As filed with the Securities and Exchange Commission on May 19, 2006
UNITED STATES
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 2006 RESTRICTED STOCK PLAN
(Full Title of the Plan)
Craig S. Weber
Executive Vice President
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:
Carter Strong, Esq.
Arent Fox PLLC
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
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, 125,000 Shares $31.82 $3,977,500 $425.63
$.05 par value
per share, to be
issued under the
VSE Corporation
2006 Restricted
Stock Plan
------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers any additional Common Stock which
become issuable under the VSE Corporation 2006 Restricted Stock Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction which is effected without the Registrant's receipt
of consideration and results in an increase in the number of outstanding
shares of the Registrant's Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and Rule 457(c) under the Securities Act of
1933, as amended, on the basis of $31.82; the average of the high and
low prices of the Common Stock on May 15, 2006, as reported in the
NASDAQ National Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the 2006 Restricted Stock Plan of VSE Corporation, a Delaware
corporation (the "Registrant"), pursuant to Rule 428(b) (1) under the Securities
Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
VSE Corporation, a Delaware corporation (the "Registrant"), is subject
to the informational and reporting requirements of Sections 13(a), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The following
documents previously filed by the Registrant with the Commission are
incorporated by reference in this Registration Statement and made a part hereof:
(a) The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 2005,
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the document referred to in Section (a) of Item 3 above.
(c) The Registrant's Form 8-A Registration Statement filed
pursuant to Section 12 of the Exchange Act, containing a description of the
Registrant's common stock ("Common Stock"), including any amendment or report
filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration Statement to the
extent a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may 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
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. A
corporation shall not indemnify any person adjudged to be liable to the
corporation in any action or suit by or in the right of the corporation unless
and only to the extent that the court in which such action or suit was brought
shall determine that such person is fairly and reasonably entitled to indemnity
for such expenses as it may deem proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
Article Eleven of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal liability of a director
for breach of fiduciary duty as permitted by Section 102(b)(7) of the Delaware
General Corporation Law, and Article VII, Section 7 of the Registrant's Bylaws
provides that the Registrant shall indemnify its directors, officers, employees
and agents to the extent permitted by Section 145 of the Delaware General
Corporation Law.
The Registrant has in effect a directors and officers liability
insurance policy under which the directors and officers of the Registrant are
insured against loss arising from claims made against them due to wrongful acts
while acting in their individual and collective capacities as directors and
officers, subject to certain exclusions.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
Number Exhibit Description
------ -------------------
4.1 VSE Corporation 2006
Restricted Stock Plan
5.1 Opinion of Arent Fox PLLC
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arent Fox PLLC:
included in Exhibit 5
24.1 Power of Attorney (included
on signature page to this
Registration Statement)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registrant Statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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 this
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(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
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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.
(b) The Registrant hereby further 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 on 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 Commission 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 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, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will 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.
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, Commonwealth of Virginia, on May 19,
2006.
VSE CORPORATION
By: /s/ D. M. Ervine
--------------------------------
Donald M. Ervine
Chairman of the Board and Chief
Executive Officer, President and
Chief Operating Officer
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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 May 19, 2006
----------------------- Executive Officer, President and
Donald M. Ervine Chief Operating Officer, and Director
/s/ Thomas R. Loftus Senior Vice President May 19, 2006
----------------------- and Chief Financial Officer (Principal
Thomas R. Loftus Financial and Accounting Officer)
/s/ Clifford M. Kendall Director May 19, 2006
-----------------------
Clifford M. Kendall
/s/ Calvin S. Koonce Director May 19, 2006
-----------------------
Calvin S. Koonce
/s/ James F. Lafond Director May 19, 2006
-----------------------
James F. Lafond
/s/ David M. Osnos Director May 19, 2006
-----------------------
David M. Osnos
Director
-----------------------
Jimmy D. Ross
/s/ Bonnie K. Wachtel Director May 19, 2006
-----------------------
Bonnie K. Wachtel
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
------- -------------------
4.1 VSE Corporation 2006
Restricted Stock Plan
5.1 Opinion of Arent Fox PLLC
23.1 Consents of Ernst & Young LLP
23.2 Consent of Arent Fox PLLC:
included in Exhibit 5
24.1 Power of Attorney (included
on signature page to this
Registration Statement)
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