As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VSE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 54-0649263
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2550 Huntington Avenue
Alexandria, Virginia 22303
(703) 960-4600
(Address of Principal Executive Offices, Including Zip Code)
C. S. Weber
VSE Corporation
2550 Huntington Avenue
Alexandria, Virginia 22303
(Name and Address of Agent for Service)
(703) 329-4770
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Jeffrey E. Jordan, Esq.
Arent Fox Kintner Plotkin & Kahn
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
(202) 857-6473
_______________
Approximate date of commencement of proposed sale to the public: As soon as
practicable on or after the effective date of this Registration Statement.
_______________
If the only securities being registered on this Form are being offered
pursuant to dividend or interestreinvestment 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, please check the following box. [X]
_______________
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
Maximum Maximum
Offering Aggregate
Amount Price Per Offering Amount of
Title of Securities to be Share (1) or Price (1) Registration
to be Registered Registered Interest (2) (2) Fee
- ------------------------------------------------------------------------------
Common Stock,
$.05 par value 200,000 shares $17.25 $3,450,000 $1,189.65
______________________________________________________________________________
(1)Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c).
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 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
Subject to Completion, dated October 31, 1996
PROSPECTUS
VSE CORPORATION
200,000 Shares of Common Stock
The Common Stock of VSE Corporation (the "company" or "VSE"), par value
$0.05 per share (the "Common Stock"), offered hereby is held by the Selling
Securityholder (as defined herein) who may from time to time offer for sale
such shares of Common Stock. See "Selling Securityholder." The Corporation
will not receive any proceeds from the sale by the Selling Securityholder of
the Common Stock.
The Common Stock is listed on the Nasdaq National Market System under the
symbol "VSEC" (newspaper listing: VSE ). On October 29, 1996, the last
reported sale price of the Common Stock reported on the Nasdaq National Market
was $15.75 per share. See "Price Range of Common Stock."
_______________________________
See "Risk Factors" for certain information that should be considered by
prospective investors.
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________________
Any or all of the Common Stock may be sold from time to time to purchasers
directly by the Selling Securityholder. Alternatively, the Selling Security-
holder may from time to time offer any or all of the Common Stock through
underwriters, dealers, brokers or other agents. The company will pay the
expenses of this offering estimated at $21,690. The Common Stock offered
hereby may be sold from time to time in one or more transactions at a fixed
offering price, which may be changed, or at varying prices determined at the
time of sale or at negotiated prices. Such prices will be determined by the
Selling Securityholder or by agreement between the Selling Securityholder and
its underwriters, dealers, brokers or other agents.
Any underwriters, dealers, brokers or other agents participating in the
distribution of Common Stock offered hereby may receive compensation in the
form of underwriting discounts, concessions, commissions or fees from the
Selling Securityholder and/or purchasers of Common Stock for whom they may act.
In addition, the Selling Securityholder and any such underwriters, dealers,
brokers or other agents that participate in the distribution of Common Stock
may be deemed to be underwriters under the Securities Act, and any profits on
the sale of Common Stock by them and any discounts, commissions or concessions
received by any of such persons may be deemed to be underwriting discounts and
commissions under the Securities Act. Those who act as underwriter, broker,
dealer or other agent in connection with the sale of the Common Stock will be
selected by the Selling Securityholder and may have other business relation-
ships with the company and its subsidiaries or affiliates in the ordinary
course of business. The company cannot presently estimate the amount of any
such discounts, commissions or concessions. The company knows of no existing
arrangements between the Selling Securityholder and any underwriter, dealer,
broker or other agent. See "Plan of Distribution."
The date of this Prospectus is October 31, 1996
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under the circumstances, create any implication that there has been no
change in the affairs of the company since the date hereof or thereof or that
the information contained herein or therein is correct as of any time
subsequent to the date of such information.
