As filed with the Securities and Exchange Commission on November 3, 2006
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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ESSEX CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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VIRGINIA 54-0846569
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
6708 ALEXANDER BELL DRIVE
COLUMBIA, MARYLAND 21046
(301) 939-7000
(Address of Principal Executive Offices)
ESSEX CORPORATON
NEW EMPLOYEE STOCK INDUCEMENT PLAN
(Full Title of the Plan)
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LEONARD E. MOODISPAW WITH A COPY TO:
Chairman, President and Chief Executive Officer A. LYNNE PUCKETT, ESQUIRE
Essex Corporation Hogan & Hartson LLP
6708 Alexander Bell Drive 111 South Calvert Street
Columbia, Maryland 21046 Baltimore, Maryland 21202
(301) 939-7000 (410) 659-2700
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
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Common Stock, no par
value per share 1,000,000 $19.51 $19,510,000 $2,087.57
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(1) Represents shares of Common Stock reserved for issuance upon the exercise
of outstanding options granted under the Essex Corporation New Employee
Stock Inducement Plan (the "PLAN") and shares of Common Stock reserved for
issuance pursuant to future grants under the Plan. This Registration
Statement also registers such additional and indeterminable number of
shares as may become issuable pursuant to the Plan as the result of a stock
split, stock dividend or similar transaction affecting the Common Stock,
pursuant to Rule 416(a) under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
as amended. The proposed maximum offering price per share and the proposed
maximum aggregate offering price have been determined on the basis of the
average of the high and low prices quoted on Nasdaq Global Select Market on
November 1, 2006 of $19.88 and $19.13 per share, respectively.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The documents containing the information specified in Part I will be
delivered in accordance with Rule 428(b)(1) under the Securities Act of
1933, as amended (the "SECURITIES ACT"). Such documents are not
required to be, and are not, filed with the Securities and Exchange
Commission (the "COMMISSION"), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424 under the Securities Act. These documents, and the documents
incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Essex Corporation
(the "COMPANY") with the Commission, are incorporated in this Registration
Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2005.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2006 and June 30, 2006.
(c) The Company's Current Reports on Form 8-K filed on May 5,
2006, September 21, 2006, and October 4, 2006.
(d) The description of the common stock, no par value per share
(the "COMMON STOCK"), of the Company contained in its Registration Statement on
Form 8-A, filed with the Commission on June 3, 2003 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Virginia Stock Corporation Act (the "ACT") permits indemnification
of directors and officers of a corporation under certain conditions and subject
to certain limitations. Our Articles of Incorporation contain provisions for the
indemnification of our directors and officers within the limitations permitted
by the Act. In addition, we have entered into indemnity agreements with all of
our directors and officers which provide the maximum indemnification allowed by
the Act.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the attached Exhibit Index, which is incorporated
by reference herein.
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or 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 end 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 a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(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-8 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 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement
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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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Columbia, State of Maryland, on November 3, 2006.
ESSEX CORPORATION
By: /s/ Leonard E. Moodispaw
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Leonard E. Moodispaw
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
Each officer and director whose signature appears below constitutes and appoints
Leonard E. Moodispaw and Lisa G. Jacobson, or either of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign for the undersigned any and all amendments or
post-effective amendments to this Registration Statement on Form S-8 relating to
the issuance of Common Stock of the Registrant and any subsequent registration
statement for the same offering, which may be filed under Rule 462(b) and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission. We hereby confirm all
acts taken by such agents and attorneys-in-fact, or any other or more of them,
as herein authorized.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons as of November 3,
2006 in the capacities indicated:
Signatures Title
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/s/ Leonard E. Moodispaw Chairman, President, Chief Executive Officer
---------------------------- and Director
LEONARD E. MOODISPAW (principal executive officer)
/s/ Lisa G. Jacobson Executive Vice President and Chief Financial
---------------------------- Officer
LISA G. JACOBSON (principal financial officer and principal
accounting officer)
/s/ John G. Hannon
----------------------------
JOHN G. HANNON Director
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/s/ Robert H. Hicks
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ROBERT H. HICKS Director
/s/ Ray Keeler
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RAY KEELER Director
/s/ Anthony M. Johnson
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ANTHONY M. JOHNSON Director
/s/ Marie S. Minton
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MARIE S. MINTON Director
/s/ Arthur L. Money
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ARTHUR L. MONEY Director
/s/ Terry M. Turpin
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TERRY M. TURPIN Director
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-2
(File No. 333-61200)).
4.2 Essex Corporation New Employee Stock Inducement Plan.
5.1 Opinion of Hogan & Hartson LLP.
23.1 Consent of Opinion of Hogan & Hartson LLP (contained in Exhibit 5.1).
23.2 Consent of Stegman & Company.
24.1 Power of Attorney (See Signatures page).