<PAGE> 1
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-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
MAXIMUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
VIRGINIA 54-1000588
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</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)
---------------
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 A COPY TO:
LYNNETTE C. FALLON, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108-3190
(617) 573-0100
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time 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. [X]
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. [ ]
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. [ ]
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
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
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value.................. 350,105 shares $ 28.00 $ 9,802,940.00 $ 2,725.22
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c), based upon the average of the high and low
sale prices on March 23, 1999 as reported by the New York Stock Exchange.
---------------
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 SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 30, 1999
MAXIMUS
HELPING GOVERNMENT SERVE THE PEOPLE(TM)
350,105 SHARES OF COMMON STOCK
<TABLE>
<CAPTION>
THE COMPANY: THE OFFERING:
<S> <C>
* We are a leading provider of program management and * We previously issued 700,210 shares of MAXIMUS
consulting services to state and local government common stock to the former stockholders of Control
agencies throughout the United States. Software, Inc. This prospectus relates to the
resale of 350,105 of those shares.
* MAXIMUS, Inc.
1356 Beverly Road * The shares may be offered and sold by the selling
McLean, Virginia 22101 stockholders from time to time in open-market or
(703) 734-4200 privately negotiated transactions which may
involve underwriters or brokers.
* NYSE Symbol: MMS
* There is an existing trading market for these shares.
The reported last sales price on March 29, 1999
was $29.63 per share.
* We will not receive any of the proceeds from the
sale of shares covered by this prospectus
</TABLE>
---------------
THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 6.
---------------
Neither the SEC nor any state securities commission has determined
whether this prospectus is truthful or complete. Nor have they made, nor will
they make, any determination as to whether anyone should buy these securities.
Any representation to the contrary is a criminal offense.
The date of this prospectus is March 30, 1999
<PAGE> 3
TABLE OF CONTENTS
MAXIMUS, Inc...................................................................3
Where You Can Find More Information............................................4
Risk Factors...................................................................6
Selling Stockholders..........................................................13
Plan of Distribution..........................................................14
Legal Matters.................................................................14
Experts.......................................................................14
<PAGE> 4
MAXIMUS, INC.
MAXIMUS, Inc. is a leading provider of program management and
consulting services to state and local governments throughout the United States.
Our services are designed to make government operations more efficient and cost
effective while improving the quality of the services provided to program
beneficiaries. We apply an entrepreneurial, private sector approach utilizing
advanced technology in projects in almost every state in the nation and in
markets in several foreign countries.
Program Management Services. State and local governments in the United
States spend approximately $21 billion annually to administer their health and
human services programs. The costs of these programs represents the largest line
items in many state and local government budgets. These health and human
services programs include the following:
<TABLE>
<S> <C>
* Medicaid * Child Health Insurance
* Food Stamps * Child Support Enforcement
* Temporary Assistance To Needy Families * Child Care
* Supplementary Security Income * Child Welfare
* General Assistance/General Relief
</TABLE>
In the last two fiscal years, we have been awarded $350 million in
contracts to help state and local health and human services agencies manage
their programs. We currently have program management contracts in New York,
California, Texas, Michigan, New Jersey, Florida, Illinois, and many other
states. In addition to the substantial revenues these contracts generate, they
also provide high-profile marketing platforms for us to demonstrate the cost
effectiveness and value of outsourcing program management services to the public
sector.
Consulting Services. We offer consulting services to every state,
county and local government agency, including health and human services, law
enforcement, parks and recreation, taxation, housing, motor vehicles, labor,
education as well as legislatures. We provide highly technical expertise to our
clients in various disciplines, including:
<TABLE>
<S> <C>
* Systems planning * Program analysis and evaluation
* Federal revenue maximization * Electronic benefits and funds transfer
* Cost allocation for program reimbursement claiming * Fleet management
* Human resources management * Systems implementation
</TABLE>
Our acquisitions of four consulting companies in 1998 and one to date
in 1999 added approximately 2,000 consulting contracts and 500 consultants. Many
of these consulting contracts are with smaller cities and counties, which
expands our geographic presence and enables us to sell our full range of
products and services to these local governments. With these acquisitions,
MAXIMUS believes it is the largest general management consulting firm in the
country focussed on serving state and local governments.
We believe that government agencies will continue to turn to companies
such as MAXIMUS to reduce costs and improve the effectiveness of their programs.
We believe that we more effectively administer government programs due to our
ability to:
* Accept contracts where compensation is based on performance;
* Attract and compensate experienced, high-level management
personnel;
* Rapidly procure and utilize advanced technology;
* Vary the number of personnel on a project to match
fluctuating workloads;
* Increase productivity by providing employees with financial
incentives and performance awards and more readily
terminating non-productive employees;
* Provide employees with ongoing training and career
development assistance; and
3
<PAGE> 5
* Maintain a professional work environment that is more
conducive to employee productivity.
