As Filed with the Securities and Exchange Commission on July 30, 2010

Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALION SCIENCE AND TECHNOLOGY CORPORATION

 (Exact name of Registrant as Specified in Its Charter)

DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 54-2061691 (I.R.S. Employer  Identification No.)

10 West 35th Street	1750 Tysons Boulevard, Suite 1300
Chicago, IL  60616	McLean, VA  22102
(312) 567-4000	(703) 918–4480

(Address of Registrant’s Principal Executive Offices, including Zip Code)

ALION SCIENCE AND TECHNOLOGY CORPORATION

EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

(Full Title of the Plan)

Thomas E. McCabe

Alion Science and Technology Corporation

1750 Tysons Boulevard

Suite 1300

McLean, VA 22102

(703) 918-4480

(Name, Address, including Zip Code and Telephone Number,

including Area Code, of Agent for Service)

Copies to:

Marc R. Paul

Baker &McKenzie LLP

815 Connecticut Avenue, N.W.

Washington, DC 20006

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨ Accelerated Filer ¨  Non-Accelerated Filer  þ   Smaller Reporting Company ¨

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be  Registered	Amount to be Registered			Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price(3)		Amount of Registration Fee
Common Stock, par value $0.01 per share(1)		1,900,000	(2)	$	28.00	$	53,200,000	$	3,793.16

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to The Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan.  In accordance with Rule 457, no separate fee is required with respect to the plan interests.

(2) Represents shares of our common stock to be issued to the employee stock ownership plan, or ESOP, component of The Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan.

(3) Estimated solely for purposes of calculating the registration fee.

EXPLANATORY NOTE

This registration statement contains information required in the registration statement under Part II of Form S-8.  The plan information specified by Part I of Form S-8 is not being filed with the Securities and Exchange Commission as permitted by the Note in Part I of Form S-8.  This plan information required by Item 1 of Form S-8, as well as the statement of availability of registrant information and any other information required by Item 2 of Form S-8, will be sent or given to participants of the employee benefit plan as specified under Rule 428 under the Securities Act.

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

The documents containing the information specified in Part I, Item 1 of Form S-8 will be sent or given to employees of Alion Science and Technology Corporation (the “Company”) as specified by Rule 428(b)(1) promulgated under the Securities Act.  These documents, together with the documents incorporated by reference into this registration statement, pursuant to Item 3 of Part II hereof, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.  In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  The Company will maintain a file of such documents in accordance with the provisions of Rule 428.  Upon request, the Company will furnish to the SEC or its staff a copy or copies of all of the documents included in that file.

Item 2.  Registrant Information and Employee Plan Annual Information

The Company shall furnish without charge to each participant in the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "Plan"), upon written or oral request of such person, a copy of any or all of the documents incorporated by reference in Item 3 of Part II of this registration statement, which documents are incorporated by reference in the Section 10(a) prospectus, as well as any documents required to be delivered to participants pursuant to Rule 428(b) under the Securities Act.  Requests should be directed to Alion Science and Technology Corporation, Attn: Corporate Secretary, 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102, telephone (703)918-4480.

All information in this registration statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by the Company with the SEC are hereby incorporated by reference in this registration statement:

(a) The Company’s latest annual report on Form 10-K filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on December 24, 2009;

(b) The Plan’s latest annual report on Form 11-K filed pursuant to the Exchange Act on March 26, 2010;

(c) The Company’s quarterly report on Form 10-Q filed pursuant to the Exchange Act on January 26, 2010;

(d) The Company’s quarterly report on Form 10-Q filed pursuant to the Exchange Act on May 14, 2010;

(e) The Company’s current reports on Form 8-K and 8-K/A filed pursuant to the Exchange Act on September 30, 2009, October 5, 2009, October 13, 2009, November 16, 2009, November 16, 2009. December 16, 2009, December 24, 2009, February 4, 2010, March 3, 2010, March 5, 2010, March 22, 2010, March 25, 2010, May 13, 2010, May 18, 2010 (portions thereof) and July 22, 2010.

