<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1998.
REGISTRATION NO. 333-67713
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MAXIMUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
VIRGINIA 54-1000588
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>
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)
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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)
WITH COPIES TO:
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<S> <C>
LYNNETTE C. FALLON, ESQ. ROBERT F. WALL, ESQ.
PALMER & DODGE LLP R. CABELL MORRIS, JR.
ONE BEACON STREET WINSTON & STRAWN
BOSTON, MASSACHUSETTS 02108-3190 35 WEST WACKER DRIVE
(617) 573-0100 CHICAGO, ILLINOIS 60601-9703
(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 the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-67713
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 statement 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,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value........ 230,000 shares(2) $32.50 $7,475,000 $2,079
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457 of the Securities Act of 1933.
(2) Includes a total of 30,000 shares that are subject to over-allotment options
granted to the Underwriters.
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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. 333-67713) (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.
<PAGE> 3
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-3 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 December 10,
1998.
MAXIMUS, INC.
By: /s/ F. ARTHUR NERRET
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F. Arthur Nerret
Chief Financial Officer
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/ DAVID V. MASTRAN* President, Chief Executive December 10, 1998
- ------------------------------- Officer and Director
David V. Mastran (Principal Executive
Officer)
/s/ RAYMOND B. RUDDY* Chairman of the Board of December 10, 1998
- ------------------------------- Directors
Raymond B. Ruddy
/s/ F. ARTHUR NERRET Chief Financial Officer December 10, 1998
- ------------------------------- (Principal Financial and
F. Arthur Nerret Accounting Officer)
/s/ RUSSELL A. BELIVEAU* Director December 10, 1998
- -------------------------------
Russell A. Beliveau
/s/ JESSE BROWN* Director December 10, 1998
- -------------------------------
Jesse Brown
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SIGNATURE TITLE DATE
/s/ MARGARET CARRERA* Vice-Chairwoman of the December 10, 1998
- ----------------------------- Board and Director
Margaret Carrera
/s/ LOUIS E. CHAPPUIE* Director December 10, 1998
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Louis E. Chappuie
/s/ LYNN P. DAVENPORT* Director December 10, 1998
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Lynn P. Davenport
/s/ ROBERT J. MUZZIO* Director December 10, 1998
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Robert J. Muzzio
/s/ SUSAN D. PEPIN* Director December 10, 1998
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Susan D. Pepin
/s/ PETER B. POND* Director December 10, 1998
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Peter B. Pond
*By: /s/ F. ARTHUR NERRET
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F. Arthur Nerret
Attorney-in-Fact
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
5 Opinion of Palmer & Dodge LLP. Filed herewith.
23.1 Consent of Ernst & Young LLP, independent auditors. Filed herewith.
23.2 Consent of Grant Thornton LLP, independent auditors. Filed herewith.
23.3 Consent of Palmer & Dodge LLP. Included in Exhibit 5.
24 Power of Attorney (1).
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(1) Filed with the Company's Registration Statement on Form S-3 (Registration
No. 333-67713).
<PAGE> 1
EXHIBIT 5
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
December 10, 1998
MAXIMUS, Inc.
1356 Beverly Road
McLean, Virginia 22101
We are rendering this opinion in connection with the Registration Statement
on Form S-3 (the "Registration Statement") filed by MAXIMUS, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), on or about the date hereof. The
Registration Statement relates to up to 200,000 shares (230,000 shares if the
underwriters' overallotment 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 and are familiar with the proceedings taken by the
Company in connection with the authorization, 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 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 an exhibit to 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
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Palmer & Dodge LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of MAXIMUS, Inc. filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, of our report dated November 13, 1998 and
to the reference to our firm under the captions "Selected Consolidated
Financial Data" and "Experts" included in the Registration Statement (Form S-3
No. 333-67713) expected to be declared effective on or about December 10, 1998
and the related Prospectus of MAXIMUS, Inc.
/s/ ERNST & YOUNG LLP
Washington, DC
December 9, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF GRANT THORNTON LLP, INDEPENDENT AUDITORS
We have issued our report dated March 18, 1998, except for Note L which
is as of March 23, 1998, on the financial statements of David M. Griffith &
Associates, Ltd. (not presented herein) as of December 31, 1997 and for each of
the two years in the period ended December 31, 1997, included in the
Registration Statement on Form S-3 of MAXIMUS, Inc. We hereby consent to the
use of the aforementioned report in the Registration Statement, as amended, on
Form S-3 of MAXIMUS, Inc. and to the use of our name as it appears under the
caption "EXPERTS."
/s/ GRANT THORNTON LLP
Chicago, Illinois
December 9, 1998
