As filed with the Securities and Exchange
Commission on December 21, 2016
Registration No. 333-215115
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________
THE KEYW HOLDING CORPORATION
and certain subsidiaries identified in
the “Table of Additional Registrants” below
(Exact name of registrant as specified
in its charter)
Maryland
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27-1594952
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification Number)
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7740 Milestone Parkway, Suite 400
Hanover, MD 21076
443-733-1600
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
William J. Weber
President and Chief Executive Officer
The KeyW Holding Corporation
7740 Milestone Parkway, Suite 400
Hanover, MD 21076
443-733-1600
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies To:
Jonathan F. Wolcott, Esq.
Holland & Knight LLP
1650 Tysons Boulevard, Suite 1700
Tysons, VA 22102
703-720-8600
|
Philip Luci, Jr., Esq.
General Counsel
The KeyW Holding Corporation
7740 Milestone Parkway, Suite 400
Hanover, MD 21076
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Approximate date of commencement of proposed
sale to the public:
From time to time 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.
þ
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 registration statement for the same offering.
¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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TABLE OF ADDITIONAL REGISTRANTS
The following direct or indirect 100% owned
subsidiaries of the registrant may guarantee the debt securities issued hereunder and are co-registrants under this registration
statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is c/o The
KeyW Holding Corporation, 7740 Milestone Parkway, Suite 400, Hanover, MD 21076, telephone number: 443-733-1600.
Name of Co-Registrant
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Jurisdiction of Organization
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I.R.S. Employer
Identification No.
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The KeyW Corporation
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Maryland
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26-2620786
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Aeroptic, LLC
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Massachusetts
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20-8789874
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GeoVantage, Inc.
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Delaware
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04-3445394
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Hexis Cyber Solutions, Inc.
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Maryland
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06-1643722
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SenSage, Inc.
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California
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94-3384824
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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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-3
(File No. 333-215115) of The KeyW Holding Corporation and the above listed Co-Registrants is being filed solely for the purpose
of filing certain exhibits as indicated in Part II of this Amendment No. 1. This Amendment No. 1 does not modify any provision
of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance
and Distribution.
The estimated expenses (other than underwriting discounts and
commissions) to be incurred in connection with the distribution of the securities being registered hereby are as follows:
SEC Registration Fee
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$
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20,282.50
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Legal Fees and Expenses
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(1)
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Accounting Fees and Expenses
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(1)
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Indenture Trustees’ Fees and Expenses
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(1)
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Printing, Engraving and Mailing Expenses
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(1)
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Rating Agency Fees
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(1)
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Miscellaneous
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(1)
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Total
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$
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(1)
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(1) Because an indeterminate amount of securities are covered
by this Registration Statement and the number of offerings is indeterminable, these fees cannot be estimated at this time.
Item 15. Indemnification of
Directors and Officers.
Maryland General Corporation Law
. The Maryland General
Corporation Law (the “MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability
of its directors and officers to the corporation and its stockholders for money damages. The MGCL also requires a corporation to
indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which
he or she is made or threatened to be made a party by reason of his or her service in that capacity. In addition, the MGCL permits
a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by them in connection with any proceeding made or threatened to be made by reason of
their service to the corporation.
Charter and Bylaw
s. Our Charter and Bylaws obligate us,
to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses
to present and former officers and directors in advance of final disposition of a proceeding made or threatened to be made by reason
of such officer’s or director’s service to KeyW.
Insurance
. We maintain directors and officers liability
insurance, which covers the directors and officers of The KeyW Holding Corporation and each of its direct and indirect subsidiaries
against certain claims or liabilities arising out of the performance of their duties.
Item 16. Exhibits
A list of the exhibits required by Item 601 of Regulation S-K
to be filed as part of this registration statement is set forth in the Exhibit Index below and incorporated herein by reference.
Item 17. Undertakings
(a) Each of the undersigned registrants 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. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 % change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
(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;
Provided
,
however
, that:
(B) Paragraphs (a)(l)(i), (ii) and (iii) do not apply
if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or as to a registration
statement on Form S-3, is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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.
