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).