S-8 1 ds8.txt FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HADRON, INC. (Exact name of registrant as specified in its charter) NEW YORK 11-2120726 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5904 Richmond Highway, Suite 300 Alexandria, Virginia 22303 (703) 329-9400 (Address, including zip code and telephone number, of Principal Executive Offices) HADRON, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) STERLING E. PHILLIPS, JR. President and Chief Executive Officer Hadron, Inc. 5904 Richmond Highway, Suite 300 Alexandria, Virginia 22303 (703) 329-9400 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Each Proposed Proposed Class of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share Price Fee -------------- ---------- --------- --------- ------------ Common Stock $.02 par value 150,000 $1.325 $198,750 $49.69 Estimated solely for purposes of calculating the registration fee. Based on the average of the bid and ask price as of May 3, 2000. The purpose of this Registration Statement is to register 150,000 additional shares of common stock, $.02 par value, of Hadron, Inc. issuable pursuant to the Hadron, Inc. 1997 Stock Purchase Plan, as amended (the "Plan"). Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of its Form S-8 registration statement No. 333-42035 (filed December 11, 1997). Item 8. Exhibits 5.1 Opinion and Consent of Holland & Knight LLP, Counsel to the Company, as to the legality of the Common Stock offered hereunder 23.1 Consent of Ernst & Young LLP 23.2 Consent of Holland & Knight LLP (included in Exhibit 5.1) 99.1 Second Amendment to the Hadron, Inc. 1997 Employee Stock Purchase Plan 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-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Alexandria, Virginia on May 8, 2001. HADRON, INC. By: /s/ Sterling E. Phillips, Jr. ------------------------------ Name: Sterling E. Phillips, Jr. Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on May 8, 2001. /S/ C.W. GILLULY /S/ GERALD R. MCNICHOLS C.W. Gilluly William J. Howard Director Director /S/ GERALD R. YOUNG /S/ JOHN D. SANDERS Gerald R. Young John D. Sanders Director Director /S/ JON M. STOUT Jon M. Stout Director EXHIBITS TO HADRON, INC. REGISTRATION STATEMENT ON FORM S-8 Exhibit Index The following exhibits are filed herewith as part of this Registration Statement: Exhibit No. 5.1 Opinion and Consent of Holland & Knight LLP, Counsel to the Company, as to the legality of the Common Stock offered hereunder 23.1 Consent of Ernst & Young LLP 23.2 Consent of Holland & Knight LLP (included in Exhibit 5.1) 99.1 Second Amendment to the Hadron, Inc. 1997 Employee Stock Purchase Plan