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . 3
Documents Incorporated by Reference . . . .4
The Company . . . . . . . . . . . . . . . .5
Risk Factors . . . . . . . . . . . . . . . .6
Price Range of Common Stock . . . . . . . .7
Use of Proceeds . . . . . . . . . . . . . .7
Selling Securityholder . . . . . . . . . .8
Plan of Distribution . . . . . . . . . . . .8
Description of Capital Stock . . . . . . . .9
Legal Matters . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . 10
AVAILABLE INFORMATION
The company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information filed by the company with the Commission, including the
Registration Statement on Form S-3 of which this Prospectus is a part, may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: New York Regional Office, Seven
World Trade Center, New York, New York 10048 and Chicago Regional Office, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can also
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock
is traded in the over-the-counter market and is quoted in the Nasdaq National
Market. Copies of the company's reports, proxy statements and other informa-
tion filed with the Commission can also be inspected at the offices of the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
The company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all information incorporated by reference
therein and amendments and exhibits thereto, referred to as the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth or incorporated by reference in the
Registration Statement, certain parts of which are omitted as permitted by the
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rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. For further information regarding the company and the securities
offered hereby, reference is made to the Registration Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the company with the
Commission (File No. 0-3676) pursuant to the Exchange Act are incorporated
herein by this reference and are made part of this Prospectus:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
2. The Registrant's quarterly report on Form 10-Q for the period
ended March 31, 1996.
3. The Registrant's quarterly report on Form 10-Q for the period
ended June 30, 1996.
4. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year ended December 31, 1995.
5. 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 ("Shares"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by the company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
termination of the offering of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date any such document is filed. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which 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 Prospectus.
The company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request, a copy of any
and all of the documents incorporated by reference herein, other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents. Any such request may be directed to VSE
Corporation., Attention: C.S. Weber, at the company's principal executive
offices, which are located at 2550 Huntington Avenue Alexandria, Virginia,
telephone number (703) 960-4600.
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THE COMPANY
VSE Corporation and its subsidiaries and divisions ("VSE" or the
"company") operate in the professional and technical services industry. The
company's engineering, technical, and management services operations are
performed by VSE and its subsidiaries and divisions including the BAV Division,
CMstat Corporation, Energetics Incorporated, Human Resource Systems, Inc.,
Value Systems Services, and VSE Services Corporation. Engineering, technical,
and management services accounted for 100% of VSE's revenues from continuing
operations in 1995, 1994, and 1993.
VSE provides diversified engineering, development, technical, and
management services and products to maintain and modernize equipment and
systems, primarily for agencies of the U.S. Government (the "government") and
other government prime contractors.
VSE services include program planning; design and engineering,
including prototype development; electronic warfare support; logistics manage-
ment; ship reactivation, maintenance, repair, overhaul planning, and follow on
technical support; office automation systems and support; training; technology
research, development, and demonstration programs involving energy conservation
and efficiency, advanced technology transfers, and feasibility, assessment, and
development programs; and information systems and products, including cross-
platform technical data, product data, and configuration management (CM/PDM)
support. Typical projects include sustaining engineering support for military
vehicles, combat trailers, bridging systems, and amphibious transport; ocean
engineering and mooring systems; depot repair operations; electronic warfare
software development; machinery condition analysis; specification preparation
for ship alterations and repairs; training and video aids for air-launched
missiles; and technical data package preparation.
VSE also owns and operates an engineering test center in Ladysmith,
Virginia, consisting of approximately 44 acres of land and an improved storage
and vehicle maintenance facility. This facility has been used by VSE to test
military and commercial equipment for which VSE provides system technical
support and other engineering services.
VSE services are provided by a staff of approximately 1,200 employees
(including about 285 part-time employees). These employees are professional
and technical personnel having high levels of education, training, and skills,
including (a) mechanical, electrical, electronic, chemical, industrial, energy
and environmental services, marine, and ocean engineers, (b) computer systems,
applications, and data management specialists, (c) technical editors and
writers, and (d) graphic designers and technicians. The expertise required by
VSE's customers also frequently includes knowledge of government administrative
procedures. Many VSE employees have had experience as government employees in
the past. The company considers its relationships with employees to be
excellent.
VSE was originally incorporated under the laws of the State of
Delaware in 1959 under the name Value Engineering company. VSE's principal
executive offices are located at 2550 Huntington Avenue, Alexandria, Virginia
22303-1499, and its telephone number at that address is (703) 960-4600. The
Common Stock is listed on the Nasdaq National Market System under the symbol
"VSEC" (newspaper listing: "VSE").