We are recognized as a principal partner of state and local government
agencies for both program management and consulting. With more than 100 offices
located throughout the nation, MAXIMUS has the local presence and decentralized
organization to promote relationships with the executive and legislative
branches of state and local governments. With more than 2,900 employees
nationwide, the Company has more personnel experienced with government programs
than most state, city or county government agencies. As a result, we offer a
pool of program knowledge and expertise that can be utilized by state and local
government agencies to supplement their own capabilities and improve their
operations.
We believe that state and local governments will continue to seek our
services despite the effect of economic cycles on government budgets. In recent
years, as governments at all levels have experienced budget surpluses, new
programs have been initiated to assist even more sectors of American society. In
more difficult times, the size of the population enrolled in existing government
programs expands, requiring governments to spend more to administer these
programs, but facing increased pressure to do so cost-effectively.
We strive to provide an alternative to the traditional way of doing
business for government agencies. MAXIMUS is working to fulfill its mission of
"Helping Government Serve the People(TM)" by becoming a national resource for
improving the management and service delivery capabilities of governments. Our
national scope and size provide a platform to deliver more cost effective
services by allowing us to capitalize on greater economies of scale, introduce
more specialization, and market our knowledge base of best practices throughout
the country. We possess several business strengths that we believe provide us an
advantage over our competitors, including:
* Single market focus resulting from our thorough
understanding of the regulations and operations of
government agencies, with an emphasis on state and local
governments and health and human services programs;
* Proven track record established by more than 23 years of
providing successful government program management and
consulting services;
* Wide range of services that meets the increasing demands of
government and other public sector clients for integrated
vendor offerings;
* Proprietary case management software program, known as
MAXSTAR(TM), that reduces project implementation time and
cost; and
* Experienced team of professionals who thoroughly understand
the marketing, assessment and delivery of services to
government agencies.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
Website at http://www.sec.gov.
The SEC allows us to incorporate by reference information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
* Annual Report on Form 10-K for the fiscal year ended September 30,
1998 and the Company's amended Annual Report on Form 10-K/A for
the fiscal year ended September 30, 1998, filed with the SEC on
November 11, 1998 and January 6, 1999, respectively;
4
<PAGE> 6
* Quarterly Report on Form 10-Q for the quarter ended December 31,
1998, filed with the SEC on February 11, 1999;
* Current Reports on Form 8-K filed with the SEC on March 4, 1999
and March 30, 1999; and
* The description of the MAXIMUS common stock contained in our
Registration Statement on Form 8-A, filed with the SEC on May 15,
1997, including any amendment or reports filed for the purpose of
updating the description of our common stock.
You may request a copy of these filings, at no cost, by writing or
telephoning using the following contact information:
MAXIMUS, Inc.
1356 Beverly Road
McLean, VA 22101
Attn: F. Arthur Nerret
(703) 734-4200
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
5
<PAGE> 7
RISK FACTORS
Investing in shares of the common stock involves a high degree of
financial risk. In deciding whether to invest, you should carefully consider the
following risk factors as well as the other information in this document. The
risks set out below may not be exhaustive.
Keep these risk factors in mind when you read "forward-looking"
statements elsewhere in this prospectus. These are statements that relate to
future events and time periods or MAXIMUS's expectations. Generally, the words
"anticipate," "expect," "intend" and similar expressions identify
forward-looking statements. Forward-looking statements involve risks and
uncertainties, and future events and circumstances could differ significantly
from those anticipated in the forward-looking statements.
OUR SUCCESS IS DEPENDENT ON OUR ABILITY TO WIN GOVERNMENT CONTRACTS
Substantially all of our clients are state or local government
authorities. To market our services to government clients, we are largely
required to respond to government requests for proposals, or RFPs. To do so
effectively, we must estimate accurately our cost structure for servicing a
proposed contract, the time required to establish operations and likely terms of
the proposals submitted by competitors. We must also assemble and submit a large
volume of information within a RFP's rigid timetable. Our ability to respond
successfully to RFPs will greatly impact our business, and we cannot guarantee
that we will be awarded contracts through the RFP process or that our proposals
will result in profitable contracts.
THE TERMINATION OR EXPIRATION OF OUR GOVERNMENT CONTRACTS MAY RESULT IN REVENUE
SHORT-FALLS
Many of our government contracts contain base periods of one or more
years, as well as option periods covering more than half of the contract's
potential duration. Government agencies generally have the right not to exercise
these option periods. A decision not to exercise option periods could impact the
profitability of some of our contracts. Our contracts typically also contain
provisions permitting a government client to terminate the contract on short
notice, with or without cause. The unexpected termination of one or more
significant contracts could result in significant revenue shortfalls. The
natural expiration of especially large contracts can also present management
challenges. If revenue shortfalls occur and are not offset by corresponding
reductions in expenses, our business could be adversely affected. We cannot be
certain if, when or to what extent a client might terminate any or all of its
contracts with us.
