-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VC79pVg9XLWVgu/jlwWiJ31ZPplixpQbgN48zxm5I3IJGW4wJwIiLcI0dVxiMeJa yOAMOZac18S2hVMIIkFm9A== 0000355199-06-000030.txt : 20061103 0000355199-06-000030.hdr.sgml : 20061103 20061103164329 ACCESSION NUMBER: 0000355199-06-000030 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20061103 DATE AS OF CHANGE: 20061103 EFFECTIVENESS DATE: 20061103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX CORP CENTRAL INDEX KEY: 0000355199 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 540846569 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-138423 FILM NUMBER: 061187395 BUSINESS ADDRESS: STREET 1: 6708 ALEXANDER BELL DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 3019397000 MAIL ADDRESS: STREET 1: 6708 ALEXANDER BELL DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: ESSEX CORPORATION DATE OF NAME CHANGE: 19920703 S-8 1 forms8stkpln04.txt FORM S-8 REG STATEMENT 2004 STOCK PLAN AMEND 500K 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 ---------------------------------------------- ESSEX CORPORATION (Exact name of Registrant as Specified in Its Charter) ---------------------------------------------- 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 2004 STOCK INCENTIVE PLAN (Full Title of the Plan) ---------------------------------------------- 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 --------------------------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================== 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 - ---------------------------------------------------------------------------------------- Common Stock, no par value per share 500,000 $19.51 $9,755,000 $1,043.79 ======================================================================================== (1) Represents the number of additional shares that may be issued under the Essex Corporation 2004 Stock Incentive Plan, as amended (the "Plan"). This Registration Statement also registers such additional and indeterminable number of shares as may become issuable pursuant to the Plan or non-Plan agreements as the result of a stock split, stock dividend or similar transaction affecting the common stock, pursuant Rule 416(a) under the Securities Act of 1933, as amended. 1,000,000 shares available for issuance under the Plan were registered on a Registration Statement on Form S-8 on September 27, 2004 (Registration No. 333-119292) and 300,000 shares available for issuance under the Plan were registered on a Registration Statement on Form S-8 on October 5, 2005 (Registration No. 333-128826). (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 aggregate maximum offering price have been determined on the basis of the high and low prices quoted on Nasdaq Global Market on November 1, 2006 of $19.88 and $19.13 per share, respectively.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement relates to the Essex Corporation 2004 Stock Incentive Plan, as amended (the "Plan"). 1,000,000 shares of the Registrant's Common Stock issuable pursuant to the Plan have been previously registered on a Registration Statement on Form S-8 (Registration No. 333-119292) and 300,000 shares of the Registrant's Common Stock issuable pursuant to the Plan have been previously registered on a Registration Statement on Form S-8 (Registration No. 333-128826), filed October 5, 2005. In accordance with General Instruction E to Form S-8 under the Securities Act of 1933, as amended, the contents of such Registration Statements are incorporated herein by reference. On February 23, 2006, the Registrant's Board of Directors approved an increase of 500,000 shares of Common Stock issuable under the Plan and on June 22, 2006, the Company's stockholders approved such increase, bringing the total number of shares authorized for sale thereunder to 1,800,000. This Registration Statement relates to such additional 500,000 shares. ITEM 8. EXHIBITS. 5.1 Opinion of Hogan & Hartson LLP. 23.1 Consent of Hogan & Hartson LLP (contained in Exhibit 5.1). 23.2 Consent of Stegman & Company. 24.1 Power of Attorney (See Signatures page). 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 October 31, 2006. ESSEX CORPORATION By: /S/ LEONARD E. MOODISPAW -------------------------------- 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 October 31, 2006 in the capacities indicated: Signatures Title - ---------------------------- ------------------------------------------- /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 /s/ Robert H. Hicks - ---------------------------- ROBERT H. HICKS Director /s/ Ray Keeler - ---------------------------- RAY KEELER Director /s/ Anthony M. Johnson - ---------------------------- ANTHONY M. JOHNSON Director /s/ Marie S. Minton - ---------------------------- MARIE S. MINTON Director /s/ Arthur L. Money - ---------------------------- ARTHUR L. MONEY Director /s/ Terry M. Turpin - ---------------------------- TERRY M. TURPIN Director INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION 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). EX-5 2 exhibit51.txt OPINION OF HOGAN & HARTSON LLP EXHIBIT 5.1 HOGAN & HARTSON November 3, 2006 Board of Directors Essex Corporation 6708 Alexander Bell Drive Columbia, Maryland 21046-2306 Ladies and Gentlemen: We are acting as counsel to Essex Corporation, a Virginia corporation (the "COMPANY"), in connection with its registration statement on Form S-8 (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange Commission relating to the registration of up to 500,000 shares of common stock, no par value per share (the "SHARES"), reserved for issuance pursuant to the Company's 2004 Stock Incentive Plan (the "PLAN"). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration Statement. For purposes of this opinion letter, we have examined copies of the following documents: 1. An executed copy of the Registration Statement. 2. The Articles of Incorporation, as amended, as certified by the Clerk of the State Corporation Commission of the Commonwealth of Virginia on October 25, 2006 and by the Secretary of the Company on the date hereof as being complete, accurate, and in effect. 3. The Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate, and in effect. 4. The Plan as adopted by the Board of Directors of the Company and as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect. 5. Certain resolutions of the Board of Directors of the Company relating to, among other things, approval of the Plan, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect. Board of Directors Essex Corporation November 3, 2006 Page 2 6. Certain resolutions of the stockholders of the Company relating to among other things, approval of the Plan, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect. 7. A certificate of the Secretary of the Company, dated the date hereof, as to certain facts relating to the Company. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing. This opinion letter is based as to matters of law solely on the Virginia Stock Corporation Act, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term "Virginia Stock Corporation Act, as amended" includes the statutory provisions contained therein, all applicable provisions of the Virginia Constitution and reported judicial decisions interpreting these laws. Based upon, subject to and limited by the foregoing, we are of the opinion that when issued and delivered in the manner and on the terms contemplated in the Registration Statement and the Plan (with the Company having received the consideration therefor, the form of which is in accordance with applicable law), the Shares will be validly issued, fully paid, and nonassessable. This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, /s/HOGAN & HARTSON L.L.P. HOGAN & HARTSON L.L.P. EX-23 3 ex231.txt CONSENT - HOGAN & HARTSON Exhibit 23.1 Consent of Opinion of Hogan & Hartson LLP (contained in Exhibit 5.1). EX-23 4 ex232.txt EXHIBIT 23.2 CONSENT OF STEGMAN & COMPANY EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2006, with respect to the consolidated financial statements of Essex Corporation, included in its Annual Report on Form 10-K for the year ended December 31, 2005. /S/ STEGMAN & COMPANY Stegman & Company November 2, 2006 Baltimore, Maryland EX-24 5 ex241.txt EXHIBIT 24.1 POWER OF ATTORNEY Exhibit 24.1 Power of Attorney (See Signatures page). -----END PRIVACY-ENHANCED MESSAGE-----