As filed with the Securities and Exchange Commission on May 10, 2002
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MAXIMUS, INC.
(Exact Name of Registrant as Specified in its Charter)
VIRGINIA 54-1000588
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation)
11419 SUNSET HILLS ROAD, RESTON, VIRGINIA 20190
(Address of Principal Executive Offices) (Zip Code)
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1997 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
DAVID V. MASTRAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MAXIMUS, Inc.
11419 Sunset Hills Road
Reston, Virginia 20190
(703) 251-8500
(Name, Address and Telephone Number of Agent for Service)
with copies to:
KERRY JOHN TOMASEVICH, ESQUIRE
Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199-7613
(617) 239-0100
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount Of
Registered Registered Share(1) Price(1) Registration Fee
- --------------------------- ------------------- ------------------ ------------------ ----------------
Common Stock, no par value 1,500,000 shares(2) $31.58 $47,370,000 $4,358.04
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) based upon the average of the high and low
sale prices on May 3, 2002 as reported by the New York Stock Exchange.
(2) This Registration Statement registers an additional 1,500,000 shares
issuable under the Registrant's 1997 Equity Incentive Plan (the "Plan"). An
aggregate of 5,000,000 shares issuable under the Plan have previously been
registered under prior registration statements (Registration No. 333-41871,
Registration No. 333-75263 and Registration No. 333-62380).
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENTS
Pursuant to Instruction E to Form S-8, the contents of (i) the
registrant's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on December 10, 1997 (File No.
333-41871), (ii) the registrant's Registration Statement on Form S-8 filed
with the Commission on March 30, 1999 (File No. 333-75263) and (iii) the
registrant's Registration Statement on Form S-8 filed with the Commission on
June 6, 2001 (File No. 333-62380), relating to the registration of an
aggregate of 5,000,000 shares of the registrant's Common Stock, no par value
(the "Common Stock"), authorized for issuance under the registrant's 1997
Equity Incentive Plan (the "Plan"), are incorporated by reference in their
entirety in this registration statement, except as set forth below. This
registration statement provides for the registration of an additional
1,500,000 shares of the registrant's Common Stock to be issued under the Plan.
Item 5. Interests of Named Experts and Counsel.
The legality of the common stock offered hereby will be passed upon for
the registrant by Palmer & Dodge LLP, Boston, Massachusetts. Mr. Kerry J.
Tomasevich, a partner of Palmer & Dodge LLP, is an Assistant Secretary of the
registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Reston, Commonwealth of Virginia,
on this 22nd day of April, 2002.
MAXIMUS, INC.
By: /S/ RICHARD MONTONI
Richard Montoni
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of MAXIMUS, Inc., hereby
severally constitute and appoint David V. Mastran, F. Arthur Nerret, Richard
Montoni, David R. Francis and Kerry J. Tomasevich and each of them singly, our
true and lawful attorneys-in-fact, with full power to them in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8 including any post-effective amendments thereto, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated below:
SIGNATURE TITLE DATE
/S/ DAVID V. MASTRAN President, Chief Executive April 22, 2002
- ----------------------------- Officer and Director
David V. Mastran (Principal Executive Officer)
/S/ PETER B. POND Chairman of the Board of April 22, 2002
- ----------------------------- Directors
Peter B. Pond
/S/ RICHARD MONTONI Chief Financial Officer April 22, 2002
- ----------------------------- (Principal Financial and
Richard Montoni Accounting Officer)
/S/ RUSSELL A. BELIVEAU Director April 22, 2002
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Russell A. Beliveau
/S/ LYNN P. DAVENPORT Director April 22, 2002
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Lynn P. Davenport
/S/ THOMAS A. GRISSEN Director April 22, 2002
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Thomas A. Grissen
/S/ JAMES R. THOMPSON, JR. Director April 24, 2002
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James R. Thompson, Jr.
/S/ MARILYN SEYMANN Director April 24, 2002
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Marilyn Seymann
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Amended and Restated Articles of Incorporation. (1)
4.2 Amended and Restated By-laws. (2)
4.3 Specimen Common Stock Certificate. (2)
5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Palmer & Dodge LLP. Contained in Exhibit 5.1 hereto.
24.1 Power of Attorney. Set forth on the signature page to this
Registration Statement.
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(1) Filed as an exhibit to MAXIMUS, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000 (File No. 1-12997) on August 14, 2000
and incorporated herein by reference.
(2) Filed as an exhibit to MAXIMUS, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997 (File No. 1-12997) on August 14, 1997
and incorporated herein by reference.