THE REVENUES THAT WE RECEIVE FROM GOVERNMENT CONTRACTS ARE SUBJECT TO ADJUSTMENT
IF AUDITED
The Defense Contract Audit Agency referred to as DCAA, and certain
other government agencies, have the authority to audit and investigate any
government contracts. These agencies review a contractor's performance on its
contract, its pricing practices, its cost structure and its compliance with
applicable laws, regulations and standards. Any costs found to be improperly
allocated to a specific contract will not be reimbursed, while costs already
reimbursed must be refunded. Therefore, a DCAA audit could result in a
substantial adjustment to our revenue. No material adjustments resulted from
audits completed through 1993, and we believe that adjustments resulting from
subsequent audits will not adversely affect our business. If a government audit
uncovers improper or illegal activities, a contractor may be subject to civil
and criminal penalties and administrative sanctions, including termination of
contracts, forfeitures of profits, suspension of payments, fines and suspension
or disqualification from doing business with the government.
POLITICAL CHANGES MAY RESULT IN OUR INABILITY TO SUCCESSFULLY ESTABLISH AND
MAINTAIN RELATIONSHIPS WITH GOVERNMENT OFFICIALS AND POLITICAL CONSULTANTS
To avoid higher than anticipated demands for federal funds, federal
government officials occasionally discourage state and local authorities from
engaging private consultants to advise them on maximizing federal revenues. We
cannot be certain that state and local officials will not be dissuaded from
engaging us for revenue maximization services. In addition, we occasionally
engage marketing consultants, including lobbyists, to establish and maintain
relationships with elected officials and appointed members of government
agencies. The effectiveness
6
<PAGE> 8
of these consultants may be reduced or eliminated if a significant political
change occurs. Implementation of term limits for certain elected officials, for
instance, would require us to confront political change on a more regular basis.
Because we cannot be certain that we will successfully manage our relationships
with political consultants, our business may be adversely affected.
To facilitate our ability to prepare bids in response to RFPs, we rely
in part on establishing and maintaining relationships with officials of various
government entities and agencies. These relationships enable us to provide
informal input and advice to the government entities and agencies prior to the
development of an RFP. Because we cannot be certain that we will successfully
manage our relationships with government entities and agencies, our business may
be adversely affected.
FAILURE TO ESTIMATE ACCURATELY THE FACTORS UPON WHICH WE BASE OUR CONTRACT
PRICING MAY RESULT IN DECREASES IN REVENUES OR IN LOSSES
We derived approximately 46% of our fiscal 1998 revenues from
fixed-price contracts and approximately 18% of our fiscal 1998 revenues from
performance-based contracts. For fixed-price contracts, we receive our fee if we
meet specified objectives or achieve certain units of work. Those objectives
might include placing a certain number of welfare recipients into jobs,
collecting target amounts of child support payments, or completing a particular
number of managed care enrollments. For performance-based contracts, we receive
our fee on a per-transaction basis. Such contracts include, for example, child
support enforcement contracts, in which we often receive a fee based on the
amount of child support collected. To earn a profit on these contracts, we rely
upon accurately estimating costs involved and assessing the probability of
meeting the specified objectives, realizing the expected units of work, or
completing individual transactions, within the contracted time period. We
recognize revenues on these contracts on a "costs incurred" method. Therefore,
we review these contracts quarterly and adjust revenues to reflect our current
expectations. These adjustments affect the timing and amount of revenue
recognized and could adversely affect our financial results. If we fail to
estimate accurately the factors upon which we base our contract pricing, then we
may have to report a decrease in revenues or incur losses on these contracts.
FAILURE TO MEET CONTRACT PERFORMANCE STANDARDS COULD ADVERSELY AFFECT OUR
FINANCIAL CONDITION
Our inability to satisfy adequately our contractual obligations could
adversely affect our financial condition. Our contracts often require us to
indemnify clients for our failures to meet certain performance standards. Some
contracts contain liquidated damages provisions and financial penalties related
to performance failures. In addition, in order for our Government Operations
Group to bid on certain contracts, we are required to secure our indemnification
obligations by posting a cash performance bond or obtaining a letter of credit.
If a claim is made against a performance bond or letter of credit, the issuer of
the bond could demand higher premiums. Increased bond premiums would adversely
affect our earnings and could limit our ability to bid for future contracts. In
addition, a failure to meet our client's expectations when performing on a
contract could materially and adversely affect our reputation, which, in turn,
would impact our ability to compete for new contracts.
TERMINATION OF LARGE CONTRACTS MAKES SIGNIFICANT DEMANDS ON OUR MANAGEMENT AND
ADMINISTRATIVE RESOURCES
Upon termination or expiration of a contract between our Government
Operations Group and a state or local government, we have to evaluate whether,
and in what capacity, we can continue employing persons that formerly serviced
the contract. Unless we enter into a new contract using those same employees or
otherwise re-assign them, their employment must be terminated. The reassignment
or termination of a large number of employees makes significant demands on our
management and administrative resources.
WE MAY INCUR SIGNIFICANT START UP COSTS ASSOCIATED WITH LARGE CONTRACTS
When we are awarded a contract to manage a government program, our
Government Operations Group can incur significant start-up expenses before we
receive any contract payments. These expenses include leasing office space,
purchasing office equipment and hiring personnel. As a result, in certain large
contracts where the
7
<PAGE> 9
government does not fund program start-up costs, we are required to invest
significant sums of money prior to receiving related contract payments.
