As filed with the Securities and Exchange Commission on March 15, 2007
Registration No. 333-96297
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
ANALEX CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 71-0869563 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
2677 Prosperity Avenue, Suite 400
Fairfax, Virginia 22031
(703) 852-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Analex Corporation 1994 Stock Option Plan
(Full Title of the Plan)
Sterling E. Phillips, Jr.
Chairman and Chief Executive Officer
Analex Corporation
2677 Prosperity Avenue, Suite 400
Fairfax, Virginia 22031
(703) 852-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Deborah Fox Corporate Vice President and General Counsel QinetiQ North America Operations LLC 7918 Jones Branch Drive, Suite 400 McLean, VA 22102 Tel: (703) 752-6500 | James Hanna Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, DC 20004 Tel: (202) 637-2200 |
The Registration Statement on Form S-8 (Registration No. 333-96297) (the “Registration Statement”) of Analex Corporation, a Delaware corporation (“Analex”), pertaining to the registration of certain shares of Analex’s common stock, par value $0.02 per share (“Analex Common Stock”), issuable to eligible employees of Analex under the Analex Corporation 1994 Stock Option Plan (formerly known as the Hadron, Inc. 1994 Stock Option Plan), to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on February 7, 2000.
QinetiQ North America Operations LLC, a Delaware limited liability company (“QNA”), Apollo Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of QNA (“Purchaser”) and Analex entered into an Agreement and Plan of Merger, dated as of January 20, 2007, that provides for, among other things, the merger of Purchaser with and into Analex with Analex surviving as a wholly owned subsidiary of QNA and the conversion of each outstanding share of Analex Common Stock into the right to receive $3.70 net to the holder in cash, without interest (subject to applicable withholding taxes) (the “Merger”).
On March 13, 2007, Purchaser acquired over 90% of the outstanding Analex Common Stock and subsequently effected the Merger pursuant to Section 253 of the General Corporation Law of the State of Delaware. The Merger became effective as specified in a Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware on March 14, 2007 (the “Merger Date”).
As a result of the Merger, Analex has terminated all offerings of Analex Common Stock pursuant to its existing registration statements, including the Registration Statement. Accordingly, Analex hereby removes from registration all shares of Analex Common Stock registered under the Registration Statement which remain unsold as of the Merger Date.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fairfax, County of Fairfax, State of Virginia, on the 15th day of March, 2007.
| By: | /s/ Sterling E. Phillips, Jr. | |
| Name: | Sterling E. Phillips, Jr. | |
| Title: | Chief Executive Officer |
