**Exhibit 3.1**

 

**AMENDED ANDRESTATED**

**CERTIFICATEOF INCORPORATION**

**OF**

**FEDERALSERVICES ACQUISITION CORPORATION**

 

FEDERAL SERVICES ACQUISITION CORPORATION, acorporation existing under the laws of the State of Delaware (the “Corporation”),by its Chairman of the Board of Directors and Chief Executive Officer, herebycertifies as follows:

 

1.               The name of the Corporation is “FederalServices Acquisition Corporation.”

 

2.               The Corporation’s original Certificate ofIncorporation was filed in the office of the Secretary of State of Delaware onApril 12, 2005 and a Certificate of Correction was filed in the office ofthe Secretary of Delaware on April 19, 2005.

 

3.               This Amended and Restated Certificate ofIncorporation restates, integrates and amends the original Certificate ofIncorporation.

 

4.               This Amended and Restated Certificate ofIncorporation was duly adopted by written consent of the directors andstockholders of the Corporation in accordance with the applicable provisions ofSections 242 and 245 of the Delaware General Corporation Law.

 

5.**              **The text of the Certificate of Incorporation of the Corporation ishereby amended and restated to read in full as follows:

 

**FIRST**: Name. The name of this corporationis FEDERAL SERVICES ACQUISITION CORPORATION (the “Corporation”).

 

**SECOND**: Registered Office and Agent. Theaddress of the Corporation’s registered office in the State of Delaware is tobe located at 2711 Centerville Road, Suite 400, in the City of Wilmington,County of New Castle, State of Delaware 19808. The name of its registered agentat such address is Corporation Service Company.

 

**THIRD**: Purpose. The purpose of theCorporation is to engage in any lawful act or activity for which corporationsmay be organized under the Delaware General Corporation Law, as amended fromtime to time (the “DGCL”).

 

**FOURTH**: Capital Stock.

 

Section 4.1. Authorized Shares. Thetotal number of shares of stock which the Corporation shall have authority toissue is one hundred and one million (101,000,000), one hundred million(100,000,000) of which shall be shares of Common Stock with a par value of** **$.0001 per share and one million(1,000,000) of which shall be shares of Preferred Stock with a par value of$.0001 per share.

 

Section 4.2. Common Stock. Except asotherwise required by law or as otherwise provided in the terms of any class orseries of stock having a preference over the Common Stock as to dividends orupon liquidation, the holders of the Common Stock shall exclusively possess allvoting power, and each share of Common Stock shall have one vote.

 

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Section 4.3. Preferred Stock. ThePreferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue ofall or any of the remaining shares of the Preferred Stock in one or moreseries, and to fix the number of shares and to determine or alter for each suchseries, such voting powers, full or limited, or no voting powers, and suchdesignation, preferences, and relative, participating, optional, or otherrights and such qualifications, limitations, or restrictions thereof, as shallbe stated and expressed in the resolution or resolutions adopted by the Boardof Directors providing for the issuance of such shares and as may be permittedby the DGCL.  The Board of Directors is expressly authorized to increaseor decrease the number of shares of any series of Preferred Stock subsequent tothe issuance of shares of that series, but not below the number of shares ofsuch series then outstanding and not above the number of authorized shares ofPreferred Stock.  In case the number of shares of any series of PreferredStock shall be decreased in accordance with the foregoing sentence, the sharesconstituting such decrease shall resume the status that they had prior to theadoption of the resolution originally fixing the number of shares of suchseries.  In all cases, the foregoing provisions of this section 4.3shall be subject to any other applicable provisions contained herein.

