AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 2001
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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 OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
11419 SUNSET HILLS ROAD, RESTON, VIRGINIA 20190 (703) 251-8500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DAVID R. FRANCIS
GENERAL COUNSEL AND SECRETARY
MAXIMUS, INC.
11419 SUNSET HILLS ROAD
RESTON, VIRGINIA 22190
(703) 251-8500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH COPIES TO:
KERRY JOHN TOMASEVICH MICHAEL L. FITZGERALD
PALMER & DODGE LLP SIDLEY AUSTIN BROWN & WOOD LLP
ONE BEACON STREET ONE WORLD TRADE CENTER
BOSTON, MASSACHUSETTS 02108-3190 NEW YORK, NEW YORK 10048-0557
(617) 573-0100 (212) 839-5300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-61264
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
===========================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(1) PRICE(1)
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value....... 230,000 shares(2) $33.95 $7,808,500 $1,953
===========================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457 based upon the public offering price of
$33.95.
(2) Includes a total of 30,000 shares that are subject to over-allotment options
granted to the underwriters.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with respect to the
registration of additional shares of common stock, no par value per share, of
MAXIMUS, Inc., a Virginia corporation, for an offering pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the registrant's
earlier effective registration statement on Form S-3 (File No. 333-61264) are
incorporated into this registration statement by reference. The form of
prospectus contained in the earlier effective registration statement will
reflect the aggregate amount of securities registered in this registration
statement and the earlier effective registration statement.
The required opinions and consents are listed on an Exhibit Index
attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Reston, Commonwealth of Virginia, on June 19, 2001.
MAXIMUS, INC.
By: /s/ F. ARTHUR NERRET
---------------------------------------------
F. Arthur Nerret
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President, Chief Executive Officer and June 19, 2001
- ------------------------------------- Director (Principal Executive Officer)
David V. Mastran
*
- ------------------------------------- Chairman of the Board of Directors June 19, 2001
Raymond B. Ruddy
/s/ F. ARTHUR NERRET Chief Financial Officer (Principal Financial June 19, 2001
- ------------------------------------- and Accounting Officer)
F. Arthur Nerret
*
- ------------------------------------- Director June 19, 2001
Russell A. Beliveau
*
- ------------------------------------- Director June 19, 2001
Jessee Brown
* Director June 19, 2001
- -------------------------------------
Lynn P. Davenport
* Director June 19, 2001
- -------------------------------------
Thomas A. Grissen
* Director June 19, 2001
- -------------------------------------
Peter Pond
* Director June 19, 2001
- -------------------------------------
James R. Thompson
*By: /s/ F. ARTHUR NERRET
----------------------
F. Arthur Nerret
ATTORNEY-IN-FACT
EXHIBIT INDEX
Exhibit No. Title
- ----------- -----
5 Opinion of Palmer & Dodge LLP.
23.1 Consent of Palmer & Dodge LLP. Included in its
opinion filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
24.1* Power of Attorney.
- ----------
* Filed with the company's Registration Statement on Form S-3 (Registration No.
333-61264).