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RISK FACTORS
Prospective investors should carefully consider, among other factors,
the following:
Government Contracts. The company relies heavily on contracts for the
rendering of professional and technical services to the government. In 1995,
over 90% of the company's revenues were derived from government contracts.
The company actively competes with a number of companies that provide
professional and technical services to the government. The company also
expects to encounter competition in the future from established companies and
new companies that may develop services competitive with the company's
services. In addition, budget constraints and political pressure may cause
reductions in the budgets of government agencies with whom the company
currently has contracts. Any of these factors may result in the company being
unable to renew existing or to secure new government contracts. Any of these
events would adversely affect the company's profitability.
Dependence on Key Personnel. Competition for qualified personnel in
the professional and technical services industry is intense. The future
success of the company will depend on its ability to attract and retain key
employees. The failure to attract or the loss of these individuals could have
an adverse effect on the company.
Possible Volatility of Stock Price. The market price for the Common
Stock has been highly volatile over the past several years, and the market
price may be subject to significant volatility in the future. Factors such as
the announcement of new government contracts by the company or its competitors,
fluctuations in quarterly performance, as well as market conditions in the
professional and technical services industries providing services to the
government, may have a significant impact on the market price of the Common
Stock.
Effect of Delaware Law and Certain Charter Provisions. Certain
provisions of Delaware law could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from attempting
to acquire, control of the company. Such provisions could limit the price that
certain investors might be willing to pay in the future for shares of Common
Stock. Certain of these provisions could make it more difficult for stock-
holders to effect certain corporate actions or could also have the effect of
delaying or preventing a change in control of the company. See "Description of
Capital Stock."
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PRICE RANGE OF COMMON STOCK
The Common Stock is traded in the over-the-counter market on the
Nasdaq National Market under the symbol "VSEC" (newspaper listing: "VSE"). The
following table sets forth, for the company's fiscal years indicated, the high
and low last sale prices of the Common Stock as reported by the Nasdaq National
Market, adjusted to reflect the two-for-one stock split effective on May 21,
1996.
Quarter High Low Dividends
1994:
March 31 . . . . . . . . . . 6-3/4 6 0.0375
June 30. . . . . . . . . . . 6-1/8 6 0.0375
September 30 . . . . . . . . 6-5/8 5-3/4 0.0375
December 31. . . . . . . . . 7-3/8 7-1/8 0.04
For the year 7-3/8 5-3/4 0.1525
1995:
March 31 . . . . . . . . . . 7-7/8 7 0.04
June 30. . . . . . . . . . . 8-1/8 7-1/8 0.04
September 30 . . . . . . . . 14-1/2 7-3/8 0.04
December 31. . . . . . . . . 13-1/2 9-3/4 0.0425
For the year 14-1/2 7 0.1625
1996
First Quarter. . . . . . . . 17-1/2 12-1/2 0.0425
Second Quarter . . . . . . . 21 14-1/2 0.0425
Third Quarter . . . . . . . 21-1/2 14-3/4 0.0425
Fourth Quarter
(through October 29, 1996). 21 15-3/4
On October 1, 1996, there were approximately 320 holders of record of the
Common Stock. See the cover page of this Prospectus for the last sales price
of the Common Stock reported on the Nasdaq National Market as of a recent date.
USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the account of the trust
(the "Trust" or the "Selling Securityholder") established pursuant to the VSE
Corporation Employee ESOP/401(k) Plan (the "Plan"). Accordingly, the company
will not receive any of the proceeds from the sale by the Selling Security-
holder of the Common Stock.
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SELLING SECURITYHOLDER
The Common Stock offered by this Prospectus was initially purchased by the
Selling Securityholder in open market purchases for the account of the company
employees who participate in the Plan (the "Plan Participants"). The Selling
Securityholder, pursuant to the terms of the Plan, is required to sell portions
of the Common Stock from time to time in order to obtain cash to satisfy (i)
required distributions from the Trust resulting from the retirement, death,
disability or other termination of employment of a Plan Participant or (ii)
certain withdrawal requests from Plan Participants who remain company
employees. As a result of employee requests for distributions and withdrawals,
the Selling Securityholder is currently the beneficial owner of approximately
160,000 shares of Common Stock which the Selling Securityholder may seek to
sell pursuant to this Prospectus. In addition, the company and the Selling
Securityholder have estimated that in the reasonably foreseeable future the
Selling Securityholder may, as the result of Plan Participants' requests for
distributions or withdrawals, become the beneficial owner of up to 40,000
additional shares of Common Stock which the Selling Securityholder also may
seek to sell pursuant to this Prospectus.
