Maryland
(State
or other jurisdiction of
incorporation
or organization)
|
27-1594952
(I.R.S.
Employer
Identification
No.)
|
|
1334
Ashton Road, Suite A
Hanover,
MD
(Address
of Principal Executive Offices)
|
21076
(Zip
Code)
|
Large
accelerated filer o
|
Accelerated
filer o
|
|
Non-accelerated
filer þ
(Do not check if a smaller
reporting company)
|
Smaller
reporting company o
|
|
||||||||
Title
of Securities
to
be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
||||
|
||||||||
Common
Stock, $0.001 par value per share, issuable pursuant to outstanding stock
options granted under the 2008 Stock Incentive Plan
|
616,000
|
$5.37
(1)
|
$3,309,263
|
$235.95
|
||||
Common
Stock, $0.001 par value per share, issuable pursuant to outstanding stock
options granted under the 2009 Stock Incentive Plan
|
559,375
|
$7.50
(1)
|
$4,195,313
|
$299.13
|
||||
Common
Stock, $0.001 par value per share, issuable under the 2010 Employee Stock
Purchase Plan
|
2,500,000
(2)(3)
|
$12.09
(4)
|
$30,225,000
|
$2,155.04
|
||||
Additional
Common Stock, $0.001 par value per share, issuable under the 2009 Stock
Incentive Plan
|
2,500,000
(3)
|
$12.09
(4)
|
$30,225,000
|
$2,155.04
|
||||
Common
Stock, $0.001 par value per share, issuable pursuant to
outstanding Non-Plan granted stock options
|
195,000
|
$5.50
(1)
|
$1,072,500
|
$76.47
|
||||
TOTAL
|
6,370,375
|
—
|
$69,027,076
|
$4,921.63
|
||||
|
Item 1.
|
Plan
Information.*
|
Item 2.
|
Registrant
Information and Employee Plan Annual
Information.*
|
*
|
The
documents containing the information specified in Part I will be sent or
given to participants in the Plans governed by this Registration Statement
as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the “Securities Act”). According to the Note to Part I of Form
S-8, such documents will not be filed with the Securities and Exchange
Commission (the “SEC”), either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under
the Securities Act. These documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities
Act.
|
Number
|
Description of
Exhibit
|
4.1
|
Specimen
common stock certificate
|
5.1
|
Opinion
of Hogan Lovells US LLP
|
10.1
|
The
KEYW Corporation 2008 Stock Incentive Plan (as assigned to and assumed by
The KEYW Holding Corporation on December 29, 2009)
(1)
|
10.2
|
Form
of Incentive Stock Option Agreement for grants pursuant to The KEYW
Corporation 2008 Stock Incentive Plan
(1)
|
10.3
|
Form
of Non-Qualified Stock Option Agreement for grants pursuant to The KEYW
Corporation 2008 Stock Incentive Plan
(1)
|
10.4
|
Form
of Restricted Stock Agreement for grants pursuant to The KEYW Corporation
2008 Stock Incentive Plan (1)
|
10.5
|
The
KEYW Holding Corporation 2009 Stock Incentive Plan
(1)
|
10.6
|
Form
of Incentive Stock Option Agreement for grants pursuant to The KEYW
Holding Corporation 2009 Stock Incentive Plan
(1)
|
10.7
|
Form
of Non-Qualified Stock Option Agreement for grants pursuant to The KEYW
Holding Corporation 2009 Stock Incentive Plan
(1)
|
10.8
|
Form
of Restricted Stock Agreement for grants pursuant to The KEYW Holding
Corporation 2009 Stock Incentive Plan
(1)
|
10.9
|
Form
of The KEYW Corporation Non-Qualified Stock Options Agreement for non-plan
grants (1)
|
10.10
|
Form
of The KEYW Corporation Restricted Stock Agreement for non-plan grants
(1)
|
10.11
|
The
KEYW Holding Corporation 2010 Employee Stock Purchase Plan
(2)
|
23.1
|
Consent
of Hogan Lovells US LLP (included in Exhibit
5.1)
|
23.2
|
Consent
of Grant Thornton LLP
|
23.3
|
Consent
of Stegman & Company
|
23.4
|
Consent
of Goodman & Company
|
23.5
|
Consent
of KPMG LLP
|
____________________
|
|
(1)
|
Incorporated
by reference to the corresponding Exhibit number filed by the Registrant
on Form S-1 (File No. 333-16768) (the “IPO
S-1”)
|
|
(2)
|
Incorporated
by reference to Exhibit No. 10.32 of the IPO
S-1.
