SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MAXIMUS, INC. ---------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Virginia 54-1000588 ----------------------- ------------------- (State of Incorporation (IRS Employer or Organization) Identification No.) 1356 Beverly Road McLean, Virginia 22101 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered - ------------------- ------------------------------ Common Stock, no par value New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: None ---------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered: ------------------------------------------------------- The description of the Registrant's Common Stock, no par value per share, appearing under the caption "Description of Capital Stock" in the Prospectus included as part of the Registrant's Registration Statement on Form S-1, File No. 333-21611, filed with the Securities and Exchange Commission on February 12, 1997 and amended by Pre-Effective Amendment No. 1 filed on March 28, 1997 (the "Registration Statement on Form S-1") is incorporated herein by reference. Item 2. Exhibits. -------- The following exhibits are filed herewith (or incorporated by reference as indicated below): 1. Articles of Incorporation of the Registrant as amended through February 10, 1997 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1). 2. Form of Restated Articles of Incorporation of Registrant, as proposed to be amended and restated (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1). 3. By-laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1). 4. Form of Restated By-laws of Registrant, as proposed to be amended and restated (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1). 5. Proposed stock certificate for the securities registered hereunder (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1). -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. MAXIMUS, INC. Date: May 15, 1997 By: /s/ David V. Mastran --------------------------- David V. Mastran President and Chief Executive Officer -3-