LEGISLATIVE CHANGES AND POLITICAL DEVELOPMENTS MAY HURT OUR BUSINESS
Dependence on Legislative Programs. The market for our services is
dependent largely on federal and state legislative programs. These programs can
be modified or amended at any time by acts of federal and state governments. For
example, in 1996 Congress amended the Social Security Act to eliminate social
security and supplemental income benefit payments based solely on drug and
alcohol disabilities. That amendment resulted in the termination of our
substantial contract with the federal Social Security Administration, which
related to the referral and monitoring of the treatment of recipients of these
benefits. Future legislative changes that we do not anticipate or respond to
effectively could occur and adversely affect our business.
Dependence on Welfare Reform Act. We expect that the Welfare Reform Act
and other federal and state initiatives will continue to encourage long-term
changes in the nation's welfare system. Part of our growth strategy includes
aggressively pursuing these opportunities by seeking new contracts to administer
and new health and welfare programs to manage. However, there are many opponents
of welfare reform. As a result, future progress in the area of welfare reform is
uncertain. The repeal of the Welfare Reform Act, in whole or in part, could
adversely affect our business. Also, we cannot be certain that additional
reforms will be proposed or enacted, or that previously enacted reforms will not
be challenged, repealed or invalidated.
Restrictions on Privatization. Under current law, in order to privatize
certain functions of government programs, the federal government must grant a
consent and/or waiver to the petitioning state or local agency. For example, in
May 1997 the Department of Health and Human Services refused to grant a waiver
to the State of Texas permitting private corporations, rather than public
employees, to decide eligibility of applicants for Food Stamps and Medicaid
benefits. Although MAXIMUS did not bid on the Texas projects, we may face
similar obstacles in pursuing future health and human services contracts.
WE MAY BE UNABLE TO CONTINUE OUR GROWTH THROUGH ACQUISITIONS OR SUCCESSFULLY
INTEGRATE COMPANIES THAT WE ACQUIRE
Our business strategy includes expanding our operations, breadth of
service offerings and geographic scope by acquiring or combining with related
businesses. To date, we have combined with six consulting firms and are still in
the process of integrating their operations. We cannot be certain that we will
be able to continue to identify, acquire and manage additional businesses
profitably or integrate them successfully without incurring substantial
expenses, delays or other problems. Furthermore, business combinations may
involve special risks, including:
* Diversion of management's attention;
* Loss of key personnel;
* Assumption of unanticipated legal liabilities;
* Amortization of acquired intangible assets; and
* Dilution to our earnings per share.
Also, client dissatisfaction or performance problems at an acquired
firm could materially and adversely affect our reputation as a whole.
Furthermore, we cannot be certain that acquired businesses will achieve
anticipated revenues and earnings.
WE MAY BE UNABLE TO SUCCESSFULLY MANAGE OUR GROWTH
Sustaining growth has placed significant demands on management as well
as on our administrative, operational and financial resources. To manage our
growth, we must continue to improve our operational, financial and management
information systems and expand, motivate and manage our workforce. However, our
growth and management of large-scale health and human services programs must not
come at the expense of providing quality
8
<PAGE> 10
service and generating reasonable profits. We cannot be certain that we will
continue to experience growth or successfully manage it.
OPPOSITION FROM GOVERNMENT UNIONS MAY RESULT IN FEWER BUSINESS OPPORTUNITIES
Our success derives in part from our ability to win profitable
contracts to administer and manage health and human services programs
traditionally administered by government employees. Government employees,
however, typically belong to labor unions with considerable financial resources
and lobbying networks. Unions are likely to continue to apply political pressure
on legislators and other officials seeking to outsource government programs. For
example, union lobbying was instrumental in influencing the Department of Health
and Human Services to deny a petition to allow private corporations to make Food
Stamp and Medicaid eligibility determinations in Texas. Union opposition may
slow welfare reform and result in fewer opportunities for MAXIMUS to service
government agencies.
THE LOSS OF KEY EXECUTIVES COULD IMPAIR OUR ABILITY TO SECURE AND MANAGE
CONTRACTS
The abilities of our executive officers, including David V. Mastran and
Raymond B. Ruddy, and our senior managers to generate business and execute
projects successfully is important to our success. While we have employment
agreements with certain of our executive officers, these agreements are
terminable under certain conditions. The loss of a key executive could impair
our ability to secure and manage engagements. To limit some of this risk, we
have obtained key-man life insurance policies on Dr. Mastran and Mr. Ruddy in
the amounts of $6,100,000 and $3,950,000, respectively.