 

**FIFTH**: Provisions Applicable Until Business Combination or TerminationDate. The following provisions of this Article Fifth shall applyduring the period commencing upon the filing of this Certificate ofIncorporation and terminating upon the first to occur of (a) theconsummation of any “Business Combination” or (b) the “Termination Date”(as such terms are hereinafter defined), and may not be amended prior thereto.A “Business Combination” shall mean the acquisition by the Corporation, whetherby merger, capital stock exchange, asset acquisition, stock purchase or othersimilar type of transaction or a combination of any of the foregoing, of acompany operating in the federal services and defense industries having a fairmarket value (as calculated in accordance with the requirements set forthbelow) of at least 80% of the Corporation’s net assets at the time of suchacquisition.

 

For purposes of this Article Fifth, the fairmarket value of an acquisition proposed for a Business Combination shall bedetermined by the Board of Directors based upon financial standards generallyaccepted by the financial community, such as actual and potential sales,earnings and cash flow and book value.  If the Board of Directors of theCorporation is not able to independently determine the fair market value of thetarget business, the Corporation shall obtain an opinion with regard to suchfair market value from an unaffiliated, independent investment banking firmthat is a member of the National Association of Securities Dealers, Inc.(an “Independent Financial Advisor”).  The Corporation will not consummatean initial Business Combination with any entity that is affiliated with one ormore of the Corporation’s stockholders of record as of the date which is immediatelyprior to the IPO.

 

Section 5.1. Shareholder Approval ofBusiness Combination. Prior to the consummation of the initial BusinessCombination, the Corporation shall submit such Business Combination to itsstockholders for approval regardless of whether the Business Combination is ofa type which normally would require such stockholder approval under the DGCL.In the event that the holders of a majority of the IPO Shares (as such term isdefined below) cast at the meeting to approve the Business Combination arevoted for the approval of such Business Combination, the Corporation shall beauthorized to consummate the Business Combination; provided that theCorporation shall not consummate any Business Combination if 20% or more ininterest of the holders of IPO Shares exercise their conversion rightsdescribed in Section 5.2 below.

 

Section 5.2. Right to Convert to CashFollowing Negative Vote on Business Combination. Any stockholder of theCorporation holding shares of Common Stock (“IPO Shares”) issued in theCorporation’s initial public offering (“IPO”) of securities who voted againstthe Business Combination may, contemporaneous with such vote, demand that theCorporation convert his IPO Shares into cash. If so demanded, in the event thata Business Combination is approved in accordance with Section 5.1 and isconsummated by the Corporation, the Corporation shall convert such shares at aper share conversion price equal to the quotient determined by dividing(a) the amount in the Trust Fund (as defined below), inclusive of anyinterest thereon, calculated as of two (2) business days prior to theproposed consummation of the Business Combination, by (b) the total numberof IPO Shares. “Trust Fund” shall mean the trust account established by theCorporation at the consummation of its IPO and into which a certain amount ofthe net proceeds of the IPO are deposited. A “business day” for these purposesmeans any weekday on which banking or trust institutions in New York arenot authorized generally or obligated by law, regulation or executive order toclose.

 

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Section 5.3. Liquidation and Dissolution inAbsence of Business Combination. In the event that the Corporation does notconsummate a Business Combination by the later of (a) 18 months after theconsummation of the IPO or (b) 24 months after the consummation of the IPOin the event that any of a letter of intent, an agreement in principle or adefinitive agreement to complete a Business Combination was executed but wasnot consummated within such 18-month period (such later date being referred toas the “Termination Date”), the officers of the Corporation shall take all suchaction as may be necessary to dissolve and liquidate the Corporation as soon asreasonably practicable. In the event that the Corporation is so dissolved andliquidated, only the holders of IPO Shares shall be entitled to receiveliquidating distributions and the Corporation shall pay no liquidatingdistributions with respect to any other shares of capital stock of theCorporation.

 

Section 5.4. Limitation on Right toDistributions from Trust Fund. The holders of IPO Shares shall be entitledto receive distributions from the Trust Fund only (i) in the event of aliquidation of the Corporation or (ii) in the event they demand conversion oftheir shares in accordance with Section 5.2 above and a BusinessCombination is approved in accordance with Section 5.1. In no othercircumstances shall a holder of IPO Shares have any right or interest of anykind in or to the Trust Fund.

