File No. 333-       

As filed with the Securities and Exchange Commission on January 20, 2005.

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

SI INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware

 

52-2127278

(State or Other Jurisdiction
of Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

12012 Sunset Hills Road

Reston, Virginia 20190-5869

(Address of Principal Executive Offices)

 

2002 STOCK INCENTIVE PLAN

 ( Full Title of the Plan)

 

Ray J. Oleson
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER

SI International, Inc.

12012 Sunset Hills Road

Reston, Virginia 20190-5869

 (Name and Address of Agent for Service)

 

(703) 234-7000

(Telephone Number, Including Area Code, of Agent for Service)

 

with a copy to:

 

Lawrence T. Yanowitch, Esq.

Jeffrey B. Grill, Esq.

Shaw Pittman LLP

Shaw Pittman LLP

1650 Tysons Boulevard

2300 N Street, NW

McLean, Virginia 22102-4859

Washington, DC 20037-1128

(703) 770-7900

(202) 663-8000

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities
to be Registered

 

Amount to be
Registered (1)

 

Proposed Maximum
Offering Price
Per Share (2)

 

Proposed Maximum
Aggregate Offering
Price (2)

 

Amount of
Registration Fee

 

Common Stock $0.01 per share

 

320,000 shares

 

$

28.57

(1)

$

9,142,400

 

$

1,777

 

 

(1) Estimated solely for the purpose of calculating the registration fee, and based upon the average of the high and low sale prices of the Registrant’s Common Stock on the Nasdaq National Market on January 20, 2005 in accordance with Rule 457(c) of the Securities Act of 1933, as amended.

 

 


 

INTRODUCTORY STATEMENT NOT FORMING PART OF THE PROSPECTUS

 

The registration statement relates to the registration of additional shares under the 2002 Stock Incentive Plan.  Shares to be issued pursuant to that plan were originally registered pursuant to a registration statement on Form S-8, as amended (File No. 333-101298) (the “Registration Statement”).  The contents of the Registration Statement are hereby incorporated by reference into this registration statement to the extent that they present information not otherwise presented herein.

 

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.  Exhibits.

 

The following exhibits are filed as part of this Registration

 

Exhibit
Number

 

Description of Exhibit

 

 

 

4.1

 

Second Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-87964) filed on October 25, 2002 and incorporated herein by reference)

 

 

 

4.2

 

Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-87964) filed on November 8, 2002 and incorporated herein by reference)

 

 

 

5.1

 

Opinion of Shaw Pittman LLP, counsel to the Registrant, regarding the validity of the securities being registered hereunder

 

 

 

23.1

 

Consent of Ernst & Young LLP

 

 

 

23.2

 

Consent of Grant Thornton LLP

 

 

 

23.3

 

Consent of Shaw Pittman LLP (included in Exhibit 5.1)

 

 

 

24.1

 

Powers of Attorney

 

 

 

 

2


 

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 City of Reston, Commonwealth of Virginia on the 20th day of January 2005.

 

 

 

SI International, Inc.

 

 

 

 

 

By:

/s/ Ray J. Oleson

 

 

 

Ray J. Oleson

 

 

Chairman of the Board 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 and on the dates indicated. 

Signature

 

Title

 

Date

 

 

 

 

 

 

/s/ Ray J. Oleson

 

 

Chairman of the Board and Chief Executive Officer

 

January 20, 2005

Ray J. Oleson

 

(principal executive officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Thomas E. Dunn

 

 

Director and Chief Financial Officer (principal

 

January 20, 2005

Thomas E. Dunn

 

accounting officer)

 

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

January 20, 2005

Dr. Walter J. Culver

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

January 20, 2005

Charles A. Bowsher

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

January 20, 2005

General R. Thomas Marsh

 

 

 

 

(USAF-Ret.)

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

January 20, 2005

James E. Crawford, III

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

January 20, 2005

Walter C. Florence

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

January 20, 2005

Edward H. Sproat

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

January 20, 2005

John P. Stenbit

 

 

 

 

 

 

 

By:

/s/ Ray J. Oleson

 

 

 

 

 

Ray J. Oleson

 

 

 

 

 

Attorney-in-fact

 

 

3


 

EXHIBIT INDEX

 

Exhibit
Number

 

Description of Exhibit

 

 

 

4.1

 

Second Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-87964) filed on October 25, 2002 and incorporated herein by reference)

 

 

 

4.2

 

Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-87964) filed on November 8, 2002 and incorporated herein by reference)

 

 

 

5.1

 

Opinion of Shaw Pittman LLP, counsel to the Registrant, regarding the validity of the securities being registered hereunder

 

 

 

23.1

 

Consent of Ernst & Young LLP

 

 

 

23.2

 

Consent of Grant Thornton LLP

 

 

 

23.3

 

Consent of Shaw Pittman LLP (included in Exhibit 5.1)

 

 

 

24.1

 

Powers of Attorney

 

4