FAILURE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL COULD ADVERSELY AFFECT OUR
BUSINESS
Delivery of the services provided by MAXIMUS is labor-intensive. When
we are awarded a government contract, we must quickly hire project leaders and
case management personnel. The additional staff also creates a concurrent demand
for increased administrative personnel. The success of our Government Operations
Group and Consulting Group requires that we attract, develop, motivate and
retain:
* Experienced and innovative executive officers;
* Senior managers who have successfully managed or designed
health and human services programs in the public sector; and
* Information technology professionals who have designed or
implemented complex information technology projects.
Innovative, experienced and technically proficient individuals are in
great demand and are likely to remain a limited resource. We cannot be certain
that we can continue to attract and retain desirable executive officers and
senior managers. A failure to hire sufficient personnel on a timely basis could
adversely affect our business. The loss of significant numbers of executive
officers and senior managers could produce similar adverse consequences.
COMPETITION IN OUR INDUSTRY IS INTENSE AND FAILURE TO COMPETE SUCCESSFULLY COULD
HURT OUR BUSINESS
Intensification of Competition. Competition to provide certain program
management and consulting services to state and local government agencies has
intensified. Our Government Operations Group competes for program management
contracts with the following:
* Local non-profit organizations such as the United Way and
Goodwill Industries;
* Government services divisions of large organizations such as
Andersen Consulting, Lockheed Martin Corporation and
Electronic Data Systems, Inc.; and
* Specialized service providers such as America Works, Inc.,
Policy Studies Incorporated, and Benova, Inc.
9
<PAGE> 11
MAXIMUS's Consulting Group competes with:
* The consulting divisions of the "Big 5" accounting firms;
and
* Electronic Data Systems, Inc.
Many of these companies are national and international in scope and
have greater resources than MAXIMUS. Substantial resources could enable certain
competitors to initiate severe price cuts or take other measures in an effort to
gain market share. In addition, we are unable to compete for a limited number of
large contracts because, we are sometimes unable to meet a RFP's requirement to
obtain and post large cash performance bonds. Also, in certain geographic areas,
we face competition from smaller consulting firms with established reputations
and political relationships. We cannot be certain that we will compete
successfully against our existing or any new competitors.
Competition from Former Employees. In addition to competition from
existing competitors, we may experience competition from former employees.
Although MAXIMUS has entered into non-competition agreements with some of its
senior level employees, we cannot be certain that a court would enforce these
contracts. Competition by former employees could adversely affect our business.
ADVERSE PUBLICITY MAY LIMIT BUSINESS OPPORTUNITIES
The nature of our contracts with state and local government authorities
frequently generates media attention. In particular, our management of health
and human services programs and revenue maximization services have occasionally
received negative media coverage. This negative coverage could influence
government officials and slow the pace of welfare reform. The media also focuses
its attention on the activities of political consultants engaged by us, even
when their activities are unrelated to our business. MAXIMUS may be subject to
adverse media attention relating to the activities of individuals who are not
under its control. In addition, we cannot assure that the media will accurately
cover our activities or that MAXIMUS will be able to anticipate and respond in a
timely manner to all media contacts. Inaccurate or misleading media coverage or
our failure to manage adverse coverage could adversely affect our reputation.
POTENTIAL LOSSES ASSOCIATED WITH PENDING LITIGATION COULD ADVERSELY AFFECT OUR
FINANCIAL CONDITION
DMG Litigation. On May 12, 1998, we acquired DMG. DMG is currently
defending against a lawsuit arising out of consultation services provided to
underwriters of revenue bonds issued by Superstition Mountains Community
Facilities District No. 1, referred to as the District, in 1994. The bonds were
issued to finance construction of a water waste treatment plant in Arizona.
However, the District was unable to service the bonds and eventually declared
bankruptcy. The District voluntarily came out of bankruptcy and is currently
operating under a forbearance agreement with the sole purchaser of the bonds,
Allstate Insurance Company. A consolidated action arising out of these events is
pending in the U.S. District Court for the District of Arizona against DMG and
thirteen other named defendants. The parties making claims against DMG in the
lawsuit, Allstate and the District, allege that DMG made false and misleading
representations in the reports DMG prepared included among the exhibits to the
bond offering memoranda. DMG's reports concerned the accuracy of certain
financial projections made by the District regarding its ability to service the
bonds. Allstate seeks as damages $32.1 million, the principal amount of bonds it
purchased together with accrued and unpaid interest; the District seeks actual
and special damages, prejudgment interest and costs. MAXIMUS intends to defend
against these claims vigorously. However, given the preliminary stage of this
litigation, we cannot assure that we will be successful in defending this
lawsuit.
Suit by Former Officer. We are currently defending a lawsuit brought by
a former officer, director and shareholder of MAXIMUS alleging that, at the time
he resigned from the Company in 1996 and became obligated to sell his MAXIMUS
shares back to the Company, we failed to disclose to him material information
regarding the potential value of his MAXIMUS shares. The former officer seeks
damages in excess of $10 million. We do not believe that this claim has merit
and intend to oppose it vigorously. However, given the early stage of this
litigation, we cannot assure that we will be successful in our defense.
