UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HADRON, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 11-2120726
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4900 Seminary Road, Suite 800
Alexandria, Virginia 22311
(703) 824-0400
(Address, including zip code and telephone number,
of Principal Executive Offices)
HADRON, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
C.W. GILLULY
Chairman
and Chief Executive Officer
Hadron, Inc.
4900 Seminary Road, Suite 800
Alexandria, Virginia 22311
(703) 824-0400
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the
registration statement.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
------------ ---------- ------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock 250,000 $2.4375 <F1> $609,375 $203.00
$.02 par
value
<FN>
<F1> Estimated solely for purposes of calculating the
registration fee. Based on the closing price on December 8, 1997.
</TABLE>
<PAGE>
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company hereby incorporates by reference into this
Registration Statement the documents listed below which have been
filed with the Securities and Exchange Commission (the
"Commission"):
(a) the Company's Quarterly Report on Form
10-Q for the quarterly period ending September 30, 1997;
(b) the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997; and
(c) All reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") since the end of the fiscal year covered by
the Annual Report referred to in (b) above.
Each document or report subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this
Registration Statement, but prior to the filing of a post-
effective amendment to this Registration Statement which
indicates that all securities offered by this Registration
Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part of
this Registration Statement from the date of the filing of such
<PAGE>
document with the Commission. Any statement contained in this
Registration Statement or in a document incorporated in this
Registration Statement by reference shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any
subsequently filed document incorporated herein by reference
which statement is also incorporated herein by reference is
inconsistent with such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
The following is an updated description of the
Company's securities:
Common Stock
The authorized capital stock of the Company consists of
20,000,000 shares of common stock, $0.02 par value per share
("Common Stock"). Holders of Common Stock are entitled to one
vote for each share held on all matters submitted to a vote of
shareholders and do not have cumulative voting rights.
Accordingly, holders of a majority of the Common Stock entitled
to vote in any election of directors may elect all the directors
standing for election. Holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declared by the
Board of Directors at its discretion from funds legally available
therefore. Upon the liquidation, dissolution or winding up of
<PAGE>
the Company, the holders of Common Stock are entitled to receive
ratably the net assets of the Company available after the payment
of debts and other liabilities. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights.
Item 6. Indemnification of Directors and Officers
The New York Business Corporation Law allows, in
general, for indemnification, in certain circumstances, by a
corporation of any person threatened with or made a party to any
action or proceeding by reason of the fact that he or she is, or
was, a director or officer of such corporation. Indemnification
is also authorized with respect to a criminal action or
proceeding where the person had no reasonable cause to believe
that his conduct was unlawful.
The Company's Bylaws provide for mandatory
indemnification of its directors, officers, employees and agents
against expenses, judgments, fines and amounts paid in settlement
to the full extent that officers and directors are permitted to
be indemnified by the laws of the state of New York.
Item 8. Exhibits
See Index to Exhibits.
<PAGE>
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act 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;
(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 information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with 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 registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
<PAGE>
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act 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 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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
<PAGE>
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.
<PAGE>
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-8, and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Alexandria, Virginia on December 11, 1997.
HADRON, INC.
By: /S/ C.W. GILLULY
______________________________
C.W. Gilluly
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities indicated on December 11,
1997.
/S/ C.W. GILLULY
_____________________
C.W. Gilluly Chairman and Chief Executive Officer
(Principal Executive Officer)
/S/ DONALD E. ZIEGLER
_____________________ Chief Financial Officer
Donald E. Ziegler (Principal Financial and Accounting
Officer)
/s/ WILLIAM J. HOWARD
_____________________
William J. Howard Director
/S/ ROBERT J. LYNCH, JR.
_____________________
Robert J. Lynch, Jr. Director
/S/ JOHN D. SANDERS
_____________________
John D. Sanders Director
<PAGE>
EXHIBITS
TO
Hadron, Inc.
REGISTRATION STATEMENT ON FORM S-8
<PAGE>
Exhibit Index
The following exhibits are filed herewith as part of this
Registration Statement:
Exhibit
No.
5.1 Opinion and Consent of McGuire, Woods,
Battle & Boothe, L.L.P., Counsel to the Company
as to the validity of the Common Stock
offered hereunder
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand LLP
24.2 Consent of McGuire, Woods, Battle & Boothe,
L.L.P. (included in Exhibit 5.1)
99 Hadron, Inc. 1997 Employee Stock Purchase Plan
(incorporated by reference from the Company's proxy filed
on Form 14-A for the fiscal year ending June 30, 1997).
EXHIBIT 5.1
MCGUIRE WOODS
BATTLE & BOOTHE LLP
The Army and Navy Club Building
1627 Eye Street, N.W.
Washington, D.C. 20006-4007
Telephone/TTD (202) 857-1700 Fax (202) 857-1737
December 11, 1997
Board of Directors
Hadron, Inc.
4900 Seminary Road
Alexandria, Virginia 22311
Gentlemen:
You propose to file as soon as possible with the Securities
and Exchange Commission a registration statement on Form S-8
(the "Registration Statement") relating to the Hadron, Inc.
1997 Employee Stock Purchase Plan (the "Plan"). The Registration
Statement covers 250,000 shares of Hadron, Inc. Common Stock,
$.02 par value, which have been, with the approval of the
shareholders of Hadron, Inc. reserved for issuance under the Plan.
We are of the opinion that the 250,000 shares of Common Stock
which are authorized for issuance under the Plan, when issued and
sold in accordance with the terms and provisions of the Plan and
as set forth in and contemplated by the Registration Statement,
will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ McGuire Woods Battle & Boothe, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Hadron, Inc.:
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 333-00000) pertaining to the
Hadron, Inc. 1997 Employee Stock Purchase Plan, of our report
dated September 25, 1997 with respect to the consolidated
financial statements and schedule of Hadron, Inc. included in its
Annual Report (Form 10-K) for the year ended June 30, 1997, filed
with the Securities and Exchange Commission.
/S/ Ernst & Young LLP
Vienna, Virginia
December 10, 1997
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
Hadron, Inc.:
We consent to the incorporation in the registration
statement on Form S-8 (File No. _______) of Hadron, Inc.
of our report dated September 28, 1995, on our audit of the
consolidated financial statements of operations, stockholder's
equity (deficit), and cash flows of Hadron, Inc. for the
year ended June 30, 1995, which report appears in the June
30, 1997 annual report on Form 10-K of Hadron, Inc.
incorporated by reference herein.
/S/ Coopers & Lybrand L.L.P.
Washington, D.C.
December 10, 1997