(f) All other reports that the Company has filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act since September 30, 2009 up to the effective date of this registration statement.

All documents filed with the SEC by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment indicating that all securities offered under the Plan have been sold, or deregistering all securities then remaining unsold thereunder, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the respective dates of filing of such documents.  Any statement contained in this registration statement or in any document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained therein or in any other subsequently filed document that is also incorporated or deemed to be incorporated therein by reference, modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement and prospectus.

Item 4. Description of Securities

The Company’s authorized capital stock consists of 8 million shares of common stock, par value $.01 per share. The Company has the ability to issue an indeterminate number of interests to be offered or sold pursuant to the Plan (“KSOP interests”).  As of the date of this registration statement, 5,406,092 sharesof the Company’s common stock are issued and outstanding and are held in an employee stock ownership plan (“ESOP”) trust of which State Street Bank & Trust Company (“State Street”) is the trustee. Both the KSOP interests and the common stock underlying investments in the ESOP component of the Plan are being registered with the SEC.

The shares of common stock currently outstanding are validly issued, fully paid and non-assessable. The KSOP interests currently outstanding are validly issued, fully paid and non-assessable.

Voting Rights. Although the Company’s common stock is allocated to each Plan participant’saccount in the ESOP component of the Plan, the participant is considered to hold only a beneficial ownership interest in these shares and he or she will not be the legal title holder of the shares. In this context this means that the participant will have the benefit of the value of the shares of common stock allocated to his or her account.

State Street, the ESOP trustee, will hold record title to all shares of common stock held in the ESOP trust and as such, will usually vote those shares on the participant’s behalf, at the direction of the ESOP committee, which is comprised of four members of the Company’s management team and three other Company employees and is responsible for the financial management and administration of the ESOP component.  If however, the ESOP trustee determines that the direction of the ESOP committee is not in accordance with the terms of the Plan or is not a proper direction under Employee Retirement Income and Security Act of 1974, as amended (“ERISA”), it will vote the shares as it determines appropriate to fulfill its fiduciary duties under ERISA.

ERISA requires that the employee be able to direct the trustee to vote the shares of common stock allocated to his or her account on certain corporate transactions that require shareholder approval under state law. An employee will have the right to direct the ESOP trustee as to the manner in which to vote the shares allocated to his or her account on certain major events, which may include:

•  the Company’s merger with another company,

•  the Company’s liquidation and dissolution,

•  the sale of all or substantially all of the Company’s assets, and

• any stock reclassification and recapitalization.

The Company has extended to participants an additional right, which is to direct the trustee to vote the shares of common stock allocated to his or her account on any tender offer for, or other offer to purchase, the shares of the Company’s common stock in the ESOP component. If, however, the ESOP trustee determines that the employee votes are not in accordance with the terms of the Plan or is not a proper direction under ERISA, it will vote the shares as it determines appropriate to fulfill its fiduciary duty under ERISA.

Each share of the Company’s common stock allocated to an employee’s account in the ESOP component will have one vote.

Dividends. The ESOP is entitled to receive dividends when, as and if declared by the Company’s board of directors in its discretion out of funds legally available for the payment of dividends. Such dividends will be allocated among all ESOP participants’ accounts according to the number of shares of common stock allocated to each participant’s account. The Company is, however, subject to covenants restricting its ability to pay dividends to the ESOP under the terms of agreements governing the Company’s senior secured notes, senior unsecured notes and revolving credit facility.  The Company does not expect to pay any dividends.  The Company currently intends to retain future earnings, if any, for use in the operation of its business.

Form of Distribution.  Distributions will be made in the form of shares of the Company’s common stock.  Participants will have the right to immediately sell the shares to the Company or hold the shares.

Put Rights Held by ESOP participants and beneficiaries.  The Internal Revenue Code (the "Code") and ERISA require the Company to offer a liquidity put right to ESOP participants and beneficiaries who receive a distribution of the Company's common stock.  This put right requires the Company to purchase distributed shares at any time during two put option periods at the then fair market value.  ESOP participants and beneficiaries will have two (2) sixty (60) day “put option” periods in which to sell the stock back to the Company.  The two (2) sixty (60) day option periods are as follows.

