Everest Technology Solutions S3/A Shelf registration (amended)

As filed with the Securities and Exchange Commission on April 24, 2014

Registration No. 333-195458

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM S-3

(Amendment No. 1)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________________________

THE KEYW HOLDING CORPORATION

and certain subsidiaries identified in the “Table of Additional Registrants” below

(Exact name of registrant as specified in its charter)

Maryland

27-1594952

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification Number)

7740 Milestone Parkway, Suite 400

Hanover, MD 21076

443-733-1600

(Address, including zip code, and telephone number, including area code, ofregistrant’s principal executive offices)

Leonard E. Moodispaw

President and Chief Executive Officer

The KEYW Holding Corporation

7740 Milestone Parkway, Suite 400

Hanover, MD 21076

443-733-1600

(Name, address, including zip code, and telephone number, including area code,of agent for service)

Copies To:

Jonathan F. Wolcott, Esq.

Holland & Knight LLP

1600 Tysons Boulevard, Suite 700

McLean, VA 22102

(703)-720-8600

Philip Luci, Jr., Esq.

General Counsel

The KEYW Holding Corporation

7740 Milestone Parkway, Suite 400

Hanover, Maryland 21076

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨

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.

Large accelerated filer¨	Accelerated filerþ
Non-accelerated filer¨ (Do not check if a smaller reporting company)	Smaller reporting company¨

TABLE OF ADDITIONAL REGISTRANTS

The following direct or indirect subsidiaries of the registrant may guarantee the debt securities issued hereunder and are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is c/o The KEYW Holding Corporation, 7740 Milestone Parkway, Suite 400, Hanover, MD 21076, telephone number: 443-733-1600.

Name of Co-Registrant	Jurisdiction of Organization	I.R.S. Employer Identification No.

The KEYW Corporation	Maryland	26-2620786
Hexis Cyber Solutions, Inc.	Maryland	06-1643722
The Analysis Group, LLC	Virginia	27-1877092
Everest Technology Solutions, Inc.	Delaware	26-0006228
Poole & Associates, Inc.	Maryland	52-2186559
SenSage, Inc.	California	94-3384824

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note:

The sole purpose of this amendment is to file an amended version of Exhibit 23.1 to the registration statement to add the signature of the registrant’s independent registered public accounting firm. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II, the Exhibit Index of the registration statement and Exhibit 23.1.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

A list of the exhibits required by Item 601 of Regulation S-K to be filed as part of this registration statement is set forth in the Exhibit Index below.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hanover, Maryland, on this 24thday of April, 2014.

	THE KEYW HOLDING CORPORATION

	/s/ Philip L. Calamia
	Philip L. Calamia
	Executive Vice President and Chief Financial Officer

Signature	Title	Date

*		April 24, 2014
Leonard E. Moodispaw	President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Philip L. Calamia		April 24, 2014
Philip L. Calamia	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

*		April 24, 2014
Deborah A. Bonanni	Director

*		April 24, 2014
William I. Campbell	Director

*		April 24, 2014
Pierre A. Chao	Director

*		April 24, 2014
John G. Hannon	Director

*		April 24, 2014
Kenneth A. Minihan	Director

*		April 24, 2014
Arthur L. Money	Director

*		April 24, 2014
Caroline S. Pisano	Director


*By:
/s/ Philip L. Calamia		April 24, 2014
Philip L. Calamia
Attorney-in-Fact

SIGNATURES

	THE KEYW CORPORATION

	/s/ Philip L. Calamia
	Philip L. Calamia
	Treasurer and Chief Financial Officer