0 million in cash, subject~~ to ~~certain~~simultaneously ~~adjustments,~~satisfy ~~and~~ the ~~assumption~~filing obligation of ~~certain~~the ~~key~~registrant ~~employee~~under ~~retention~~any ~~liabilities~~ of ~~up to $2.0 million. A portion of~~ the ~~purchase price~~following ~~has~~provisions ~~been~~(see ~~placed in escrow. PEC~~General ~~funded~~Instruction ~~this acquisition with cash-on-hand~~A. ~~The purchase price was determined based on arm’s length negotiations among the parties~~2. below):

~~IITC, based in Denver,~~o Written ~~Colorado,~~communications ispursuant ato ~~leading~~Rule ~~provider~~425 ofunder ~~specialized~~the ~~engineering~~Securities ~~and~~Act ~~networking services~~(17 toCFR ~~government customers, primarily the U~~230.~~S. Air Force.~~425)

~~The summary of the~~o Soliciting ~~transaction~~material ~~described~~pursuant ~~above is qualified by reference~~ to ~~the~~Rule ~~Stock~~14a-12 ~~Purchase Agreement~~under ~~by and among PEC, IITC,~~ the ~~stockholders~~Exchange ofAct ~~IITC, and Francisco Garcia as the Stockholder Representative, dated May 28, 2004~~ (~~the~~17 ~~“Stock Purchase~~CFR ~~Agreement”) and the press release announcing the acquisition dated June 1, 2004, which are each attached as exhibits hereto and incorporated by reference herein~~240.14a-12)

~~ITEM~~o Pre-commencement communications 7.pursuant ~~FINANCIAL~~to ~~STATEMENTS~~Rule ~~AND~~14d-2(b) ~~EXHIBITS~~under the Exchange Act (17 CFR 240.14d-2(b))

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

~~N/A~~SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

~~(b) Pro Forma~~Item ~~Financial~~1.01 ~~Information~~Entry into a Material Definitive Agreement.

~~N/A~~On September 9,2004, PEC Solutions, Inc. (“PEC”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with AC Technologies, Inc. (“ACT”) and Satya Akula, the sole stockholder of ACT to effect the acquisition of all of the issued and outstanding capital stock of ACT. See Item 2.01 below.

~~(c) Exhibits.~~SECTION 2 – FINANCIAL INFORMATION

2.1 Stock Purchase Agreement by and among PEC Solutions, Inc., Integrated Information Technology Corp., the stockholders of Integrated Information Technology Inc. and Francisco Garcia as Stockholder Representative, dated May 28, 2004. Pursuant to Item ~~601(b)(~~2~~) of Regulation S-K, the exhibits and schedules to the Stock Purchase Agreement are omitted~~. A01 ~~list~~Completion of ~~such~~Acquisition ~~exhibits~~or ~~and schedules~~Disposition ~~appears in the table~~ of ~~contents to the Stock Purchase Agreement~~Assets.

~~99 Press~~In a transaction that was ~~Release~~closed ~~dated~~simultaneously ~~June~~ 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.

2ACT, based in Fairfax, Virginia, specializes in software engineering and networking services to government customers, primarily the U.S. Postal Service.

~~SIGNATURES~~The summary of the transaction described above is qualified by reference to the Stock Purchase Agreement and the press release announcing the acquisition dated September 9, 2004, which are each attached as exhibits hereto and incorporated by reference herein.

~~Pursuant~~SECTION to9-FINANCIAL ~~the requirements~~STATEMENTS ofAND ~~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.~~EXHIBITS

		PEC SOLUTIONS, INC.
Date: June 1, 2004	By:	/s/ Stuart R. Lloyd
		Stuart R. Lloyd
		Chief Financial Officer, Senior Vice President 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)

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