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As filed with the Securities and Exchange Commission on December 10, 1997
REGISTRATION NO. 333-___________
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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)
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VIRGINIA 54-1000588
<S> <C>
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
1356 BEVERLY ROAD, MCLEAN, VIRGINIA 22101
(Address of Principal Executive Offices) (Zip Code)
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1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
DAVID V. MASTRAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MAXIMUS, Inc.
1356 Beverly Road
McLean, Virginia 22101
(703) 734-4200
(Name, Address and Telephone Number of Agent for Service)
with copies to:
LYNNETTE C. FALLON, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108-3190
(617) 573-0100
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum offering aggregate offering registration fee
price per share(1) price(1)
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<S> <C> <C> <C> <C>
Common Stock, no par value 500,000 shares $24.04 $12,020,000.00 $3,545.90
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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 December 3, 1997 as reported by the New York Stock
Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participating employees of the 1997 Employee Stock Purchase Plan of MAXIMUS,
Inc. (the "Registrant") pursuant to Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Prospectus, dated June 12, 1997 (File No. 333-21611),
filed with the Commission pursuant to Rule 424(b) under the Securities Act and
containing audited financial statements for the Registrant for each of the three
years in the period ended September 30, 1996.
(b) All other reports of the Registrant filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Prospectus referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 1-12997) filed with the Commission
on May 15, 1997, including any amendment or report filed for the purpose of
updating such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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. Lynnette C. Fallon, a
partner of Palmer & Dodge LLP, is an Assistant Secretary of the Registrant.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Articles of Incorporation provide
that the Registrant's directors and officers shall be indemnified to the full
extent required or permitted by the Virginia Stock Corporation Act (the "VSCA"),
including the advance of expenses, and that other employees and agents shall be
indemnified to such extent as shall be authorized by the Board of Directors or
the Bylaws of the Registrant and as shall be permitted by law.
Sections 13.1-697 and 13.1-702 of the VSCA permit the Registrant to
indemnify an individual made party to a proceeding because he was a director,
officer, employee or agent of the Registrant against liability incurred in the
proceeding if (1) he conducted himself in good faith, (2) he believed, in the
case of conduct in his official capacity, that such conduct was in the
Registrant's best interests, or, in all other cases, that such conduct was at
least not opposed to the Registrant's best interests, and (3) he had no
reasonable cause to believe, in the case of a criminal proceeding, that his
conduct was unlawful; provided, however, no indemnification shall be permitted
(1) in connection with a proceeding by or in the right of the Registrant in
which the individual is adjudged liable to the Registrant, or (2) in connection
with any other proceeding charging improper personal benefit to such individual
in which the individual is adjudged liable on the basis that personal benefit
was improperly received by such individual. Under sections 13.1-698 and 13.1-702
of the VSCA, unless limited by its Articles of Incorporation, the Registrant
shall indemnify a director or officer who entirely prevails in the defense of
any proceeding to which he was a party because he is or was a director or
officer against reasonable expenses incurred.
The Registrant carries Directors' and Officers' insurance which covers its
directors and officers against certain liabilities they may incur when acting in
their capacity as directors or officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
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, represents 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 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 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
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 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.
(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 provisions referred to in Item 6 hereof, or
otherwise, the Registrant has been advised 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. 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
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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.
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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 McLean, Commonwealth of Virginia, on this 10th
day of December, 1997.
MAXIMUS, INC.
By: /s/ F. ARTHUR NERRET
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F. Arthur Nerret
Vice President, Finance
and Treasurer
POWER OF ATTORNEY
We, the undersigned officers and directors of MAXIMUS, Inc. hereby
severally constitute and appoint David V. Mastran, Raymond B. Ruddy, F. Arthur
Nerret and Lynnette C. Fallon 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 below by the following persons in
the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ DAVID V. MASTRAN President, Chief Executive December 10, 1997
- ------------------------------------------- Officer and Director
David V. Mastran (Principal Executive Officer)
/s/ RAYMOND B. RUDDY Chairman of the Board December 10, 1997
- ------------------------------------------- of Directors and
Raymond B. Ruddy Vice President, Consulting
/s/ F. ARTHUR NERRET Vice President, Finance, December 10, 1997
- ------------------------------------------- Treasurer and Assistant Secretary
F. Arthur Nerret (Principal Financial and
(Accounting Officer)
/s/ RUSSELL A. BELIVEAU Director December 10, 1997
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Russell A. Beliveau
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/s/ JESSE BROWN Director December 10, 1997
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Jesse Brown
/s/ LYNN P. DAVENPORT Director December 10, 1997
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Lynn P. Davenport
/s/ ROBERT J. MUZZIO Director December 10, 1997
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Robert J. Muzzio
/s/ DONNA J. MULDOON Director December 10, 1997
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Donna J. Muldoon
/s/ SUSAN D. PEPIN Director December 10, 1997
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Susan D. Pepin
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Amended and Restated Articles of Incorporation of the
Registrant.(1)
4.2 Amended and Restated By-laws of the Registrant.(1)
4.3 Specimen certificate representing the Common Stock of the
Registrant.(1)
4.4 Complete text of the 1997 Employee Stock Purchase Plan of the
Registrant. Filed as Exhibit 10.3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-21611) dated
February 12, 1997 and incorporated herein by reference.
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.
23.2 Consent of Palmer & Dodge LLP. Contained in Opinion of Palmer &
Dodge LLP, included in Exhibit 5.1 hereto.
24.1 Power of Attorney. Set forth on the signature page to this
Registration Statement.
(1) Filed as an exhibit to the Registrant'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.
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EXHIBIT 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
December 10, 1997
MAXIMUS, Inc.
1356 Beverly Road
McLean, Virginia 22101
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by MAXIMUS, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), on or about the date hereof.
The Registration Statement relates to 500,000 shares (the "Shares") of the
Company's Common Stock, no par value, offered pursuant to the provisions of the
Company's 1997 Employee Stock Purchase Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization of the issuance and sale of the
Shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under Item 5 thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
PALMER & DODGE LLP
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8, Number 333-______) pertaining to the 1997 Employee Stock Purchase
Plan of MAXIMUS, Inc. of our report dated February 7, 1997 with respect to the
financial statements of MAXIMUS, Inc. included in its Prospectus dated June 12,
1997 (File No. 333-21611) filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Washington, D.C.
December 8, 1997
