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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998
COMMISSION FILE NUMBER: 1-12997
MAXIMUS, INC.
(Exact name of Registrant as specified in its Charter)
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VIRGINIA
(State or other jurisdiction of incorporation or organization)
54-1000588
(I.R.S. Employer Identification Number)
1356 BEVERLY ROAD, MCLEAN, VIRGINIA 22101
(Address of principal executive offices including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 734-4200
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
COMMON STOCK, NO PAR VALUE
(Title of Class)
NEW YORK STOCK EXCHANGE
(Name of each Exchange on which registered)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
The approximate aggregate market value of voting stock held by
non-affiliates of the Registrant as of November 19, 1998 was $205,437,792 based
on the last reported sale price of the Registrant's Common Stock on the New York
Stock Exchange as of the close of business on that day. (On the same basis the
aggregate value of the voting stock, including shares held by affiliates was
$542,207,673). There were 18,225,468 shares of the Registrant's Common Stock
outstanding as of November 19, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for its 1999 Annual
Meeting of Shareholders to be held on February 23, 1999, which Definitive Proxy
Statement will be filed with the Securities and Exchange Commission not later
than 120 days after the Registrant's fiscal year-end of September 30, 1998, are
incorporated by reference into Part III of the Registrant's Form 10-K as
amended hereby.
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This Amendment No. 1 to the Annual Report on Form 10-K has been filed by
the Registrant to (1) amend the Exhibit List at Item 14(c) and the Exhibit Index
of the Annual Report and (2) add as an exhibit to the Annual Report on Form 10-K
the exhibit filed herewith as Exhibit 21.1.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
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(a) 1. FINANCIAL STATEMENTS
The consolidated financial statements are listed under Item
8 of this report.
2. FINANCIAL STATEMENT SCHEDULES
None.
(b) REPORTS ON FORM 8-K
The Company filed a Current Report on Form 8-K dated August
31, 1998 reporting on the completion of the Company's
business combination with Carrera.
(c) EXHIBITS
The Exhibits filed as part of this Form 10-K are listed on
the Exhibit Index immediately preceding such Exhibits, which
Exhibit Index is incorporated herein by reference.
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EXHIBIT
NUMBER EXHIBIT
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3.1 Amended and Restated Articles of Incorporation of
Company.(1)
3.2 Amended and Restated By-laws of Company.(1)
4.1 Specimen Common Stock Certificate.(1)
10.1 1997 Equity Incentive Plan.(2)(3)
10.2 1997 Director Stock Option Plan, as amended.(3)(4)
10.3 1997 Employee Stock Purchase Plan.(2)(3)
10.4 Amendment No. 1 to 1997 Employee Stock Purchase Plan.(3)(5)
10.5 Executive Employment, Non-Compete, Confidentiality and Stock
Restriction Agreement by and between the Company and David
V. Mastran.(2)
10.6 Executive Employment, Non-Compete, Confidentiality and Stock
Restriction Agreement by and between the Company and Raymond
B. Ruddy.(2)
10.7 Executive Employment, Non-Compete, Confidentiality and Stock
Restriction Agreement by and between the Company and Russell
A. Beliveau.(2)
10.8 Executive Employment, Non-Compete, Confidentiality and Stock
Restriction Agreement by and between the Company and Susan
D. Pepin.(2)
10.9 Executive Employment, Non-Compete, Confidentiality and Stock
Restriction Agreement by and between the Company and Ilene
R. Baylinson.(2)
10.10 Executive Employment, Non-Compete, Confidentiality and Stock
Restriction Agreement by and between the Company and Lynn P.
Davenport.(2)
10.11 Executive Employment, Non-Compete and Confidentiality
Agreement by and between the Company and Margaret Carrera.(6)
10.12 Executive Employment, Non-Compete and Confidentiality
Agreement by and between the Company and George C. Casey.(6)
10.13 Executive Employment, Non-Compete and Confidentiality
Agreement by and between the Company and Louis E. Chappuie.(6)
10.14 Executive Employment, Non-Compete and Confidentiality
Agreement by and between the Company and Gary L. Glickman.(6)
10.15 Form of Indemnification Agreement by and between the Company
and each of the directors of the Company.(2)
10.16 Letter Agreement dated September 30, 1997 between the
Company and Crestar Bank with respect to a $10 million line
of credit.(4)
10.17 Commercial Note, dated September 30, 1997 in the amount of
$10 million, issued by the Company to Crestar Bank.(4)
10.18 California Options Project Contract, dated October 1, 1996,
by and between the Company and the Department of Health
Services of the State of California.(2)
10.19 Agreement and Plan of Merger by and between the Company and
David M. Griffith and Associates, Ltd.(7)
21.1 Subsidiaries of the Company. Filed herewith.
23.1 Consent of Ernst & Young LLP, independent auditors.(6)
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EXHIBIT
NUMBER EXHIBIT
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23.2 Consent of Grant Thornton LLP, independent auditors.(6)
24.1 Power of Attorney.(6)
27 Financial Data Schedule. EDGAR only.(6)
99.1 Important Factors Regarding Forward Looking Statements.(6)
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(1) Filed as an exhibit to the Company'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.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-1
(File No. 333-21611) declared effective on June 12, 1997 and incorporated
herein by reference.
(3) Management contracts and compensatory plan or arrangements required to be
filed as an Exhibit pursuant to Item 14(c) of Form 10-K.
(4) Filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended September 30, 1997 (File No. 1-12997) on December 22, 1997 and
incorporated herein by reference.
(5) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 (File No. 1-12997) on August 13, 1998 and
incorporated herein by reference.
(6) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended September 30, 1998 (File No. 1-12977) on November 23, 1998 and
incorporated herein by reference.
(7) Filed as an exhibit to the Company's Registration Statement on Form S-4
(File No. 333-49305) filed with the Securities and Exchange Commission on
April 3, 1998 and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized in the
city of McLean, Commonwealth of Virginia, on the 6th day of January, 1999.
MAXIMUS, INC.
By: /s/ F. ARTHUR NERRET
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F. ARTHUR NERRET
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
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21.1 Subsidiaries of the Company. Filed herewith.
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EXHIBIT 21.1
SUBSIDIARIES OF THE COMPANY
NAME STATE OF INCORPORATION
Carrera Consulting Group California
DMG-MAXIMUS, Inc. Illinois
