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As filed with the Securities and Exchange Commission on March 30, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------
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)
VIRGINIA 54-1000588
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation) Identification No.)
1356 BEVERLY ROAD, MCLEAN, VIRGINIA 22101
(Address of Principal Executive Offices) (Zip Code)
--------------------
1997 EQUITY INCENTIVE 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share(1) price(1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,000,000 shares(2) $28.00 $56,000,000.00 $15,568.00
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 March 23, 1999 as reported by the New York Stock Exchange.
(2) The Registration Statement registers an additional 2,000,000 shares
issuable under the Registrant's 1997 Equity Incentive Plan (the "Plan"). An
aggregate of 1,000,000 shares issuable under the Plan have previously been
registered under a prior registration statement (Registration Statement No.
333-41871).
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STATEMENT REGARDING INCORPORATION BY REFERENCE
FROM EFFECTIVE REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on December 10, 1997 (File No. 333-41871) relating to the
registration of 1,000,000 shares of the Registrant's Common Stock, no par value
(the "Common Stock"), authorized for issuance under the Registrant's 1997 Equity
Incentive Plan (the "Plan"), are incorporated by reference in their entirety in
this Registration Statement. This Registration Statement provides for the
registration of an additional 2,000,000 shares of the Registrant's Common Stock
to be issued under the Plan.
1
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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 30th
day of March 1999.
MAXIMUS, INC.
By: /s/ F. ARTHUR NERRET
-------------------------------
F. Arthur Nerret
Vice President, Finance, Treasurer
and Chief Financial Officer
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, David R. Francis 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:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID V. MASTRAN President, Chief Executive March 30, 1999
- ----------------------------- Officer and Director
David V. Mastran (Principal Executive Officer)
/s/ RAYMOND B. RUDDY Chairman of the Board March 30, 1999
- ----------------------------- of Directors and
Raymond B. Ruddy Vice President, Consulting
/s/ F. ARTHUR NERRET Vice President, Finance, March 30, 1999
- ----------------------------- Treasurer and Assistant
F. Arthur Nerret Secretary (Principal Financial
and Accounting Officer)
/s/ RUSSELL A. BELIVEAU Director March 30, 1999
- -----------------------------
Russell A. Beliveau
/s/ JESSE BROWN Director March 30, 1999
- -----------------------------
Jesse Brown
2
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/s/ MARGARET CARRERA Director March 30, 1999
- -----------------------------
Margaret Carrera
- ----------------------------- Director
George C. Casey
/s/ LOUIE E. CHAPPUIE Director March 30, 1999
- -----------------------------
Louie E. Chappuie
/s/ LYNN P. DAVENPORT Director March 30, 1999
- -----------------------------
Lynn P. Davenport
/s/ THOMAS G. GRISSEN Director March 30, 1999
- -----------------------------
Thomas A. Grissen
/s/ ROBERT J. MUZZIO Director March 30, 1999
- -----------------------------
Robert J. Muzzio
/s/ SUSAN D. PEPIN Director March 30, 1999
- -----------------------------
Susan D. Pepin
/s/ PETER B. POND Director March 30, 1999
- -----------------------------
Peter B. Pond
3
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EXHIBIT INDEX
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Exhibit
Number Description
----- -----------
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)
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 Grant Thornton LLP, independent auditors.
23.3 Consent of Palmer & Dodge LLP. Contained 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
March 29, 1999
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 2,000,000 shares (the "Shares") of the
Company's Common Stock, no par value, offered pursuant to the provisions of the
Company's 1997 Equity Incentive 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.
Very truly yours,
/s/ PALMER & DODGE LLP
-------------------------------------
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 the Registration
Statement on Form S-8 pertaining to the 1997 Equity Incentive Plan of MAXIMUS,
Inc. of our report dated November 13, 1998 with respect to the consolidated
financial statements of MAXIMUS, Inc. included in its Annual Report (Form 10-K)
for the year ended September 30, 1998, and our report dated November 13, 1998
except for the fifth paragraph of Note 3, as to which the date is March 22,
1999, with respect to the supplemental consolidated financial statements of
MAXIMUS, Inc. included in its Current Report on Form 8-K dated March 30, 1999,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Washington, D.C.
March 26, 1999
S-8
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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 separately therein) as of December 31, 1997 and
for each of the two years in the period ended December 31, 1997, included in
the Current Report on Form 8-K of Maximus, Inc. to be filed on March 30, 1999
(which Report includes financial statements and supplementary data that
replaces the financial statements and supplementary data included in the Annual
Report on Form 10-K and Form 10-K/A, of Maximus, Inc. for the year ended
September 30, 1998) and which is incorporated by reference in this Registration
Statement. We hereby consent to the incorporation by reference of the
aforementioned report in this Registration Statement on Form S-8 of Maximus,
Inc. pertaining to the 1997 Equity Incentive Plan.
/s/ GRANT THORNTON LLP
Chicago, Illinois
March 26, 1999
