FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Essex Corporation
(Exact name of registrant as specified in its charter)
Virginia 54-0846569
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
9150 Guilford Road, Columbia, Maryland 21046
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, no par value American Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: __________(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration of the Common
Stock of Essex Corporation, a Virginia corporation (the "Company").
The Company's authorized capital stock consists of 25,000,000 shares of
Common Stock, [8,920,547] of which were outstanding as of June 3, 2003, and
1,000,000 shares of Preferred Stock, none of which were outstanding as of June
3, 2003.
Holders of Common Stock are entitled to (i) receive ratable dividends
from funds legally available for distribution when, as and if declared by the
Board of Directors; (ii) share ratably in all of the Company's assets available
for distribution upon liquidation or winding up of the Company; and (iii) one
vote for each share held of record on each matter submitted to a vote of
stockholders. Each holder of Common Stock is entitled to receive notice of and
to attend all meetings of shareholders of the Company. The Common Stock does not
have cumulative voting, pre-emptive, purchase or conversion rights. There are no
sinking fund provisions in relation to the Common Stock and shares of Common
Stock are not liable to further calls or to assessment by the Company.
Provisions as to the modifications, amendments or variations of such rights or
such provisions are contained in the Virginia Stock Corporation Act.
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ITEM 2. EXHIBITS.
3.1- Articles of Incorporation (1)
3.1.1 - Articles of Amendment (2)
3.2-By-Laws, as amended (3)
4.1-Specimen of Common Stock Certificate (4)
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1. Filed as Exhibit 3(i) to Registrant's Registration Statement on Form SB-2
filed October 17, 1994, Registration No. 33-82920.
2. Filed as Exhibit 99 to Registrant's Form 8-K dated September 20, 2000.
3. Filed as Exhibit 3(ii) to Registrant's Registration Statement on Form SB-2
filed October 17, 1994, Registration No. 33-82920.
4. Filed as Exhibit to Registrant's Registration Statement on Form SB-2 filed
October 17, 1994, Registration No. 33-82920.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ESSEX CORPORATION
By: /S/ LEONARD E. MOODISPAW
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Leonard E. Moodispaw
President and Chief Executive Officers
Date: June 3, 2003
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