Because the timing of distributions and withdrawals from the Trust are
uncertain or unknown and because Plan Participants may elect to receive Plan
benefits in cash and/or Common Stock, no estimate can be given as of the date
hereof as to the amount of Common Stock actually to be offered for sale by
the Selling Securityholder. In addition, for the foregoing reasons, no
estimate can be given as to the amount of Common Stock that will be
beneficially held by the Selling Securityholder upon the termination of the
offering made by this Prospectus. See "Plan of Distribution."
PLAN OF DISTRIBUTION
Any or all of the Common Stock may be sold from time to time to purchasers
directly by the Selling Securityholder. Alternatively, the Selling Security-
holder may from time to time offer any or all of the Common Stock through
underwriters, dealers, brokers or other agents. The company will receive no
proceeds from the sale of the Common Stock offered hereby.
The Common Stock offered hereby may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the Selling Securityholder or by agreement between
the Selling Securityholder and its underwriters, dealers, brokers or other
agents.
Any underwriters, dealers, brokers or other agents participating in the
distribution of Common Stock offered hereby may receive compensation in the
form of underwriting discounts, concessions, commissions or fees from the
Selling Securityholder and/or purchasers of Common Stock for whom they may act.
In addition, the Selling Securityholder and any such underwriters, dealers,
brokers or other agents that participate in the distribution of Common Stock
may be deemed to be underwriters under the Securities Act, and any profits on
the sale of Common Stock by them and any discounts, commissions or concessions
received by any of such persons may be deemed to be underwriting discounts and
commissions under the Securities Act. Those who act as underwriter, broker,
dealer or other agent in connection with the sale of the Common Stock will be
selected by the Selling Securityholder and may have other business relation-
ships with the company and its subsidiaries or affiliates in the ordinary
course of business. The company cannot presently estimate the amount of any
such discounts, commissions or concessions. The company knows of no existing
arrangements between the Selling Securityholder and any underwriter, dealer,
broker or other agent.
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At any time a particular offer of Common Stock is made by the Selling
Securityholder, if required, a Prospectus Supplement will be distributed
which will set forth the identity of, and certain information relating to,
such Selling Shareholder, the aggregate amounts of Common Stock being offered
and the terms of the offering, including the name or names of any underwriters,
dealers, brokers or other agents, any discounts, commissions and other items
constituting compensation from such Selling Securityholder and any discounts,
commissions or concessions allowed or reallowed or paid to dealers. Such
Prospectus Supplement and, if necessary, a post-effective amendment to the
Registration Statement of which this Prospectus is a part will be filed with
the Commission to reflect the disclosure of additional information with respect
to the distribution of the Common Stock.
To comply with certain states' securities laws, if applicable, the Common
Stock offered hereby may be sold in such states only through brokers or
dealers. In addition, in certain states the Common Stock may not be sold
unless it has been registered or qualified for sale in such state or an
exemption from registration or qualification is available and complied with.
DESCRIPTION OF CAPITAL STOCK
The company's authorized capital stock consists of 5,000,000 shares of
Common Stock, $0.05 par value. As of October 1, 1996, there were 1,738,334
shares of Common Stock outstanding and held of record by approximately 320
stockholders, including the shares of Common Stock offered in this Prospectus.
The shares outstanding exclude 218,966 shares reserved for issuance under the
company's stock option plan. All of the outstanding shares of Common Stock
are, and the shares offered hereby will be, when delivered and paid for, fully
paid, validly issued and nonassessable.