10
<PAGE> 12
Suit by Network Six. We are currently defending a lawsuit that was
commenced against MAXIMUS and other parties by Network Six, Inc. MAXIMUS had
been engaged by the State of Hawaii to monitor the implementation of a statewide
automated child support system being performed by Network Six. Network Six
alleges that we tortiously interfered with and abetted Hawaii in the alleged
breach of its contract with Hawaii. We believe that Network Six's claims are
without merit and intend to defend this action vigorously. We do not believe
that this action will have a material adverse effect on our financial condition
or results of operations. Because this action is in the early stages of
discovery, we cannot assure that we will be successful in defending this
lawsuit.
VARIABILITY OF QUARTERLY OPERATING RESULTS MAY CAUSE THE VALUE OF OUR STOCK TO
DECLINE
A number of factors cause our revenues and operating results to vary
from quarter to quarter. These factors include:
* The progress of contracts;
* The levels of revenues earned on contracts (including any
adjustments in expectations on revenue recognition on
fixed-price contracts);
* The commencement, completion or termination of contracts
during any particular quarter;
* The schedules of government agencies for awarding contracts;
* The term of awarded contracts;
* The reactions of the market to announcements of potential
acquisitions; and
* General economic conditions.
Changes in the volume of activity and the number of contracts commenced
or completed during any quarter may cause significant variations in our
operating results because a relatively large amount of our expenses are fixed.
Furthermore, on occasion we incur greater operating expenses during the start-up
and early stages of significant contracts.
CONCENTRATION OF CONTROL OF OUR STOCK COULD LEAD TO FAILURE TO MAXIMIZE STOCK
PRICE
Our executive officers own beneficially approximately 42% of
MAXIMUS's common stock. Certain executive officers, who hold approximately 34.4%
of the outstanding shares, have agreed to hold their shares until June 2001,
subject to certain exceptions. In addition, each of Dr. Mastran and Mr. Ruddy,
who hold together approximately 32.2% of the common stock, have agreed to vote
to elect the other to the board of directors, as long as the other person owns
or controls at least 20% of the outstanding common stock. Mr. Ruddy currently
owns less than 20% of the outstanding shares of common stock and, accordingly,
Dr. Mastran is no longer obligated to vote to elect Mr. Ruddy to the board of
directors. Mr. Ruddy has also agreed to vote his shares of common stock in a
manner instructed by Dr. Mastran until September 30, 2001. As a result, these
officers can significantly influence the outcome of matters requiring a
shareholder vote, including the election of the board of directors. This could
adversely affect the market price of our common stock or delay or prevent a
change in control of MAXIMUS.
POSSIBLE VOLATILITY MAY AFFECT THE MARKET PRICE OF OUR STOCK
MAXIMUS issued common stock on June 13, 1997 at $16.00 per share upon
the closing of its initial public offering and on November 23, 1998 at $32.50
per share upon the closing of its secondary public offering. Between June 13,
1997 and March 25, 1999, the closing sale price has ranged from a high of $39.50
per share to a low of $17.37 per share. The market price of our common stock
could continue to fluctuate substantially due to a variety of factors,
including:
* Quarterly fluctuations in results of operations;
* The failure to be awarded a significant contract on which we
have bid;
* The termination by a government client of a material
contract;
11
<PAGE> 13
* The announcement of new services by competitors;
* Acquisitions and mergers;
* Political and legislative developments adverse to the
privatization of government services;
* Changes in earnings estimates by securities analysts;
* Changes in accounting principles;
* Sales of common stock by existing shareholders;
* Negative publicity; and
* Loss of key personnel.
Our ability to meet securities analysts' quarterly expectations may
also influence the market price of our common stock. In addition, overall
volatility has often significantly affected the market prices of securities for
reasons unrelated to a company's operating performance. In the past, securities
class action litigation has often been commenced against companies that have
experienced periods of volatility in the price of their stock. Securities
litigation initiated against MAXIMUS could cause us to incur substantial costs
and could lead to the diversion of management's attention and resources.
ANTI-TAKEOVER PROVISIONS IN OUR CHARTER AND BY-LAWS AND VIRGINIA LAW MAY LIMIT
OUR STOCK PRICE
Virginia law and our Articles of Incorporation and By-Laws include
provisions that may be deemed to have anti-takeover effects. These provisions
may delay, deter or prevent a takeover attempt that shareholders might consider
desirable. Directors of MAXIMUS are divided into three classes and are elected
to serve staggered three-year terms. This structure could impede or discourage
an attempt to obtain control of the Company. As a shareholder of MAXIMUS, you do
not possess the power to take any action in writing without a meeting. In
addition, Virginia law imposes certain limitations and special voting
requirements on affiliated transactions. Furthermore, Virginia law denies voting
rights to shares acquired in control share acquisitions, unless granted by a
shareholder vote.
