As filed with the Securities and Exchange Commission on September 17, 2004
Registration No. 333-60442
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
5904 Richmond Highway
Suite 300
Alexandria, VA 22303
(Address, including Zip Code, of Principal Executive Offices)
ANALEX CORPORATION
2000 STOCK OPTION PLAN
(Full title of the plan)
___________________
Sterling E. Phillips, Jr.
Chief Executive Officer
Analex Corporation
5904 Richmond Highway
Suite 300
Alexandria, VA 22303
(703) 329-9400
(Name, Address and Telephone number, including area code, of
agent for service)
Copies of all communications to:
Jane K. P. Tam, Esq.
Holland & Knight LLP
2099 Pennsylvania Avenue, Suite 100
Washington, D.C. 20006
Phone: (202) 955-3000
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum registration
to be Registered Offering Aggregate fee
registered price Offering
per unit price
Common Stock, 0(1) $0 $0 $0(2)
par value $0.02
per share
(1) This Registration Statement covers the 600,000 shares of
Common Stock, par value $0.02 per share (the "Common Stock") of
Analex Corporation, a Delaware corporation (the "Company" or the
"Registrant"), registered on a Form S-8, Registration No. 333-
60442, filed with the Securities and Exchange Commission (the
"Commission") on May 8, 2001.
(2) Filing fee was previously paid with Registration Statement
filed by the Registrant on May 8, 2001 (Registration No. 333-
60442).
EXPLANATORY NOTE
This Registration Statement amends the Registration
Statement (333-60442), also filed on a Form S-8 by the
Registrant, relating to the Analex Corporation 2000 Stock Option
Plan (the "Plan"), formerly known as the "Hadron, Inc. 2000 Stock
Option Plan." This Registration Statement provides certain
information inadvertently omitted from the initial Registration
Statement filed with the Securities and Exchange Commission on
May 8, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 (plan information and registrant information)
has/have been sent or given to employees as specified by Rule
428(b)(1) of the Securities Act of 1933. Such documents need not
be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of the Company filed with the
Commission are incorporated herein by reference:
(1) Our annual report on Form 10-K for the fiscal year ended
December 31, 2003, filed on March 30, 2004;
(2) Our quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 2004, filed on May 17, 2004;
(3) Our current reports on Form 8-K filed on May 10,
June 1 and July 30,2004,
(4) Our current report amendment on Form 8-K/A filed on August
9, 2004;
(5) Our definitive proxy statement filed on August 9, 2004;
(6) Our quarterly report on Form 10-Q for the fiscal quarter
ended June 30, 2004, filed on August 16, 2004;
(7) All of our filings pursuant to the Exchange Act after the
date of filing of this registration statement and prior to
effectiveness of the registration statement; and
(8) The description of the our common stock contained in our
registration statement on Form 8-A filed on March 3, 2003.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation Law ("DGCL")
allows a corporation to eliminate the personal liability of
directors of a corporation to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a
director, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or
knowingly violated the law, authorized the payment of a dividend
or approved a stock repurchase in violation of Delaware corporate
law or obtained an improper personal benefit. Analex has included
such a provision in its Certificate of Incorporation, as amended
(the "Certificate of Incorporation").
Article EIGHTH of the Certificate of Incorporation further
provides that the indemnification provided therein is not
exclusive, and provides that in the event that the DGCL is
amended to expand the indemnification permitted to directors or
officers, Analex must indemnify those persons to fullest extent
permitted by such law as so amended.
Section 145 of the DGCL provides that a corporation has the
power to indemnify a director, officer, employee or agent of the
corporation and certain other persons serving at the request of
the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to
which he is or is threatened to be made a party by reason of such
position, if such person shall have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if
such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made
with respect to any matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to
the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
Analex's Amended and Restated Bylaws provide for
indemnification to the fullest extent permitted or authorized by
the DGCL or judicial or administrative decisions of each person
who was or is a party or threatened to be made a party, or is
otherwise involved in any action, suit, or proceeding against any
liability or loss suffered and reasonable expenses reasonably
incurred by him by reason of the fact that he is or was a
director or officer of Analex or was serving at the request of
Analex as a director, officer, employee or agent of another
corporation. The foregoing right of indemnification shall not be
exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote
of shareholders or disinterested directors, or otherwise.
Indemnification is required to be made unless Analex
determines that the applicable standard of conduct required for
indemnification has not been met. If Analex fails to make an
indemnification payment in full within sixty days after a written
claim has been received, the claimant may petition the court to
file suit to recover the unpaid amount of such claim, and if
successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such suit, Analex shall
have the burden of proving that the claimant was not entitled to
the requested indemnification or payment of expenses under
applicable law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions or otherwise, the registrant has been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Analex has purchased directors' and officers' liability
insurance which would indemnify its directors and officers
against damages arising out of certain kinds of claims which
might be made against them based on their negligent acts or
omissions while acting in their capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4.1 Analex Corporation 2000 Stock Option Plan
5.1 Opinion of Holland & Knight LLP regarding legality
of the Common Stock (1)
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Soza Associates, P.C.
23.3 Consent of Holland & Knight LLP (1).
24.1 Power of Attorney (included in this Registration
Statement under "Signatures").
(1) Included in Exhibit 5.1 of Registration Statement No. 333-
60442 filed with the Commission by the Registrant on May 8, 2001.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Alexandria, Commonwealth of Virginia, on September
16, 2004.
ANALEX CORPORATION
By: /s/ Sterling E. Phillips, Jr. /s/Ronald B. Alexander
Sterling E. Phillips, Jr. Ronald B. Alexander
Chairman and Chief Executive Officer Senior Vice President and
(Principal Executive Officer) Chief Financial Officer
(Principal Financing and
Accounting Officer)
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned directors of Analex Corporation hereby
severally constitute and appoint Sterling E. Phillips, Jr. and
Ronald B. Alexander and each of them singly, our true and lawful
attorneys with full power to any of them, and to each of them
singly, to sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective
amendments to said Registration Statement and generally to do all
such things in our name and behalf in our capacities as directors
to enable Analex Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ Sterling E. Phillips, Jr. Chairman and September 15, 2004
Sterling E. Phillips, Jr. Chief Executive
Officer
/s/ Peter L. Belford, Sr. Director September 15, 2004
Peter L. Belford, Sr.
/s/ C. Thomas Faulders, III Director September 15, 2004
C. Thomas Faulders, III
/s/ Lincoln D. Faurer Director September 15, 2004
Lincoln D. Faurer
/s/ Martin M. Hale, Jr. Director September 15, 2004
Martin M. Hale, Jr.
/s/ Thomas L. Hewitt Director September 15, 2004
Thomas L. Hewitt
/s/ Joseph "Keith" Kellogg Director September 15, 2004
Joseph "Keith" Kellogg
/s/ Gerald A. Poch Director September 15, 2004
Gerald A. Poch
/s/ Daniel R. Young Director September 15, 2004
Daniel R. Young