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.)
5904 Richmond Highway, Suite 300
Alexandria, Virginia 22303
(703) 329-9400
(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.
5904 Richmond Highway, Suite 300
Alexandria, Virginia 22303
(703) 329-9400
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Offering Fee
Share Price
------------ ------------ ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock
$.02 par 100,000 $0.6875<F1> $68,750 $18.15
value
<FN>
<F1> Estimated solely for purposes of calculating the
registration fee. Based on the closing price on February 2,
2000.
</TABLE>
<PAGE>
The purpose of this Registration Statement is to register
100,000 additional shares of common stock, $.02 par value, of
Hadron, Inc. issuable pursuant to the Hadron, Inc. 1997 Employee
Stock Purchase Plan, as amended (the "Plan"). Pursuant to
General Instruction E of Form S-8, the Registrant hereby
incorporates by reference the contents of its Form S-8
registration statement No. 333-42035 (filed December 11, 1997).
Item 8. Exhibits
5.1 Opinion and Consent of McGuire, Woods, Battle
& Boothe LLP, 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 McGuire, Woods, Battle & Boothe
LLP (included in Exhibit 5.1)
99.1 First Amendment to the Hadron, Inc. 1997
Employee Stock Purchase Plan
<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
Alexandria, Virginia on February 7, 2000.
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 February 7,
2000.
/S/ C.W. GILLULY /S/ WILLIAM J. HOWARD
C.W. Gilluly William J. Howard
Chairman and Chief Executive Director
Officer
/S/ ROBERT J. LYNCH /S/ JOHN D. SANDERS
Robert J. Lynch, Jr. John D. Sanders
Director Director
<PAGE>
EXHIBITS
TO
HADRON, INC.
REGISTRATION STATEMENT ON FORM S-8
Exhibit Index
<PAGE>
The following exhibits are filed herewith as part of this
Registration Statement:
Exhibit
No.
5.1 Opinion and Consent of McGuire,
Woods, Battle, & Boothe LLP, 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 McGuire, Woods, Battle &
Boothe LLP (included in Exhibit 5.1)
99.1 First Amendment to the Hadron, Inc. 1997
Employee Stock Purchase Plan
<PAGE>
EXHIBIT 5.1
February 7, 2000
Board of Directors
Hadron, Inc.
5904 Richmond Highway, Suite 300
Alexandria, Virginia 22303
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, as amended (the "Plan"). The
Registration Statement covers 100,000 shares of Hadron, Inc.
Common Stock, $.02 par value, which have been added, with the
approval of the shareholders of Hadron, Inc., to those reserved
for issuance under the Plan.
We are of the opinion that the additional 100,000 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 use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
McGuire Woods Battle & Boothe LLP
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
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, as amended, of
our report dated September 3, 1999 with respect to the
consolidated financial statements of Hadron, Inc. included in its
Annual Report (Form 10-K) for the year ended June 30, 1999, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
McLean, Virginia
February 1, 2000
<PAGE>
EXHIBIT 99.1
FIRST AMENDMENT TO THE
HADRON, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
FIRST AMENDMENT, dated as of February 7, 2000, to the
Hadron, Inc. 1997 Employee Stock Purchase Plan (the "Plan"), by
Hadron, Inc. (the "Company").
The Company maintains the Plan. On September 14, 1999, the
Board of Directors unanimously approved a resolution to increase
the number of shares issuable under the Plan by 100,000 shares.
In accordance with Section 8 of the Plan, such resolution was
approved by the holders of a majority of the outstanding stock of
the Company entitled to vote thereon at the annual meeting of
stockholders of the Company on December 7, 1999.
NOW, THEREFORE, the Plan is amended as follows:
I. Section 2 is amended by revising the first sentence of
the first paragraph thereof in its entirety to read as follows:
There shall be reserved for issuance and purchase by
employees under the Plan an aggregate of Three Hundred Fifty
Thousand (350,000) shares of Common Stock, subject to
adjustment as provided in Section 13.
II. In all respects not amended, the Plan is hereby
ratified and confirmed.
* * * * *
To record the adoption of the Amendment as set forth above,
Hadron, Inc. has caused this document to be signed on this 7th
day of February, 2000.
HADRON, INC.
By: /S/ AMBER GORDON
S. Amber Gordon
Title: Executive Vice President
<PAGE>