YEAR 2000 ISSUES COULD RESULT IN INTERRUPTION OR FAILURE OF OUR COMPUTER
SYSTEMS, LITIGATION CLAIMS AND OUR INABILITY TO MANAGE CONTRACTED PROJECTS
Internal Year 2000 Compliance. MAXIMUS is auditing its internal
software and hardware and the systems of its acquired companies for Year 2000
compliance and is implementing corrective actions, where necessary, to address
computer problems associated with the Year 2000. The MAXSTAR case management
software used in all our major projects has been upgraded to be Year 2000
compliant. All MAXSTAR-based applications must also be reviewed and upgraded,
where necessary, which is now scheduled to be completed by March 31, 1999. Our
telephone systems must also be Year 2000 compliant, which is also scheduled for
completion by March 31, 1999. We will continue to implement whatever remedial
actions are necessary to make us Year 2000 compliant. We do not believe that
remedial measures taken to correct any Year 2000 problems will materially impact
our operations or financial results. However, if our remediation plans do not
succeed, then we may experience adverse effects on our business. Furthermore, we
cannot assure that the costs of remediation will not exceed our current
estimates, or that our corrective actions will be completed before any Year 2000
problems occur.
Services Provided by MAXIMUS Affecting Clients' Year 2000 Compliance.
MAXIMUS assists in assessing, evaluating, testing and certifying government
client systems affected by Year 2000 problems. In addition, we provide quality
assurance of Year 2000 compliance conversions performed by third parties for our
clients. Although MAXIMUS has attempted to minimize its liability for clients'
potential system failures, we cannot assure that we will not become subject to
legal action if a client sustains Year 2000 problems. If such legal action is
brought and resolved against us, we could suffer adverse effects on our
business.
Reliance on Vendors' and Clients' Year 2000 Compliance. In order to
perform our government contracts, we rely to varying extents on information
processing performed by vendors, governmental agencies and entities with which
we contract. We have inquired about these parties' potential Year 2000 problems
where necessary. Based on
12
<PAGE> 14
responses to these inquiries, our management believes that we would be able to
continue to perform our contracts without experiencing material negative
financial impact. However, we cannot assure that Year 2000 related failures in
the information systems of vendors or clients will not occur. Any system
failures could interfere with our ability to properly manage contracted projects
and could adversely affect our business.
UNCERTAINTIES RELATED TO INTERNATIONAL OPERATIONS MAY HURT OUR BUSINESS
Most of our international operations are currently paid for by the
World Bank and the U.S. Agency for International Development in U.S. dollars.
However, as we expand our operations into developing countries we may encounter
a number of additional risks. The risks to our potential expected international
revenues include:
* Adverse currency exchange rate fluctuations;
* Inability to collect receivables; and
* Difficulty in enforcing contract terms through a foreign
country's legal system.
Foreign countries could also impose tariffs, impose additional
withholding taxes or otherwise tax our foreign income.
SELLING STOCKHOLDERS
The selling stockholders were stockholders of Control Software, Inc., which
we recently acquired. We issued 700,210 shares of MAXIMUS common stock to the
selling stockholders in connection with the acquisition and agreed to register
the 350,105 shares covered by this prospectus. The following table sets forth
the name and number of shares of common stock owned by each selling stockholder,
50% of which may be offered by this prospectus. None of the selling stockholders
have held any position or office with, been employed by or otherwise had a
material relationship with, MAXIMUS or any of our predecessors or affiliates
since January 1, 1996, other than as a stockholder. As of March 22, 1999, there
were approximately 20,948,073 shares of MAXIMUS common stock outstanding. The
total number of shares issued in connection with the acquisition which may be
offered by this prospectus represents approximately 1.7% of that number:
<TABLE>
<CAPTION>
Name of Selling Number of Shares Owned Number of Shares Covered Number of Shares Owned After
Stockholder Prior to the Offering by this Prospectus Completion of the Offering
- ------------------------ ---------------------- ------------------------ ----------------------------
<S> <C> <C> <C>
James M. Paulits 292,828 146,414 146,414
John H. Hines, III 221,687 110,843 110,844
R. David Sadoo 150,895 75,448 75,447
John M. Ryan 34,800 17,400 17,400
</TABLE>
Any person who receives shares from a selling stockholder as a gift or
in connection with a pledge may sell up to 500 of such shares using this
prospectus.
13
<PAGE> 15
PLAN OF DISTRIBUTION
The selling stockholders may offer the shares of common stock covered
by this prospectus from time to time in transactions in the over-the-counter
market, on any exchange where the common stock is then listed, with
broker-dealers or third-parties other than in the over-the-counter market or on
an exchange (including in block sales), in connection with short sales, in
connection with writing call options or in other hedging arrangements, or in
transactions involving a combination of such methods.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices.
The selling stockholders may use dealers, agents or underwriters to
sell their shares. Underwriters may use dealers to sell such shares. If this
happens, the dealers, agents or underwriters may receive compensation in the
form of discounts or commissions from the selling stockholders, purchasers of
shares or both (which compensation to a particular broker might be in excess of
customary compensation).
The selling stockholder and any dealers, agents or underwriters that
participate with the selling stockholder in the distribution of the shares may
be deemed to be "underwriters" as such term is defined in the Securities Act of
1933. Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of such shares of common stock
offered by this prospectus, may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.
