AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 2004
REGISTRATION NO. 333 - 61200
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ESSEX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMONWEALTH OF VIRGINIA 54-0846569
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
9150 GUILFORD ROAD
COLUMBIA, MARYLAND 21046
(301) 939-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
LEONARD E. MOODISPAW
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ESSEX CORPORATION
9150 GUILFORD ROAD
COLUMBIA, MARYLAND 21046
COPIES TO:
JOHN R. HEMPILL
MORRISON & FOERSTER LLP
1290 AVENUE OF THE AMERICAN
NEW YORK, NEW YORK 10104
(212) 468-8082
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
INTRODUCTORY NOTE
THIS POST-EFFECTIVE AMENDMENT NO. 7 TO FORM S-3 REMOVES FROM THIS
REGISTRATION STATEMENT AND DEREGISTERS 330,000 SHARES OF COMMON STOCK OF ESSEX
CORPORATION (THE "COMPANY") HELD BY GLOBAL ENVIRONMENT STRATEGIC TECHNOLOGY
PARTNERS, LP THAT HAVE BEEN INCLUDED FOR REGISTRATION IN AMENDMENT NO. 1 TO THE
FORM S-3 REGISTRATION STATEMENT (FILE NO. 333-120137) FILED BY THE COMPANY ON
NOVEMBER 9, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Post Effective Amendment No. 7 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Howard, State of Maryland, on November 12, 2004.
SIGNATURE TITLE
------------ -------
*
----------------------------
H. JEFFREY LEONARD Chairman of the Board
s/ LEONARD E. MOODISPAW
---------------------------- President, Chief Executive Officer, and
LEONARD E. MOODISPAW Director (principal executive officer)
/s/ LISA G. JACOBSON
---------------------------- Executive Vice President, Chief Financial
LISA G. JACOBSON Officer (principal financial officer and
principal accounting officer)
----------------------------
JOHN G. HANNON Director
*
----------------------------
ROBERT W. HICKS Director
*
----------------------------
RAY M. KEELER Director
----------------------------
ANTHONY M. JOHNSON Director
*
----------------------------
MARIE S. MINTON Director
----------------------------
ARTHUR L. MONEY Director
*
----------------------------
TERRY M. TURPIN Director
*By: /S/ LEONARD E. MOODISPAW
------------------------
LEONARD E. MOODISPAW
ATTORNEY-IN-FACT
o Pursuant to a power of attorney dated May 17, 2001 filed with the
Registration Statement (No. 333-61200)