S-8

As filed with the Securities and Exchange Commission on March 15, 2010

Registration Statement No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ICF INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	22-3661438
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9300 Lee Highway, Fairfax, Virginia	22031
(Address of principal executive offices)	(Zip Code)

2006 Long-Term Equity Incentive Plan

(Full title of the plan)

Sudhakar Kesavan

Chairman & Chief Executive Officer

ICF INTERNATIONAL, INC.

9300 Lee Highway

Fairfax, Virginia 22031

(Name and address of agent for service)

(703) 934-3000

(Telephone number, including area code, of agent for service)

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if smaller reporting company)	Smaller reporting company	¨

Copy to:

James J. Maiwurm, Esq.

Squire, Sanders & Dempsey L.L.P.

8000 Towers Crescent Drive, Suite 1400

Tysons Corner, Virginia 22182

CALCULATION OF REGISTRATION FEE

Title of Securities To be Registered	Amount to be Registered1	Proposed Maximum Offering Price per Share2	Proposed Maximum Aggregate Offering Price2	Amount of Registration Fee
2006 Long-Term Equity Incentive Plan
Common Stock, par value $0.001 per share	578,3583	$24.01	$13,886,376	$991

¹ Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.

² Computed in accordance with Rule 457(h) and 457(c), based on the average of the high and low prices of Registrant’s Common Stock on March 12, 2010 as reported on The Nasdaq Global Select Market.

³ Consists of additional shares authorized as of January 1, 2010 under the evergreen provision of the 2006 Long-Term Equity Incentive Plan.

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed by ICF International, Inc. (the “Company” or the “Registrant”) for the purpose of registering additional securities under the 2006 Long-Term Equity Incentive Plan of the Registrant (the “Plan”), which are the same class as those registered under the currently effective Registration Statement on Form S-8 (Registration No. 333-137975) relating to the Plan, and the contents of such Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated herein by this reference.

The number of shares of common stock of the Registrant available for issuance under the Plan is subject to an automatic annual increase by an amount equal to three percent (3%), or a lesser amount as determined by the Board of Directors, of the number of shares of the Registrant’s common stock outstanding as of each January 1 of the particular year (the “evergreen provision”). For 2010, the Board of Directors authorized an increase by an amount equal to three percent (3%) of the number of shares of the Registrant’s common stock outstanding as of January 1, 2010. This Registration Statement registers the 578,358 additional shares of common stock available for issuance pursuant to the evergreen provision for fiscal year 2010.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the United States Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which includes audited financial statements for the Registrant’s latest fiscal year.

(b) The Registrant’s Current Reports on Form 8-K filed January 28, 2010 and March 5, 2010.

(c) The description of the Registrant’s common stock which is contained in a registration statement on Form 8-A filed with the Commission on September 25, 2006 (File No. 001-33045) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All reports and other 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 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 of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated herein by reference 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 herein by reference 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.

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Notwithstanding the foregoing, we are not incorporating by reference information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, nor in any document or information deemed to have been furnished and not filed in accordance with SEC rules.

Item 8. Exhibits.

Exhibit Number	Exhibit
4.1	Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-134018) and amendments thereto, declared effective September 27, 2006 (the “Form S-1”))
4.2	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-137975) effective as of October 12, 2006)
4.3	Amended and Restated Bylaws of ICF International, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on April 22, 2009)
4.4	Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1)
5.1	Opinion of Squire, Sanders & Dempsey L.L.P.
23.1	Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5.1)
23.2	Consent of Grant Thornton LLP
24.0	Power of Attorney (see signature page)
99.1	2006 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1)

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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 Fairfax, Virginia, on March 15, 2010.

ICF INTERNATIONAL, INC.
By:	/s/    SUDHAKAR KESAVAN
	Sudhakar Kesavan,
	Chairman, President & Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sudhakar Kesavan, and each of them, his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the registrant on March 15, 2010 and in the capacities indicated.

Signature	Title
/s/    SUDHAKAR KESAVAN         Sudhakar Kesavan	Chairman, President & Chief Executive Officer (Principal Executive Officer)
/s/    ALAN STEWART         Alan Stewart	Senior Vice President, Chief Financial Officer & Secretary (Principal Financial Officer)
/s/    SCOTT BRESLER         Scott Bresler	Controller (Principal Accounting Officer)
/s/    EILEEN O’SHEA AUEN         Eileen O’Shea Auen	Director
/s/    DR. EDWARD H. BERSOFF         Dr. Edward H. Bersoff	Director
/s/    DR. SRIKANT M. DATAR         Dr. Srikant M. Datar	Director
/s/    RICHARD M. FELDT         Richard M. Feldt	Director
/s/    JOEL R. JACKS         Joel R. Jacks	Director
/s/    DAVID C. LUCIEN         David C. Lucien	Director
/s/    PETER M. SCHULTE         Peter M. Schulte	Director

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EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-134018) and amendments thereto, declared effective September 27, 2006 (the “Form S-1”))
4.2	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-137975) effective as of October 12, 2006)
4.3	Amended and Restated Bylaws of ICF International, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on April 22, 2009)
4.4	Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1)
5.1	Opinion of Squire, Sanders & Dempsey L.L.P.
23.1	Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5.1)
23.2	Consent of Grant Thornton LLP
24.0	Power of Attorney (see signature page)
99.1	2006 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1)

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EX-5.1

Exhibit 5.1

March 15, 2010

Board of Directors

ICF International, Inc.

9300 Lee Highway

Fairfax, VA 22031

Ladies and Gentlemen:

We have acted as counsel to ICF International, Inc., a Delaware corporation (the “Company”), and are delivering this opinion in connection with the Registration Statement on Form S-8 of the Company (together with all exhibits thereto, the “Registration Statement”) being filed with the Securities and Exchange Commission on the date hereof, relating to the registration by the Company of 578,358 additional shares (“Plan Shares”) of common stock, par value $0.001 per share, authorized for issuance pursuant to the evergreen provision for fiscal year 2010 of the Company’s 2006 Long-Term Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined copies (in each case signed, certified or otherwise proven to our satisfaction to be genuine) of the Registration Statement, the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, minutes and other instruments evidencing actions taken by its directors, and the Plan and have examined such other documents as we have deemed necessary or appropriate for purposes of this opinion. With respect to such examination, we have assumed the genuineness of all signatures on all documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies and the due execution and delivery of all documents by the parties thereto. We have also considered such legal matters as we have deemed necessary and relevant as the basis for this opinion. Insofar as this opinion relates to Plan Shares to be issued in the future, we have assumed that all applicable laws, rules and regulations in effect at the time of issuance are the same as such laws, rules and regulations in effect as of the date hereof.

Based upon and subject to the foregoing examination, and subject to the qualifications set forth below, we are of the opinion that the Plan Shares under the Plan have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

The opinions set forth herein are rendered as of the date hereof and are based solely upon the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws. Any such opinions are based upon our reasonable familiarity with the General Corporation Law of the State of Delaware as a result of our reading of standard published compilations of such laws and annotations thereto.

Board of Directors

ICF International, Inc.

March 15, 2010

Page 2

We hereby consent to the reference to our firm wherever appearing in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except as expressly provided in the preceding paragraph. This opinion is given as of the effective date of the Registration Statement, and we assume no obligation to update or supplement the opinions contained herein to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

Very truly yours,

/s/ Squire, Sanders & Dempsey L.L.P.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 11, 2010, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of ICF International, Inc., and Subsidiaries on Form 10-K for the year ended December 31, 2009 which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/s/ Grant Thornton LLP

McLean, Virginia

March 11, 2010