To the extent required, we will amend or supplement this prospectus to
disclose material arrangements regarding the plan of distribution.
To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of the shares of common stock
covered by this prospectus may be limited in its ability to engage in market
activities with respect to such shares. The selling stockholder, for example,
will be subject to applicable provisions of the Securities Exchange Act of 1934
and the rules and regulations under it, which provisions may limit the timing of
purchases and sales of any shares of common stock by the selling stockholder.
The foregoing may affect the marketability of the shares offered by this
prospectus.
We have agreed to pay certain expenses of the offering and issuance of
the shares covered by this prospectus, including the printing, legal and
accounting expenses we incur and the registration and filing fees imposed by the
SEC or the New York Stock Exchange. We will not pay brokerage commissions or
taxes associated with sales by the selling stockholders or any legal, accounting
and other expenses of the selling stockholders.
LEGAL MATTERS
The validity of the shares of common stock covered by this prospectus
will be passed upon for MAXIMUS by Palmer & Dodge LLP, Boston, Massachusetts.
Lynnette C. Fallon, a partner of Palmer & Dodge LLP, is an Assistant Secretary
of MAXIMUS.
EXPERTS
The consolidated financial statements and the supplemental consolidated
financial statements of MAXIMUS at September 30, 1997 and 1998 and for each of
the three years in the period ended September 30, 1998 incorporated by reference
in this prospectus and Registration Statement on Form S-3 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports therein
incorporated by reference herein which, as to the years 1997 and 1996, are based
in part on the report of Grant Thornton LLP, independent auditors. The financial
statements referred to above are included in reliance upon such reports given
upon the authority of such firms as experts in accounting and auditing.
14
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the offering of the shares of MAXIMUS
common stock registered under this Registration Statement will be borne by the
registrant and are estimated as follows:
SEC Registration Fee................................. $ 2,725
Legal fees and expenses.............................. $10,000
Miscellaneous expenses............................... $20,000
-------
Total............................................ $32,725
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Articles of Incorporation provide
that the Company'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 Company and as shall be permitted by law.
Sections 13.1-697 and 13.1-702 of the VSCA permit the Company to
indemnify an individual made party to a proceeding because he was a director,
officer, employee or agent of the Company 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 Company's
best interests, or, in all other cases, that such conduct was at least not
opposed to the Company'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 Company in which the individual is
adjudged liable to the Company, 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 Company 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 Company 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 Company.
ITEM 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
II-1
<PAGE> 17
ITEM 17. 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 of 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 hereof, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such
II-2
<PAGE> 18
indemnification is against public policy as expressed in the 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 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 Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 19
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 March 30, 1999.
MAXIMUS, INC.
By: /s/ David V. Mastran
-------------------------------
David V. Mastran, President
POWER OF ATTORNEY
We, the undersigned officers and directors of the Company, 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, with full power to them in any and all capacitates, to sign any
amendments to this Registration Statement on Form S-3 (including pre-and
post-effective amendments and registration statements filed pursuant to Rule
462(b) under the Securities Act), 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ David V. Mastran President, Chief Executive Officer and March 30, 1999
- ------------------------------- Director (Principal Executive Officer)
David V. Mastran
/s/ Raymond B. Ruddy Chairman of the Board of Directors March 30, 1999
- -------------------------------
Raymond B. Ruddy
/s/ F. Arthur Nerret Chief Financial Officer (Principal Financial March 30, 1999
- ------------------------------- and Accounting Officer)
F. Arthur Nerret
/s/ Russell A. Beliveau Director March 30, 1999
- -------------------------------
Russell A. Beliveau
/s/ Jesse Brown Director March 30, 1999
- -------------------------------
Jesse Brown
/s/ Margaret Carrera Vice-Chairwoman of the Board March 30, 1999
- ------------------------------- and Director
Margaret Carrera
</TABLE>
II-4
<PAGE> 20
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ George C. Casey Director March 30, 1999
- -------------------------------
George C. Casey
/s/ Louis E. Chappuie Director March 30, 1999
- -------------------------------
Louis E. Chappuie
/s/ Lynn P. Davenport Director March 30, 1999
- -------------------------------
Lynn P. Davenport
/s/ Thomas A. 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 Pond Director March 30, 1999
- -------------------------------
Peter Pond
</TABLE>
II-5
<PAGE> 21
Exhibit Index
-------------
Exhibit
Number Description of Exhibit
------- ----------------------
23.1 -- Consent of Ernst & Young LLP,
Independent Auditors.
23.2 -- Consent of Grant Thornton LLP,
Independent Auditors.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "EXPERTS" in
the Registration Statement on Form S-3 and related Prospectus of MAXIMUS, Inc.
for the registration of 350,105 shares of its common stock and to the
incorporation by reference therein 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, DC
March 26, 1999
<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 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-3 of Maximus,
Inc. and to the use of our name as it appears under the caption "Experts."
/s/ GRANT THORNTON LLP
Chicago, Illinois
March 26, 1999