 

Section 5.5  No Other BusinessAcquisitions.  Unless and until the Corporation has consummated aBusiness Combination pursuant to this Article Fifth, the Corporation maynot consummate any other business combination, whether by merger, acquisition,asset purchase or otherwise.

 

**SIXTH:** Elimination of Certain Liability ofDirectors. No director shall be personally liable to the Corporation or itsstockholders for monetary damages for breach of a fiduciary duty as a director;provided, however, that to the extent required by the provisions ofSection 102(b)(7) of the DGCL or any successor statute, or any otherlaws of the State of Delaware, this provision shall not eliminate or limit theliability of a director (i) for any breach of the director’s duty ofloyalty to the Corporation or its stockholders, (ii) for acts or omissionsnot in good faith or which involve intentional misconduct or a knowingviolation of law, (iii) under Section 174 of the DGCL, (iv) forany transaction from which the director derived an improper personal benefit,or (v) for any act or omission occurring prior to the date when thisArticle Sixth becomes effective.  If the DGCL hereafter is amended toauthorize the further elimination or limitation of the liability of directors,then the liability of a director of the Corporation, in addition to thelimitation on personal liability provided herein, shall be limited to thefullest extent permitted by the amended DGCL.  Any repeal or modificationof this Article Sixth by the stockholders of the Corporation shall beprospective only, and shall not adversely affect any limitation on the personalliability of a director of the Corporation existing as of the time of suchrepeal or modification

 

**SEVENTH:** Indemnification.

 

Section 7.1. Right to Indemnification.Each person who was or is a party or is threatened to be made a party to or isinvolved in any threatened, pending or completed action, suit, proceeding oralternative dispute resolution procedure, whether (a) civil, criminal,administrative, investigative or otherwise, (b) formal or informal or(c) to the extent permitted by Section 145(b) of the DGCL, by orin the right of the Corporation (collectively, a “proceeding”), by reason ofthe fact that he or she, or a person of whom he or she is the legalrepresentative, is or was a director, officer, employee or agent of theCorporation or is or was serving at the request of the Corporation as adirector, manager, officer, partner, trustee, employee or agent of anotherforeign or domestic corporation or of a foreign or domestic limited liabilitycompany, partnership, joint venture, trust or other enterprise, includingservice with respect to employee benefit plans, whether the basis of suchproceeding is alleged action in an official capacity as such a director,officer, employee or agent of the Corporation or in any other capacity whileserving as such other director, manager, officer, partner, trustee, employee oragent, shall be indemnified and held harmless by the Corporation against alljudgments, penalties and fines incurred or paid, and against all expenses(including attorneys’ fees) and settlement amounts actually and reasonablyincurred or paid, in connection with any such

 

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proceeding,except in relation to matters as to which the person did not act in good faithand in a manner the person reasonably believed to be in or not opposed to thebest interests of the Corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe the person’s conduct wasunlawful. Until such time as there has been a final judgment to the contrary, aperson shall be presumed to be entitled to be indemnified under thisSection 7.1. The termination of any proceeding by judgment, order,settlement, conviction, or upon a plea of nolo contendere or its equivalent,shall not, of itself, either rebut such presumption or create a presumptionthat (a) the person did not act in good faith and in a manner which theperson reasonably believed to be in or not opposed to the best interests of theCorporation, (b) with respect to any criminal action or proceeding, theperson had reasonable cause to believe that the person’s conduct was unlawfulor (c) the person was not successful on the merits or otherwise in defenseof the proceeding or of any claim, issue or matter therein. If the DGCL ishereafter amended to provide for indemnification rights broader than thoseprovided by this Section 7.1, then the persons referred to in thisSection 7.1 shall be indemnified and held harmless by the Corporation tothe fullest extent permitted by the DGCL as so amended (but, in the case of anysuch amendment, only to the extent that such amendment permits the Corporationto provide broader indemnification rights than permitted prior to suchamendment).