(4) That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:
(i)(A) Each prospectus filed by the registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date; or
(ii) Each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf
of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) 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 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 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 that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to supplement
the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions
by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters,
and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing
from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such
offering.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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.
(j) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture
Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Hanover, Maryland, on this 21st day of December, 2016.
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THE KEYW HOLDING CORPORATION
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/s/ Michael J. Alber
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Michael J. Alber
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Executive Vice President and Chief Financial Officer
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POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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*
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December 21, 2016
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William J. Weber
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President, Chief Executive Officer and Director (Principal Executive Officer)
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/s/ Michael J. Alber
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December 21, 2016
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Michael J. Alber
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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*
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December 21, 2016
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Deborah A. Bonanni
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Director
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*
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December 21, 2016
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William I. Campbell
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Director
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*
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December 21, 2016
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Shephard Hill
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Director
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*
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December 21, 2016
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Chris Inglis
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Director
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*
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December 21, 2016
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Kenneth A. Minihan
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Director
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*
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December 21, 2016
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Arthur L. Money
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Director
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*
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December 21, 2016
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Caroline S. Pisano
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Director
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*
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December 21, 2016
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Mark W. Sopp
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Director
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*By: /s/ Michael J. Alber
Michael J. Alber
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Hanover, Maryland, on this 21st day of December, 2016.
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THE KEYW CORPORATION
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/s/ Michael J. Alber
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Michael J. Alber
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Treasurer
and Chief Financial Officer
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POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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*
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December 21, 2016
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William J. Weber
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President, Chief Executive Officer and Director (Principal Executive Officer)
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/s/
Michael J. Alber
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December 21, 2016
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Michael J. Alber
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Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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*
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December 21, 2016
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Kimberly J. DeChello
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Secretary, Chief Administrative Officer and Director
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*By: /s/ Michael J. Alber
Michael J. Alber
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Hanover, Maryland, on this 21st day of December, 2016.
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AEROPTIC, LLC
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/s/ Michael J. Alber
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Michael J. Alber
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Manage
r
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POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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*
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December 21, 2016
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William J. Weber
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President, Chief Executive Officer, Manager (Principal Executive Officer)
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/s/ Michael J. Alber
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December 21, 2016
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Michael J. Alber
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Manager (Principal Financial and Accounting Officer)
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*
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December 21, 2016
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Mark A. Willard
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Manager
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*By: /s/ Michael J. Alber
Michael J. Alber
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Hanover, Maryland, on this 21
st
day of December, 2016.
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GEOVANTAGE, INC.
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/s/ Michael J. Alber
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Michael J. Alber
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Treasurer and Chief Financial Officer
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POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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*
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December 21, 2016
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William J. Weber
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President, Chief Executive Officer and Director (Principal Executive Officer)
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/s/ Michael J. Alber
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December 21, 2016
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Michael J. Alber
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Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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*
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December 21, 2016
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Kimberly J. DeChello
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Secretary, Chief Administrative Officer and Director
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*By: /s/ Michael J. Alber
Michael J. Alber
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Hanover, Maryland, on this 21st day of December, 2016.
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HEXIS CYBER SOLUTIONS, INC.
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/s/ Michael J. Alber
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Michael J. Alber
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Treasurer
and Chief Financial Officer
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POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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*
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December 21, 2016
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William J. Weber
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President, Chief Executive Officer and Director (Principal Executive Officer)
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|
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/s/ Michael J. Alber
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December 21, 2016
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Michael J. Alber
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Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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*
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December 21, 2016
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Kimberly J. DeChello
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Secretary, Chief Administrative Officer and Director
|
|
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*By: /s/ Michael J. Alber
Michael J. Alber
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Hanover, Maryland, on this 21st day of December, 2016.
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SENSAGE, INC.
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/s/ Michael J. Alber
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Michael J. Alber
|
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Treasurer and Chief Financial Officer
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POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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*
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December 21, 2016
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William J. Weber
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|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
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|
|
|
|
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/s/ Michael J. Alber
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|
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December 21, 2016
|
Michael J. Alber
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|
Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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*
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December 21, 2016
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Kimberly J. DeChello
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Secretary, Chief Administrative Officer and Director
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*By: /s/ Michael J. Alber
Michael J. Alber
Attorney-in-fact
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EXHIBIT INDEX
Exhibit No.
