As filed with the Securities and Exchange Commission on June 6, 2001
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MAXIMUS, INC.
(Exact Name of Registrant as Specified in its Charter)
VIRGINIA 54-1000588
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
11419 SUNSET HILLS ROAD, RESTON, VIRGINIA 20190
(Address of Principal Executive Offices) (Zip Code)
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1997 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
DAVID V. MASTRAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MAXIMUS, Inc.
11419 Sunset Hills Road
Reston, Virginia 20190
(703) 251-8500
(Name, Address and Telephone Number of Agent for Service)
with copies to:
KERRY JOHN TOMASEVICH, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108-3190
(617) 573-0100
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount Of
Registered Registered Share(1) Price(1) Registration Fee
- ----------------------------------- -------------------- -------------------- --------------------- ------------------
Common Stock, no par value 2,000,000 shares(2) $36.76 $73,520,000 $18,380
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) based upon the average of the high and low
sale prices on June 1, 2001 as reported by the New York Stock Exchange.
(2) The Registration Statement registers an additional 2,000,000 shares
issuable under the Registrant's 1997 Equity Incentive Plan (the "Plan"). An
aggregate of 3,000,000 shares issuable under the Plan have previously been
registered under prior registration statements (Registration Statement No.
333-41871 and Registration No. 333-75263).
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the contents of (i) the
Registrant's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on December 10, 1997 (File No.
333-41871), and (ii) the Registrant's Registration Statement on Form S-8 filed
with the Commission on March 30, 1999 (File No. 333-75263) relating to the
registration of an aggregate of 3,000,000 shares of the Registrant's Common
Stock, no par value (the "Common Stock"), authorized for issuance under the
Registrant's 1997 Equity Incentive Plan (the "Plan"), are incorporated by
reference in their entirety in this Registration Statement. This Registration
Statement provides for the registration of an additional 2,000,000 shares of the
Registrant's Common Stock to be issued under the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Reston, Commonwealth of Virginia, on this 16th
day of May, 2001.
MAXIMUS, INC.
By: /s/ F. Arthur Nerret
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F. Arthur Nerret
Vice President, Finance, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of MAXIMUS, Inc. hereby
severally constitute and appoint David V. Mastran, Raymond B. Ruddy, F. Arthur
Nerret, David R. Francis and Kerry John Tomasevich and each of them singly, our
true and lawful attorneys-in-fact, with full power to them in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8 including any post-effective amendments thereto, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ David V. Mastran President, Chief Executive May 16, 2001
- ---------------------------------------- Officer and Director
David V. Mastran (Principal Executive Officer)
/s/ Raymond B. Ruddy Chairman of the Board May 16, 2001
- ---------------------------------------- of Directors and
Raymond B. Ruddy Vice President
/s/ F. Arthur Nerret Vice President, Finance, May 16, 2001
- ---------------------------------------- Treasurer and Assistant Secretary
F. Arthur Nerret (Principal Financial and
(Accounting Officer)
/s/ Russell A. Beliveau Director May 16, 2001
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Russell A. Beliveau
/s/ Jesse Brown Director May 16, 2001
- ----------------------------------------
Jesse Brown
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/s/ Lynn P. Davenport Director May 16, 2001
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Lynn P. Davenport
/s/ Thomas A. Grissen Director May 16, 2001
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Thomas A. Grissen
/s/ Peter B. Pond Director May 16, 2001
- ----------------------------------------
Peter B. Pond
/s/ James R. Thompson, Jr. Director May 16, 2001
- ----------------------------------------
James R. Thompson, Jr.
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Palmer & Dodge LLP. Contained in Exhibit 5.1 hereto.
24.1 Power of Attorney. Set forth on the signature page to this Registration Statement.
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