AverStar

» see averstar.com as it lived, on the wayback machine

~ the eulogy ~

Intermetrics was founded in 1969 in Cambridge, Massachusetts. Its own prospectus puts it no more precisely than the year, and says the company "brought us expertise in IT assurance and IT consulting services for United States civilian and defense agencies". The founding story everyone repeats, that it was started by people who had written Apollo flight software at what was then the MIT Instrumentation Laboratory, rests on a memoir by one of the Cambridge compiler staff, who opens by warning that their memory for facts and dates is fuzzy. The year and the city are solid. No filing carries the names.

It was listed on NASDAQ as IMET until August 1995, when a group led by the sitting management took it private. Two years after that it did something nobody expects of a federal software contractor: in August 1997 it merged its gaming operations with Looking Glass Studios. Only the gaming operations, and the resulting company was called Intermetrics/Looking Glass Studios, LLC. The encyclopedia version of this, that Intermetrics merged with a computer game developer, is a larger claim than the press release makes.

The name Intermetrics ended in the early spring of 1998, when it combined with Pacer Infotec of Billerica, Massachusetts and the pair became AverStar. The prospectus dates that to February; a contemporaneous Washington Technology item dates it to 2 March. Pacer had been founded in 1968 and had itself absorbed Infotec Development in July 1996, so AverStar was two thirty-year-old companies in a trench coat, under a name nobody had used before that spring.

By 31 May 1999 it employed 1,765 people, 1,643 of them full time, and around thirty percent held security clearances. Revenue for fiscal 1998 was $121.1 million, against $53.6 million for the ten months ending December 1997. The business was roughly 85 percent federal.

~ the dossier ~

~ hal/s ~

The sentence the company led with in its own prospectus is the one worth keeping: "We created NASA's HAL/S language, the standard for manned space avionics software." HAL/S was used to program every on-board computer on the Space Shuttle, and the prospectus says it was still being used for the software updates on each flight as of 1999. The Shuttle's general purpose computers ran it from 1975.

After the Challenger accident in 1986 the company kept its role as NASA's independent verification and validation contractor for changes to Shuttle software, the job of checking somebody else's safety-critical code without having written it. It took the same role for the Earth Observing System in 1994, and in November 1996 an $80 million five-year NASA contract covering validation work on the International Space Station and the Shuttle.

~ the ipo that was pulled ~

AverStar filed an S-1 on 14 May 1999 and amended it twice over that summer. Registration with the SEC under section 12(g) followed in July. The proposed Nasdaq symbol was ASTR. Four million shares were on offer. The whole EDGAR file for the company runs to seven documents and there is no annual report among them, because the offering never happened.

On 18 November 1999 Michael B. Alexander, the chairman and chief executive, signed a letter withdrawing registration statement 333-78517. It gave exactly one reason: the company "has determined to postpone its proposed public offering at this time due to adverse market conditions". The filing records that none of the four million shares were ever issued. Autumn 1999 was the height of the technology IPO market, so the stated reason sits oddly against the calendar.

~ 0.414 of a titan share ~

The Titan Corporation announced the acquisition on 27 March 2000 and closed it quickly. Titan's own Form 8-K gives the date of earliest event as 26 June 2000 and records that V T Acquisition Corp., a wholly owned Delaware subsidiary, "merged with and into AverStar, Inc.", with AverStar surviving as a subsidiary of Titan. Each AverStar share converted into 0.414 of a Titan share, being $18.22 divided by $44.00, and the former AverStar holders ended up with about 5.31 percent of Titan. Titan booked the deal as a pooling of interests. Alexander took a seat on its board.

~ the group that changed its name ~

Titan did not retire the brand at the merger. It ran the business as the AverStar Group for roughly a year, and the moment the name came off is visible only on Titan's own website. The group's page was still titled "AverStar Group" in a capture dated 29 June 2001 and was titled "Civil Government Services Group" by 4 August. Titan's group index agrees: AverStar is listed in April 2001 and absent by that August. No press release marked it, and the phrase "Civil Government Services" appears nowhere in any Titan filing with the SEC.

From 2002 the old homepage served a single redirect notice explaining that the AverStar Group had changed its name, serving the same checksum on every capture into late 2003. Today averstar.com is a listing on a domain brokerage, and intermetrics.com is absent from DNS entirely. The last dated use of the name anywhere is stranger and better: the AverStar, Inc. Profit Sharing and Savings Plan went on filing its own Form 11-K with the SEC under Titan's number through fiscal 2004, so the company outlived its own brand by three years as a retirement account.

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