1. The first put option period begins on the date the distribution is made.  If the participant or beneficiary does not exercise the put option within sixty (60) days after the date of distribution, the option will be unavailable until the second period begins.

2. The second and final put option period begins in the following plan year, the day after the participant or beneficiary has been notified of the fair market value of the Company common stock as of the end of the plan year in which the shares were distributed to such person.

If the participant or beneficiary does not exercise the put option during one of those two (2) periods, it will expire, and the Company will no longer be required to buy the stock back from such person.  

Right of First Refusal.  The Company's common stock distributed by the ESOP is subject to a right of first refusal so that prior to any subsequent transfer, the common stock must first be offered for purchase to the Company, and then to the ESOP trust.

Other Rights. In the event of the Company’s liquidation or dissolution, after payment of all amounts owed to lenders and other creditors, the ESOP will be entitled to our remaining assets for distribution to investors in the ESOP component. The ESOP does not have any preemptive or other subscription rights, and the shares of the Company’s outstanding common stock held in the ESOP trust are not subject to further calls or assessment by the Company. There are no conversion rights or sinking fund provisions applicable to the shares of common stock.

A description of the plan interests is not included in this registration statement as permitted by Form S-8.

Item 5.  Interests of Named Experts and Counsel

Not Applicable.

Item 6.  Indemnification of Directors and Officers

Subsection (a) of Section 145 of the Delaware General Corporation Law (the “DGCL”) empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation (to include any service as a director, officer, or employee or agent of the corporation which imposes duties on, or involves services by such individual with respect to an employee benefit plan, its participants or beneficiaries) as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (which includes employee benefit plans) (an “agent”), against expenses (including attorneys’ fees), judgments, fines (to include any excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation (which includes if such person acted in good faith and in a manner he/she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan) and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the corporation.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted as an agent of the corporation, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL further provides, among other things, that to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Indemnification provided for by Section 145 of the DGCL shall not be deemed exclusive of any other rights to which the indemnified party may be entitled.

Indemnification provided for by Section 145 of the DGCL shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 of the DGCL also empowers the corporation to purchase and maintain insurance on behalf of an agent of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145 of the DGCL.

Article Ninth of the Company’s Third Amended and Restated Certificate of Incorporation and Article XII of the Company’s Amended and Restated Bylaws entitle the Company’s officers and directors to indemnification to the full extent permitted by Section 145 of the DGCL. Article XII of the Company’s Amended and Restated Bylaws allows the Company to purchase insurance for the benefit of its officers and directors.

The Company currently provides insurance from a commercial carrier against certain liabilities that could be incurred by its directors and officers.

The Company has entered into indemnification agreements with its directors and with its executive officers. The form of indemnification agreement provides that the Company generally will indemnify its directors and officers for expenses incurred by them in connection with their service to the Company to the fullest extent permitted by applicable law when:

· the director or officer is, or is threatened to be made, a party to or a participant in any threatened, pending or completed action, suit, arbitration, administrative hearing, or other similar proceeding; and

· the director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.

Only in certain limited circumstances would a director or officer not be entitled to indemnification.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

For a list of all exhibits filed or included as part of this registration statement, see "Index to Exhibits" at the end of this registration statement.

Item 9. Undertakings.

(a)           The undersigned registrant hereby undertakes:

(1)           to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)   to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided however, that: paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

(2)           that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)           to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of the expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)           The undersigned registrant hereby undertakes that, in lieu of an opinion of counsel concerning compliance with the requirements of ERISA and an Internal Revenue Service ("IRS") determination letter that the Plan is qualified under Section 401 of the Code, the registrant has submitted or will submit the Plan and any amendment thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Code.

SIGNATURES

The Registrant.      Pursuant to the requirements of the Securities Act, 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 McLean, in the Commonwealth of Virginia, on this 30th day of July 2010.

