As filed with the Securities and Exchange Commission on January 26, 2007
Registration No. 333-138438
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ESSEX CORPORATION
(Exact name of registrant as specified in its charter)
| Commonwealth of Virginia | 54-084659 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
6708 Alexander Bell Drive
Columbia, Maryland 21046
(301) 939-7000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
New Employee Stock Inducement Plan
James L. Sanford
President
Essex Corporation
6708 Alexander Bell Drive
Columbia, Maryland 21046
(301) 939-7000
(name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
A. Lynne Puckett, Esquire
Hogan & Hartson L.L.P.
111 S. Calvert Street, Suite 1600
Baltimore, Maryland 21202
(410) 659-2700
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-138438) filed with the Securities and Exchange Commission on November 3, 2006 (the “Registration Statement”), by Essex Corporation, a Virginia Corporation (“Essex”), relating to 1,000,000 shares of common stock reserved for issuance under the New Employee Stock Inducement Plan (the “Plan”).
On January 25, 2007, pursuant to the Agreement and Plan of Merger, dated as of November 8, 2006, by and between Northrop Grumman Space and Mission Systems Corp. (“Northrop Grumman”), Eagle Transaction Corporation (“Merger Sub”) and Essex, Merger Sub was merged with and into Essex, and Essex was the surviving corporation. Essex is now a direct wholly-owned subsidiary of Northrop Grumman. In connection with the Merger, the options exercisable for Essex Common Stock outstanding under the Plan were terminated.
All securities previously registered under the Registration Statement that remain unsold are hereby deregistered.
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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbia, State of Maryland, on January 26, 2007.
| ESSEX CORPORATION | ||
| By: | /s/ James L. Sanford | |
| James L. Sanford President | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James L. Sanford and Kathleen M. Salmas, and each of them, his true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the issuance of shares of common stock of Essex Corporation pursuant to the Essex Corporation New Employee Stock Inducement Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Date: January 26, 2007 | /s/ James L. Sanford | |
| James L. Sanford President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and | ||
| Date: January 26, 2007 | /s/ Gary W. McKenzie | |
| Gary W. McKenzie Director | ||
| Date: January 26, 2007 | /s/ Kathleen M. Salmas | |
| Kathleen M. Salmas Director | ||