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Exhibit Description
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1.1
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Form of Agency Agreement
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*
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1.2
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|
Form of Underwriting Agreement(s)
|
*
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3.1
|
|
Articles of Amendment and Restatement
|
(1)
|
3.2
|
|
Certificate of Correction of Articles of Amendment and Restatement
|
(2)
|
3.3
|
|
Amended and Restated Bylaws of the Company
|
(1)
|
3.4
|
|
Articles of Amendment and Restatement of The KeyW Corporation
|
XX
|
3.5
|
|
Bylaws of The KeyW Corporation
|
XX
|
3.6
|
|
Certificate of Organization of Aeroptic, LLC
|
XX
|
3.7
|
|
First Amended and Restated Operating Agreement of Aeroptic, LLC
|
XX
|
3.8
|
|
Amended and Restated Certificate of Incorporation of Geovantage, Inc.
|
XX
|
3.9
|
|
Amended and Restated Bylaws of Geovantage, Inc.
|
XX
|
3.10
|
|
Amended and Restated Articles of Incorporation of Hexis Cyber Solutions, Inc.
|
XX
|
3.11
|
|
Amended and Restated Bylaws of Hexis Cyber Solutions, Inc.
|
XX
|
3.12
|
|
Articles of Incorporation of SenSage, Inc.
|
XX
|
3.13
|
|
Amended and Restated Bylaws of Sensage, Inc.
|
XX
|
4.1
|
|
Specimen of Common Stock Certificate
|
(3)
|
4.2
|
|
Indenture, dated July 21, 2014, between the Company and Wilmington Trust, National Association, as trustee.
|
(4)
|
4.3
|
|
First Supplemental Indenture, dated July 21, 2014, between the Company and Wilmington Trust, National Association, as trustee.
|
(5)
|
4.4
|
|
Form of 2.50% Convertible Senior Note due 2019 (incorporated by reference to Exhibit 4.3 hereto)
|
(5)
|
4.5
|
|
Form of Subordinated Debt Securities Indenture
|
(6)
|
4.6
|
|
Form of Debt Security
|
*
|
4.7
|
|
Form of Preferred Stock Certificate
|
*
|
4.8
|
|
Form of Warrant Agreement
|
*
|
4.9
|
|
Form of Unit Agreement
|
*
|
5.1
|
|
Opinion of Holland & Knight LLP
|
X
|
12.1
|
|
Statement regarding computation of ratio of earnings to fixed charges
|
X
|
23.1
|
|
Consent of Grant Thornton LLP
|
X
|
23.2
|
|
Consent of Holland & Knight LLP
|
**
|
24.1
|
|
Power of Attorney
|
***
|
25.1
|
|
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended
|
*
|
|
*
|
To be filed, if necessary, by an amendment to this Registration
Statement or incorporated by reference to a Current Report on Form 8-K in connection with the offering of securities registered
hereunder.
|
|
**
|
Included in Exhibit 5.1.
|
|
***
|
Included on signature pages filed herewith.
|
|
(1)
|
Incorporated by reference to Exhibits 3.1 and 3.2 to Registrant’s Annual Report on Form 10-K, filed March 29, 2011, File
No. 001-34891.
|
|
(2)
|
Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed July 15, 2014, File No. 001-34891.
|
|
(3)
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended, filed September
30, 2010, File No. 333-16768.
|
|
(4)
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s
Current Report on Form 8-K filed July 21, 2014, File No. 001-34891.
|
|
(5)
|
Incorporated by reference to Exhibit 4.2 to the Registrant’s
Current Report on Form 8-K filed July 21, 2014, File No. 001-34891.
|
|
(6)
|
Incorporated by reference to Exhibit 4.5 to Registrant’s Registration Statement on Form S-3, as amended, filed April
23, 2014, File No. 333-195458.
|
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