As filed with the Securities and Exchange Commission on October 08, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VSE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
54-069263
(I.R.S. Employer Identification No.)
2550 Huntington Avenue
Alexandria, Virginia 22303
(Address of Principal Executive Offices, Including Zip Code)
VSE CORPORATION 1998 STOCK OPTION PLAN
(Full Title of the Plan)
Craig S. Weber
VSE Corporation
2550 Huntington Avenue
Alexandria, Virginia 22303
(703) 329-4770
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)
Copy to:
Jeffrey E. Jordan, Esq.
Arent Fox Kintner Plotkin & Kahn, PLLC
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
_____________________________________________________________________________
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount to be Offering Aggregate Amount of
Securities Registered Price Per Offering Registration
to be Registered (1) Share (2) Price (2) Fee
-----------------------------------------------------------------------------
Common Stock,
$.05 par value 75,500 shares $12.475 $941,863 $76.20
_____________________________________________________________________________
(1) This registration statement also covers any additional shares of Common
Stock which become issuable under the VSE Corporation 1998 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization, or similar transac-
tion effected without the Registrant's receipt of consideration which results in
an increase in the number of outstanding shares of the Registrant's Common
Stock.
(2) Estimated solely for the purpose of determining the registration fee
computed in accordance with Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, as amended, on the basis of the average of the reported high and low
sale prices of the Common Stock, as reported in the NASDAQ National Market on
October 3, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, this registration statement is
filed solely to register an additional 75,500 shares of Common Stock reserved
for issuance under the VSE Corporation 1998 Stock Option Plan, which increase
was approved by our Board of Directors on March 13, 2003, and by our
stockholders on May 2, 2003.
Pursuant to General Instruction E of Form S-8, we hereby incorporate by
reference the contents of our registration statement on Form S-8, File No.
333-92427, filed with the Commission on December 9, 1999.
INFORMATION REGARDING CONSENT OF ARTHUR ANDERSEN LLP
VSE Corporation dismissed Arthur Andersen LLP ("Andersen") as its independent
auditors, effective May 15, 2002. For additional information, see VSE
Corporation's current report on Form 8-K dated May 17, 2002 (as amended by the
Form 8-K/A filed on May 21, 2002). After reasonable efforts, VSE Corporation has
been unable to obtain Andersen's written consent to the incorporation by
reference into this Registration Statement on Form S-8 (the "Registration
Statement") of Andersen's audit report with respect to VSE Corporation's
consolidated financial statements as of December 31, 2001, and for the two years
in the period then ended. Under these circumstances, Rule 437a under the
Securities Act permits VSE Corporation to file this Registration Statement
without consents from Andersen. As a result, with respect to transactions in
VSE Corporation securities pursuant to this Registration Statement, Andersen
will not have any liability under Section 11(a) of the Securities Act for any
untrue statements of a material fact contained in the financial statement
audited by Andersen or any omissions of a material fact required to be stated
therein. Accordingly, you would be unable to assert a claim against Andersen
under Section 11(a) of the Securities Act.
Item 8. Exhibits.
See Exhibit Index on page [6].
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 the County of Fairfax, State of Virginia, on this 7th day of
October, 2003.
VSE CORPORATION
By: /s/ Donald M. Ervine
________________________________
Donald M. Ervine
Chairman of the Board and Chief
Executive Officer, President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Donald M. Ervine and
Craig S. Weber, and each of them, with full power of substitution and full power
to act without the other, his true and lawful attorney-in-fact and agent to act
for him in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file this registration statement, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully, to
all intents and purposes, as they or he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
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 date indicated:
Signatures Title Date
---------- ----- -----
/s/ Donald M. Ervine Chairman of the Board and Chief October 7, 2003
_______________________ Executive Officer, President and
Donald M. Ervine Chief Operating Officer, and Director
/s/ Thomas R. Loftus Senior Vice President October 7, 2003
_______________________ and Chief Financial Officer (Principal
Thomas R. Loftus Financial and Accounting Officer)
/s/ David M. Osnos Director October 7, 2003
_______________________
David M. Osnos
/s/ Bonnie K. Wachtel Director October 7, 2003
_______________________
Bonnie K. Wachtel
/s/ Calvin S. Koonce Director October 7, 2003
_______________________
Calvin S. Koonce
/s/ Jimmy D. Ross Director October 7, 2003
_______________________
Jimmy D. Ross
/s/ Robert J. Kelly Director October 7, 2003
_______________________
Robert J. Kelly
/s/ Clifford M. Kendall Director October 7, 2003
_______________________
Clifford M. Kendall
/s/ James F. Lafond Director October 7, 2003
_______________________
James F. Lafond
EXHIBIT INDEX
Exhibit Page
------- ----
5. Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC 7
23. Consents of independent auditors and counsel:
(a) Consent of Ernst & Young LLP 8
(b) Consent of Arent Fox Kintner Plotkin & Kahn, PLLC:
included in Exhibit 5
24. Power of Attorney (included on signature page to this
Registration Statement)