AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2009
REGISTRATION NO. 333-138157
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
STANLEY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 11-3658790 |
(State or Other Jurisdiction of |
| (I.R.S. Employer Identification No.) |
3101 Wilson Boulevard, Suite 700 |
Arlington, Virginia 22201 |
(703) 684-1125 |
(Address, including zip code and telephone number, of principal executive offices) |
STANLEY, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Philip O. Nolan
Chairman, President and Chief Executive Officer
Stanley, Inc.
3101 Wilson Boulevard, Suite 700
Arlington, Virginia 22201
(703) 684-1125
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
John B. Beckman
Hogan & Hartson LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o |
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| Accelerated filer x |
| Non-accelerated filer o |
| (Do not check if a smaller reporting company) |
| Smaller reporting company o |
EXPLANATORY NOTE
Pursuant to the rules of the Securities and Exchange Commission (the “Commission”) and the guidance provided by the staff of the Commission, Stanley, Inc. (the “Company”) files this Post-Effective Amendment No. 1 to Registration Statement on Form S-8, File No. 333-138157, filed with the Commission on October 23, 2006 (the “Registration Statement”), solely to deregister the indeterminate amount of plan interests registered pursuant to the Company’s Employee Stock Purchase Plan (“ESPP”). The Company initially registered 400,000 shares of its common stock and, pursuant to Rule 416 under the Securities Act of 1933, as amended, an indeterminate amount of plan interests for issuance under the ESPP. The 400,000 shares of Company common stock issuable under the ESPP consist of authorized and unissued shares of common stock; none of the shares issuable under the ESPP will be purchased in the open-market. Accordingly, this Post-Effective Amendment No. 1 is filed to deregister the indeterminate amount of plan interests previously registered for issuance under the ESPP.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Post-Effective Amendment No. 1 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Arlington, Commonwealth of Virginia, on August 7, 2009.
| STANLEY, INC. | ||
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| By: | /s/ | Philip O. Nolan |
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| Philip O. Nolan | |
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| Chairman, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
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/s/ Philip O. Nolan |
| Chairman, President, Chief Executive | August 7, 2009 | ||
Philip O. Nolan | Officer and Director (Principal Executive |
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/s/ Brian J. Clark |
| Executive Vice President and Chief |
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Brian J. Clark | Financial Officer (Principal Financial | August 7, 2009 | |||
| Officer and Principal Accounting Officer) |
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| Executive Vice President for Strategic | August 7, 2009 | ||
George H. Wilson | Operations and Director |
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| Director | August 7, 2009 | ||
William E. Karlson |
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| Director | August 7, 2009 | ||
James C. Hughes |
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| Director | August 7, 2009 | ||
John P. Riceman |
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| Director | August 7, 2009 | ||
General Jimmy D. Ross, USA (Ret.) |
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| Director | August 7, 2009 | ||
Lt. General Richard L. Kelly, USMC (Ret.) |
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| Director | August 7, 2009 | ||
Charles S. Ream |
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*By: | /s/ Philip O. Nolan |
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| Philip O. Nolan |
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| Attorney-In-Fact |
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