Common Stock
Holders of shares of Common Stock are entitled to one vote per share on
all matters to bc voted on by stockholders and are entitled to receive such
dividends, if any, as may bc declared from time to time by the Board of
Directors ("Board") from funds legally available therefor. Upon liquidation or
dissolution of the company, the holders of Common Stock are entitled to receive
all assets available for distribution to the stockholders. Holders of Common
Stock have no preemptive or other subscription rights. There are no conversion
rights or redemption or sinking fund provisions with respect to Common Stock.
The Transfer Agent and Registrar for the Common Stock is the Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016.
Delaware General Corporation Law Section 203
The company is subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware. In general, Section 203 prohibits
certain publicly held Delaware corporations from engaging in a "business
combination" with an "interested stockholder" for a period of three years
after the date of the transaction in which the person or entity became an
interested stockholder, unless, among other exceptions, (i) the business
combination is approved by the Board prior to the date the interested stock-
holder attained such status, or by the holders of two-thirds of the outstanding
voting stock not owned by the interested stockholder or (ii) the interested
stockholder acquired 85% or more of the outstanding voting stock of the company
in the transaction. For purposes of Section 203, a "business combination" is
defined broadly to include mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. Subject to
certain exceptions, an "interested stockholder" is a person or entity who,
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together with affiliates and associates, owns or within the three immediately
preceding years of a business combination did own, 15.0% or more of the
corporation's outstanding voting stock.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
company by Arent Fox Kintner Plotkin & Kahn, Washington, D.C.
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus and eslewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the approximate amount of the fees and
expenses payable by the Registrant.
Securities and Exchange Commission registration fee . . . . . . . $ 1,189.65
*Blue sky fees and expenses (including legal fees) . . . . . . . -0-
*Accounting fees and expenses . . . . . . . . . . . . . . . . . . 15,000.00
*Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . 5,000.00
*Printing and engraving expenses . . . . . . . . . . . . . . . . . -0-
*Transfer agent and registrar fees . . . . . . . . . . . . . . . . -0-
*Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . 500.00
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $21,689.65
=========
___________________
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended (the
"DGCL"), provides that a corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) 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 the request of
the corporation as a director, officer, employee or agent of another corpora-
tion, partnership, joint venture, trust or other enterprise, 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 that his conduct was unlawful.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stock-
holders, (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 DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.
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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 DGCL, 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 16. Exhibits.
Number Description
4. Instruments defining the rights of securityholders
4a. The VSE Corporation ESOP/401(k) Plan adopted 1984, as
amended.
5. Opinion of Arent Fox Kintner Plotkin & Kahn as to the legality of
the Common Stock being registered.
23. Consents of experts and counsel
23a. Consent of Arent Fox Kintner Plotkin & Kahn (included in
Exhibit 5)
23b. Consent of Arthur Andersen LLP
24. Power of Attorney of the Board of Directors (included on the
Signature Page hereof)
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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 the registration statement; and
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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 the that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to the directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to in Item 15 or other-
wise, the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 the thirty-first
day of October, 1996.
VSE CORPORATION
By: /s/ C. S. Weber
C. S. Weber
Senior Vice President,
Secretary and Treasurer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Donald M. Ervine and Craig S. Weber, and each
of them his true and lawful attorney-in-fact and agent with power of
substitution and resubstitution, for him, and 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 on Form S-3, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Commission, granting unto said attorney-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 to comply with the provisions of the
Securities Act and all requirements of the Commission, hereby ratifying and
confirming all that said attorney-in-fact or any of them, or their or his or
her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:
Signatures Title Date
/s/ D. M. Ervine Chairman of the Board, October 31, 1996
D. M. Ervine Chief Executive Officer
and Director
/s/ R. B. McFarland President, Chief October 31, 1996
R. B. McFarland Operating Officer
and Director
/s/ C. S. Weber Senior Vice President, October 31, 1996
C. S. Weber Chief Financial Officer
Secretary and Treasurer
/s/ Sarah Clements Director October 31, 1996
Sarah Clements
/s/ R. J. Kelly Director October 31, 1996
R. J. Kelly
/s/ C. S. Koonce Director October 31, 1996
C. S. Koonce
/s/ J. M. Marchello Director October 31, 1996
J. M. Marchello
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Director
D. M. Osnos
Director
J. D. Ross
/s/ B. K. Wachtel Director October 31, 1996
B. K. Wachtel
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