 

Section 7.2. Determination of Entitlement toIndemnification. A determination as to whether a person who is a directoror officer of the Corporation at the time of the determination is entitled tobe indemnified and held harmless under Section 7.1 shall be made(a) by a majority vote of the directors who are not parties to suchproceeding, even though less than a quorum, (b) by a committee of suchdirectors designated by majority vote of such directors, even though less thana quorum, (c) if there are no such directors, or if such directors sodirect, by independent legal counsel in a written opinion, or (d) by thestockholders. A determination as to whether a person who is not a director orofficer of the Corporation at the time of the determination is entitled to beindemnified and held harmless under Section 7.1 shall be made by or asdirected by the Board of Directors of the Corporation.

 

Section 7.3. Mandatory Advancement of Expenses.The right to indemnification conferred in this Article Seventh shallinclude the right to require the Corporation to pay the expenses (includingattorneys’ fees) actually and reasonably incurred in defending any suchproceeding in advance of its final disposition; provided, however,that an advancement of expenses incurred by an indemnitee in his or hercapacity as a director or officer of the Corporation (but not in any othercapacity in which service was or is rendered by such indemnitee, including,without limitation, service to an employee benefit plan) shall be made onlyupon delivery to the Corporation of an undertaking, by or on behalf of suchindemnitee, to repay all amounts so advanced if it shall be finally determinedthat such indemnitee is not entitled to be indemnified for such expenses underSection 7.1 or otherwise.

 

Section 7.4. Non-Exclusivity of Rights.The right to indemnification and the advancement of expenses conferred in thisArticle Seventh shall not be exclusive of any other right which any personmay have or hereafter acquire under any statute, any provision of thisCertificate of Incorporation or of any bylaw, agreement, or insurance policy orarrangement, or any vote of stockholders or disinterested directors, orotherwise. The Board of Directors is expressly authorized to adopt and enterinto indemnification agreements with, and obtain insurance for, directors andofficers.

 

Section 7.5. Effect of Amendment.Neither any amendment, repeal, or modification of this Article Seventh,nor the adoption or amendment of any other provision of this Certificate ofIncorporation or the bylaws of the Corporation inconsistent with thisArticle Seventh, shall adversely affect any right or protection providedhereby with respect to any act or omission occurring prior to the date whensuch amendment, repeal, modification, or adoption became effective.

 

**EIGHTH:** Stockholder Action. From andsubsequent to the effective date of the IPO and subject to the rights of theholders of any series of Preferred Stock, any action required or permitted tobe taken by stockholders pursuant to this Amended and Restated Certificate ofIncorporation or under applicable law may be effected only at a duly calledannual or special meeting of stockholders and with a vote thereat, and may notbe effected by consent in writing.  Except as otherwise required by lawand subject to the rights of any series of Preferred Stock, special meetings ofthe stockholders of the Corporation may be called by the Board of Directors pursuantto a resolution

 

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approvedby a majority of the members of the Board of Directors, the Chairman of theBoard of Directors, the Chief Executive Officer or the President and shall becalled by the President or the Secretary upon the written request of theholders of a majority of the outstanding shares of Common Stock of theCorporation.

