As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VSE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 54-069263
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2550 Huntington Avenue
Alexandria, Virginia 22303
(703) 960-4600
(Address of Principal Executive Offices, Including Zip Code)
VSE CORPORATION
EMPLOYEE
ESOP/401(k)
PLAN
(Full Title of the Plan)
C. S. Weber
VSE Corporation
2550 Huntington Avenue
Alexandria, Virginia 22303
(Name and Address of Agent for Service)
(703) 329-4770
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Jeffrey E. Jordan, Esq.
Arent Fox Kintner Plotkin & Kahn
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
_______________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
_____________________________________________________________________________
Proposed Proposed
Maximum Maximum
Offering Aggregate
Amount Price Per Offering Amount of
Title of Securities to be Share (1) or Price (1) Registration
to be Registered Registered Interest (2) (2) Fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.05 par value 100,000 $17.25 $1,725,000 $594.82
Interests in Employee
ESOP/401(k) plan - $0.00 $0.00 $0.00
_____________________________________________________________________________
(1) Pursuant to Rule 457(h)(1), based on the average of the high and low prices
reported in the NASDAQ National Market within five business days prior to the
date of filing.
(2) The number of interests is undesignated, pursuant to Rule 457(h)(2), no
separate fee is required with respect to interests in the Employee ESOP/401(k)
Plan constituting separate securities.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
* Information required by Part I to be contained in a Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933
(the "Securities Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant or
the Plan with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration
Statement:
1. The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
2. The Registrant's quarterly report on Form 10-Q for the
period ended March 31, 1996.
3. The Registrant's quarterly report on Form 10-Q for the
period ended June 30, 1996.
4. The VSE Corporation Employee ESOP/401(k) Plan's
Annual Report on Form 11-K for the fiscal year ended
December 27, 1995.
5. All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year ended December 31, 1995.
6. Registrant's Form 8-A Registration Statement filed pursuant to
Section 12 of the Exchange Act, containing a description of the
Registrant's common stock ("Shares"), including any amendment
or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant or
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing of such documents.
<PAGE>
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
David M. Osnos, a director of the Registrant, is a partner in
the law firm of Arent Fox Kintner Plotkin & Kahn.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at its request in
such capacity in another corporation or business association, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he 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 with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article Eleven of the Registrant's Restated Certificate of Incorporation
provides for the elimination of personal liability of a director for breach
of fiduciary duty as permitted by Section 102(b)(7) of the Delaware General
Corporation Law, and Article VII, Section 7 of the Registrant's Bylaws
provides that the Registrant shall indemnify its directors, officers,
employees and agents to the extent permitted by Section 145 of the Delaware
General Corporation Law.
The Registrant has in effect a directors and officers liability
insurance policy under which the directors and officers of the Registrant are
insured against loss arising from claims made against them due to wrongful
acts while acting in their individual and collective capacities as directors
and officers, subject to certain exclusions.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index on page 8.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities
registered hereby, a post-effective amendment to this Registrant 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 the 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;
(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 the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 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 termina-
tion of the offering.
(b) The Registrant hereby further 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 Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
(c) 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 foregoing provisions, 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, unless in the opinion of its counsel the
matter has been settled by controlling precedent, will 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.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 County of Fairfax, State of Virginia, on the thirty-first
day of October, 1996.
VSE CORPORATION
By: /s/ C. S. Weber
C. S. Weber
Senior Vice President,
and Treasurer
VSE CORPORATION EMPLOYEE
ESOP/401(k) PLAN
By: /s/ M. A. Robin
M. A. Robin
Senior Vice President,
Director of Human
Resources, Trustee
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Donald M. Ervine and Craig S. Weber, and each of
them his true and lawful attorney-in-fact and agent with power of substitution
and resubstitution, for him, and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post effective amend-
ments) to this Registration Statement on Form S-3, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done to comply with the provisions of the
Securities Act and all requirements of the Commission, hereby ratifying and
confirming all that said attorney-in-fact or any of them, or their or his or
her substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated:
Signatures Title Date
/s/ D. M. Ervine Chairman of the Board, October 31, 1996
D. M. Ervine Chief Executive Officer
and Director
/s/ R. B. McFarland President, Chief October 31, 1996
R. B. McFarland Operating Officer
and Director
/s/ C. S. Weber Senior Vice President October 31, 1996
C. S. Weber Chief Financial Officer
Secretary and Treasurer
/s/ Sarah Clements Director October 31, 1996
Sarah Clements
/s/ R. J. Kelly Director October 31, 1996
R. J. Kelly
/s/ C. S. Koonce Director October 31, 1996
C. S. Koonce
/s/ J. M. Marchello Director October 31, 1996
J. M. Marchello
<PAGE>
Director
D. M. Osnos
Director
J. D. Ross
/s/ B. K. Wachtel Director October 31, 1996
B. K. Wachtel
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Page
4. Instruments defining the rights of security
holders
(a) The VSE Corporation Employee ESOP/401(k) Plan adopted 1984,
as amended. Incorporated by reference from Exhibit 4 to the registration
statement on Form S-3, filed October 31, 1996.
5. Opinion of Arent Fox Kintner Plotkin & Kahn
re: validity of securities registered 9
23. Consents of experts and counsel
(a) Consent of Arthur Andersen LLP 10
(b) Consent of Arent Fox Kintner
Plotkin & Kahn (counsel): included in exhibit 5
24. Power of Attorney: included on signature page.
<PAGE>
Exhibit 5
October 31, 1996
The Board of Directors
VSE Corporation
2550 Huntington Avenue
Alexandria, Virginia 22303
Gentlemen:
We have acted as counsel to VSE Corporation (the "Company") with respect
to the Company's Registration Statement on Form S-8, filed by the Company with
the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 100,000 shares of Common
Stock, par value $.05 per share (the "Shares") and an undesignated number of
interests (the "Interests") in the Company's Employee ESOP/401(k) Plan (the
"Plan").
As counsel to the Company, we have examined the Company's Certificate of
Incorporation and such records, certificates and other documents of the
Company, as well as relevant statutes, regulations, published rulings and such
questions of law, as we considered necessary or appropriate for the purpose of
this opinion.
We assume that, prior to the sale of any Shares to which the Registration
Statement relates, appropriate action will be taken to register and qualify
such Shares for sale, to the extent necessary, under any applicable state
securities laws.
Based on the foregoing, we are of the opinion that the 100,000 Shares
subject to the Plan when issued or delivered and paid for in accordance with
the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the General Rules and Regulations
thereunder.
Very truly yours,
/s/ ARENT FOX KINTNER PLOTKIN & KAHN
Exhibit 23a
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of:
i. our report dated March 1, 1996 included in VSE
Corporation's Form 10-K for the year ended December 31,
1995; and
ii. our report dated March 12, 1996 included in VSE
Corporation Employee ESOP/401(k) Plan's Form 11-K for the
year ended December 27, 1995.
We also consent to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Washington, D.C.,
October 31, 1996