|
THE
KEYW HOLDING CORPORATION
|
|||
By:
|
/s/
Leonard E. Moodispaw
|
||
Leonard
E. Moodispaw
President
and Chief Executive
Officer
|
Principal
Executive Officer:
|
||||
/s/
Leonard E. Moodispaw
|
President,
Chief Executive Officer and Director
|
October
27, 2010
|
||
Leonard
E. Moodispaw
|
||||
Principal
Financial Officer and
Principal
Accounting Officer:
|
||||
/s/
John E. Krobath, II
|
Senior
Vice President and Chief Financial Officer
|
October
27, 2010
|
||
John
E. Krobath, II
|
Signature
|
Title
|
Date
|
||
/s/
William I. Campbell
|
Director
|
October
27, 2010
|
||
William
I. Campbell
|
||||
/s/
Randall M. Griffin
|
Director
|
October
27, 2010
|
||
Randall
M. Griffin
|
||||
/s/
John G. Hannon
|
Director
|
October
27, 2010
|
||
John
G. Hannon
|
||||
/s/
Kenneth A. Minihan
|
Director
|
October
27, 2010
|
||
Kenneth
A. Minihan
|
||||
Director
|
October
27, 2010
|
|||
Arthur
L. Money
|
||||
/s/
Caroline S. Pisano
|
Director
|
October
27, 2010
|
||
Caroline
S. Pisano
|
||||
/s/
Pierre Chao
|
Director
|
October
27, 2010
|
||
Pierre
Chao
|
Number
|
Description of
Exhibit
|
4.1
|
Specimen
common stock certificate
|
5.1
|
Opinion
of Hogan Lovells US LLP
|
10.1
|
The
KEYW Corporation 2008 Stock Incentive Plan (as assigned to and assumed by
The KEYW Holding Corporation on December 29, 2009)
(1)
|
10.2
|
Form
of Incentive Stock Option Agreement for grants pursuant to The KEYW
Corporation 2008 Stock Incentive Plan
(1)
|
10.3
|
Form
of Non-Qualified Stock Option Agreement for grants pursuant to The KEYW
Corporation 2008 Stock Incentive Plan
(1)
|
10.4
|
Form
of Restricted Stock Agreement for grants pursuant to The KEYW Corporation
2008 Stock Incentive Plan (1)
|
10.5
|
The
KEYW Holding Corporation 2009 Stock Incentive Plan
(1)
|
10.6
|
Form
of Incentive Stock Option Agreement for grants pursuant to The KEYW
Holding Corporation 2009 Stock Incentive Plan
(1)
|
10.7
|
Form
of Non-Qualified Stock Option Agreement for grants pursuant to The KEYW
Holding Corporation 2009 Stock Incentive Plan
(1)
|
10.8
|
Form
of Restricted Stock Agreement for grants pursuant to The KEYW Holding
Corporation 2009 Stock Incentive Plan
(1)
|
10.9
|
Form
of The KEYW Corporation Non-Qualified Stock Options Agreement for non-plan
grants (1)
|
10.10
|
Form
of The KEYW Corporation Restricted Stock Agreement for non-plan grants
(1)
|
10.11
|
The
KEYW Holding Corporation 2010 Employee Stock Purchase Plan
(2)
|
23.1
|
Consent
of Hogan Lovells US LLP (included in Exhibit
5.1)
|
23.2
|
Consent
of Grant Thornton LLP
|
23.3
|
Consent
of Stegman & Company
|
23.4
|
Consent
of Goodman & Company
|
23.5
|
Consent
of KPMG LLP
|
____________________
|
|
(1)
|
Incorporated
by reference to the corresponding Exhibit number filed by the Registrant
on Form S-1 (File No. 333-16768) (the “IPO
S-1”)
|
|
(2)
|
Incorporated
by reference to Exhibit No. 10.32 of the IPO
S-1.
|