 

**NINTH:** Miscellaneous. The followingprovisions are inserted for the management of the business and for the conduct ofthe affairs of the Corporation and for the purpose of creating, defining,limiting and regulating powers of the Corporation and its directors andstockholders:

 

Section 9.1 Classification, Election andTerm of Office of Directors. The Board of Directors shall consist ofsuch number of directors as is determined from time to time by resolutionadopted by affirmative vote of a majority of the entire Board of Directors;provided, however, that in no event shall the number of directors be less thanone nor more than fifteen.  The directors shall be divided into threeclasses, designated Class I, Class II and Class III.  Eachclass shall consist, as nearly as may be possible, of one-third of the totalnumber of directors constituting the entire Board of Directors. The Board ofDirectors shall designate the initial class of each director currently serving.At the first annual meeting of stockholders following the initialclassification of the Board of Directors, the term of office of the initialClass I directors shall expire and successors to the initial Class Idirectors shall be elected for a three-year term.  At the second annualmeeting of stockholders following such initial classification, the term ofoffice of the initial Class II directors shall expire and successors tothe initial Class II directors shall be elected for a three-yearterm.  At the third annual meeting of stockholders following such initialclassification, the term of office of the initial Class III directorsshall expire and successors to the initial Class III directors shall beelected for a three-year term.  At each succeeding annual meeting ofshareholders beginning in 2006, successors to the class of directors whose termexpires at that annual meeting shall be elected for a three-year term. If thenumber of directors is changed, any increase or decrease shall be apportionedamong the classes so as to maintain the number of directors in each class asnearly equal as possible, and any additional director of any class elected tofill a vacancy resulting from an increase in such class shall hold office for aterm that shall coincide with the remaining term of that class, but in no casewill a decrease in the number of directors shorten the term of any incumbentdirector. A director shall hold office until the annual meeting for the year inwhich his or her term expires and until his or her successor shall be electedand shall qualify. Any vacancy on the Board of Directors for any reason, andany directorships resulting from any increase in the number of directors of theBoard of Directors, may be filled by a majority of the Board of Directors thenin office, although less than a quorum, and any directors so chosen shall holdoffice until the next election of the class for which such directors shall havebeen chosen and until their successors shall be elected and qualified.Notwithstanding the foregoing, whenever the holders of any one or more classesor series of stock issued by the Corporation shall have the right, votingseparately by class or series, to elect directors at an annual or specialmeeting of stockholders, the election, term of office, filling of vacancies andother features of such directorships shall be governed by the terms of thisCertificate of Incorporation applicable thereto, such directors so electedshall not be divided into classes pursuant to this Article Ninth,Section 9.1, and the number of such directors shall not be counted indetermining the maximum number of directors permitted under the foregoingprovision of this Article Eighth, Section 9.1, in each case unlessexpressly provided by such terms.

 

Section 9.2 Manner of Election of Directors.Elections of directors need not be by written ballot unless the bylaws of theCorporation shall so provide.

 

Section 9.3Severability. In the event any provision (or portion thereof) of thisCertificate of Incorporation shall be found to be invalid, prohibited, orunenforceable for any reason, the remaining provisions (or portions thereof) ofthis Certificate of Incorporation shall be deemed to remain in full force andeffect, and shall be construed as if such invalid, prohibited, or unenforceableprovision had been stricken herefrom or otherwise rendered inapplicable, itbeing the intent of the Corporation and its stockholders that each suchremaining provision (or portion thereof) of this Certificate of Incorporationremain, to the fullest extent permitted by law, applicable and enforceable asto all stockholders, notwithstanding any such finding.

 

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Section 9.4 Reservation of Right to AmendCertificate of Incorporation. The Corporation reserves the right to amend,alter, change or repeal any provision contained in this Certificate ofIncorporation, in the manner now or hereafter prescribed by statute or herein,and all rights conferred upon stockholders herein are granted subject to thisreservation.

 

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IN WITNESS WHEREOF, the Corporation has caused thisAmended and Restated Certificate of Incorporation to be signed by Joel R.Jacks, Chairman of the Board of Directors and Chief Executive Officer, as ofthe 20th day of October 2005.

 
|   | /s/  JOEL R. JACKS                             |                     |
|--------|------------------------------------------------|--------------------------|
|   | By:  Joel R. Jacks                             |
|   | Title:  Chairman of the Board of Directors and |
|   |                                           | Chief  Executive Officer |
|        |                                                |                          |  |

 

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