<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
MAXIMUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
VIRGINIA 8322 54-1000588
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
ORGANIZATION)
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1356 BEVERLY ROAD
MCLEAN, VIRGINIA 22101
(703) 734-4200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DAVID V. MASTRAN
CHIEF EXECUTIVE OFFICER
MAXIMUS, INC.
1356 BEVERLY ROAD
MCLEAN, VIRGINIA 22101
(703) 734-4200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
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<S> <C>
LYNNETTE C. FALLON, ESQ. ROBERT F. WALL, ESQ.
PALMER & DODGE LLP WINSTON & STRAWN
ONE BEACON STREET 35 WEST WACKER DRIVE
BOSTON, MASSACHUSETTS 02108-3190 CHICAGO, ILLINOIS 60601-9703
(617) 573-0100 (312) 558-5600
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [X] 333-21611
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 number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(2) PER SHARE PRICE(1)(2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value per share... 977,500 $16.00 $15,640,000.00 $4,740.00
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(1) Includes 127,500 shares with the Underwriters may purchase to cover
over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
------------------------
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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with respect to the registration
of additional shares of common stock, no par value per share, of MAXIMUS, Inc.,
a Virginia corporation, for an offering pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement (File No. 333-21611) (the "Earlier Registration
Statement") are incorporated in this Registration Statement by reference. The
form of Prospectus contained in the Earlier Registration Statement will reflect
the aggregate amount of securities registered in this Registration Statement and
the Earlier Registration Statement.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the city of McLean,
Commonwealth of Virginia, on the 12th day of June, 1997.
MAXIMUS, INC.
By: /s/ F. ARTHUR NERRET
------------------------------------
F. Arthur Nerret
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
DAVID V. MASTRAN* President, Chief Executive June 12, 1997
- ---------------------------------------- Officer and Director (Principal
David V. Mastran Executive Officer)
RAYMOND B. RUDDY* Chairman of the Board of June 12, 1997
- ---------------------------------------- Directors
Raymond B. Ruddy
/s/ F. ARTHUR NERRET Chief Financial Officer June 12, 1997
- ---------------------------------------- (Principal Financial and
F. Arthur Nerret Accounting Officer)
RUSSELL A. BELIVEAU* Director June 12, 1997
- ----------------------------------------
Russell A. Beliveau
LYNN P. DAVENPORT* Director June 12, 1997
- ----------------------------------------
Lynn P. Davenport
ROBERT J. MUZZIO* Director June 12, 1997
- ----------------------------------------
Robert J. Muzzio
DONNA J. MULDOON* Director June 12, 1997
- ----------------------------------------
Donna J. Muldoon
SUSAN D. PEPIN* Director June 12, 1997
- ----------------------------------------
Susan D. Pepin
</TABLE>
* By: /s/ F. ARTHUR NERRET
-------------------------------
F. Arthur Nerret
Attorney-in-fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
5.1 Opinion of Palmer & Dodge LLP
23.1 Consent of Palmer & Dodge LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
*24.1 Power of Attorney
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- ---------------
* Filed with the Company's Registration Statement on Form S-1 (Registration No.
333-21611).
<PAGE> 1
Exhibit 5.1
[PALMER & DODGE LETTERHEAD]
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
June 12, 1997
MAXIMUS, Inc.
1356 Beverly Road
McLean, VA 22101
We are rendering this opinion in connection with the Registration
Statement on Form S-1 (the "Registration Statement") filed by MAXIMUS, Inc.
(the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to up to 850,000 shares (977,500 shares if the
underwriters' over-allotment option is exercised in full) of the Company's
Common Stock, no par value per share (the "Shares"). We understand that the
Shares are to be offered and sold in the manner described in the Registration
Statement.
We have acted as your counsel in connection with the preparation of the
Registration Statement. We are familiar with the proceedings of the Board of
Directors on June 12, 1997 in connection with the authorization, issuance and
sale of the Shares (the "Resolutions"). We have examined such other documents
as we consider necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and delivered by the Company against
payment therefor at the price to be determined pursuant to the Resolutions,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus filed as part thereof.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/s/ PALMER & DODGE LLP
PALMER & DODGE LLP
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EXHIBIT 23.2
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-1 of MAXIMUS, Inc. filed prusuant to Rule 462(b) under the Securities
Act of 1933, as amended, of our report dated February 7, 1997, and to the
reference to our firm under the captions "Selected Financial Data" and
"Experts" included in such Registration Statement (Form S-1 No. 333-21611)
declared effective on June 12, 1997, and related Prospectus of MAXIMUS, Inc.
/s/ Ernst & Young LLP
Washington, DC
June 12, 1997
