As filed with the Securities and Exchange Commission on June 13, 2003.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VERSAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-0852979
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
6850 Versar Center 22151
Springfield, Virginia (Zip Code)
(Address of Principal Executive Offices)
Versar, Inc.
Employee 401(k) Plan
(Full title of the plan)
Theodore M. Prociv Copies to:
President Elizabeth H. Noe
Versar, Inc. Paul, Hastings, Janofsky & Walker LLP
6850 Versar Center 600 Peachtree St., Suite 2400
Springfield, Virginia 22151 Atlanta, GA 30308
(703)750-3000 (404) 815-2287
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Amount to be Proposed Maximum Proposed Maximum
Title of Securities Registered Offering Price Per Aggregate Offering Price
to be Registered (1) Share (2) (2) Amount of Registration Fee
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Common Stock, $0.01 par
value 103,302 $2.83 $292,345 $24.00
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(1) Common shares registered represent the maximum number of shares which may be
purchased with the maximum aggregate rollover of accounts to the Versar, Inc.
Employee 401(k) Plan upon termination of the Versar, Inc. Employee Stock
Ownership Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) based on the average of the high
and low sales prices ($2.83 per share) for the Registrant's common stock as
quoted on the American Stock Exchange on June 10, 2003.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Bonus Award Plan Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated herein by reference:
(a) The Registrant's annual report on Form 10-K for the fiscal
year ended June 30, 2002 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant's
annual report referred to in (a) above; and
(c) The description of the Registrant's common stock, par
value $.01 (the "Common Stock"), which is contained in its registration
statement on Form 10 filed under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such descriptions.
All documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Registrant's common stock issuable under
the Versar, Inc. Employee 401(k) Plan has been passed upon by Paul, Hastings,
Janofsky & Walker LLP.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors under
certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director. The Certificate of Incorporation and By-laws
of the Registrant provide for indemnification of its officers and directors to
the full extent authorized by such section.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
Exhibits
4.1 Versar, Inc. Employee 401(k) Plan
4.2 Correspondence to participants in Versar, Inc. Employee Stock
Ownership Plan regarding rollover into Employee 401(k) Plan
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the
legality of the shares being registered
23.1 Consent of Grant Thornton LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained on signature page hereto)
Item 9. Undertakings
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to provisions pursuant to which the
directors, officers or controlling persons may be indemnified by the registrant
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of 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 submit
to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
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 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 County of Fairfax, Commonwealth of Virginia on June 11,
2003.
VERSAR, INC.
By: /s/ Theodore M. Prociv
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Theodore M. Prociv
President and
Chief Executive Officer
We, the undersigned officers and directors ofVersar, Inc.,
hereby severally constitute Theodore Prociv and James S. Dobbs and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, any
and all amendments, including post-effective amendments, to this registration
statement, and generally do all such things in our name and behalf in such
capacities to enable Versar, Inc. to comply with the applicable provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, and we hereby ratify and confirm our signatures as they
may be signed by our said attorneys, or either of them, to any and all such
amendments. 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
Chairman and Director _______, 2003
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Benjamin M. Rawls
/s/ Theodore M. Prociv Chief Executive Officer, President June 11, 2003
--------------------------- and Director
Theodore M. Prociv
Senior Vice President and Director _______, 2003
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Robert L. Durfee
/s/ Lawrence W. Sinnott Senior Vice President, Chief June 11, 2003
--------------------------- Financial Officer, Treasurer and
Lawrence W. Sinnott Principal Accounting Officer
/s/ Michael Markels, Jr. Chairman Emeritus and Director June 11, 2003
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Michael Markels, Jr.
/s/ James L. Gallagher Director June 11, 2003
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James L. Gallagher
Director _______, 2003
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Fernando V. Galviz
/s/ Amoretta M. Hoeber Director June 11, 2003
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Amoretta M. Hoeber
/s/ Paul H. Hoeper Director June 11, 2003
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Paul J. Hoeper
/s/ Amir Metry Director June 11, 2003
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Amir Metry
INDEX TO EXHIBITS
Exhibits
4.1 Versar, Inc. Employee 401(k) Plan
4.2 Correspondence to participants in Versar, Inc. Employee Stock
Ownership Plan regarding rollover into Employee 401(k) Plan
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the
legality of the shares being registered
23.1 Consent of Grant Thornton LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained on signature page hereto)