ALION SCIENCE AND TECHNOLOGY CORPORATION
	By:	/s/ Bahman Atefi
		Bahman Atefi
		President and Chief Executive Officer
		and Director
		(Principal Executive Officer)

POWER OF ATTORNEY

We, the undersigned officers and directors of Alion Science and Technology Corporation, hereby severally constitute and appoint Bahman Atefi and Thomas E. McCabe, and each of them acting singly, our true and lawful attorneys-in-fact, with full power granted to them in any and all capacities (including substitutions), to execute for us and in our names in the capacities indicated below this registration statement, including any amendments and exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Alion Science and Technology Corporation to comply with the provisions of the Securities Act and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

By:	/s/ Bahman Atefi		Dated:  July 30, 2010
	Name:	Bahman Atefi
	Title:	Chairman, Chief Executive
		Officer and Director
		(Principal Executive Officer)
By:	/s/ Michael J. Alber		Dated:  July 30, 2010
	Name:	Michael J. Alber
	Title:	Chief Financial Officer
		(Principal Financial Officer)
By:	/s/ Jeffrey L. Boyers		Dated:  July 30, 2010
	Name:	Jeffrey L. Boyers
	Title:	Senior Vice President and
		Executive Director of Finance
		(Principal Accounting Officer)

 

By:	/s/ Edward C. Aldridge, Jr.		Dated: July 30, 2010
	Name:	Edward C. Aldridge, Jr.
	Title:	Director
By:	/s/ Leslie Armitage		Dated:  July 30, 2010
	Name:	Leslie Armitage
	Title:	Director
By:	/s/ Lewis Collens		Dated: July 26, 2010
	Name:	Lewis Collens
	Title:	Director
By:	/s/ Admiral (Ret.) Harold W. Gehman, Jr.		Dated: July 30, 2010
	Name:	Admiral (Ret.) Harold W. Gehman, Jr.
	Title:	Director
By:	/s/ David J. Vitale		Dated: July 30, 2010
	Name:	David J. Vitale
	Title:	Director
By:	/s/ General (Ret.) George A. Joulwan		Dated: July 30, 2010
	Name:	General (Ret.) George A. Joulwan
	Title:	Director
By:	/s/ General (Ret.) Michael E. Ryan		Dated: July 30, 2010
	Name:	General (Ret.) Michael E. Ryan
	Title:	Director
By:	/s/ General (Ret.) Michael V. Hayden		Dated: July 27, 2010
	Name:	General (Ret.) Michael V. Hayden
	Title:	Director

The Plan. Pursuant to the requirements of the Exchange Act, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized, in the city of McLean, in the Commonwealth of Virginia, on this 30th day of July, 2010.

THE ALION SCIENCE AND TECHNOLOGY
CORPORATION EMPLOYEE OWNERSHIP,
SAVINGS AND INVESTMENT PLAN
By:	/s/ Bahman Atefi
	Name:	Bahman Atefi
	Title:	Chairman of ESOP Committee

INDEX OF EXHIBITS

Exhibit	Document
4.1	Amended and Restated Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan.(1)
4.2	First Amendment to The Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan.(2)
4.3	Second Amendment to The Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan.(3)
4.4	Third Amendment to The Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan.(4)
4.5	Fourth Amendment to The Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan.(4)
5.1	Opinion of Baker & McKenzie, Washington, D.C. regarding legality of securities issued.
5.2	In lieu of filing an opinion of counsel as to compliance of the Plan with ERISA or an Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code, the undertaking permitted by Item 8(b) of Form S-8 is included in Item 9(d) of this Registration Statement.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Baker & McKenzie, Washington, D.C. (included in Exhibit 5.1).
24.1	Power of Attorney (included in signature page).

(1)Incorporated by reference to an exhibit to the Company’s Registration Statement on Form S–4 filed with the Securities and Exchange Commission on April 30, 2007 (File no. 333-142464).

(2)Incorporated by reference to an exhibit to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2007.

(3)Incorporated by reference an exhibit to the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2008, filed with the Securities and Exchange Commission on December 23, 2008.

(4)Incorporated by reference to an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed with the Securities and Exchange Commission on May 14, 2010.