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<P align="center" style="font-size: 10pt"><B>As Filed with the Securities and Exchange Commission on April&nbsp;28, 2004</B>



<P align="right" style="font-size: 10pt"><B>Registration No.&nbsp;333-</B>



  <hr size="4" noshade>
  <P align="center" style="font-size: 10pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
  <DIV align="center" style="font-size: 10pt"><B>WASHINGTON, D.C. 20549 </B>
    <hr width="25%" size="1">
  </DIV>



<P align="center" style="font-size: 10pt"><B>FORM S-8<BR>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933<BR>
_____________________</B>



<P align="center" style="font-size: 10pt"><IMG src="w96714alion.gif" alt="(alion)">



<P align="center" style="font-size: 10pt"><B>ALION SCIENCE AND TECHNOLOGY CORPORATION</B><BR>
(Exact name of Registrant as Specified in Its Charter)


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>DELAWARE</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>54-2061691</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><I>(State or Other Jurisdiction of</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(<I>I.R.S. Employer</I></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><I>Incorporation or Organization)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><I>Identification No.</I><B><I>)</I></B></TD>
</TR>

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</TABLE>
</DIV>


<DIV align="center">
    <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
      <!-- Begin Table Head -->
      <TR valign="bottom">
        <TD colspan="3"><div align="center"><B>_____________________</B> </div></TD>
      </TR>
      <!-- End Table Head -->
      <!-- Begin Table Body -->
      <TR valign="bottom">
        <TD width="47%" align="center" valign="top"><B>1750 Tysons Boulevard</B>
        </TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="47%" align="center" valign="top"><B>10 West 35th</B></TD>
      </TR>
      <TR valign="bottom">
        <TD align="center" valign="top"><B>Suite&nbsp;1300</B> </TD>
        <TD>&nbsp;</TD>
        <TD align="center" valign="top"><B>Street</B></TD>
      </TR>
      <TR valign="bottom">
        <TD align="center" valign="top"><B>McLean, VA 22102</B> </TD>
        <TD>&nbsp;</TD>
        <TD align="center" valign="top"><B>Chicago, IL 60616</B></TD>
      </TR>
      <TR valign="bottom">
        <TD align="center" valign="top"><B>(703)&nbsp;918-4480</B> </TD>
        <TD>&nbsp;</TD>
        <TD align="center" valign="top"><B>(312)&nbsp;567-4000</B></TD>
      </TR>
      <!-- End Table Body -->
    </TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><I>(Address of Registrant&#146;s Principal Executive Offices, including Zip Code)</I>



<P align="center" style="font-size: 10pt"><B>ALION SCIENCE AND TECHNOLOGY CORPORATION<BR>
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN</B><BR>
<I>(Full Title of the Plan)</I>



<P align="center" style="font-size: 10pt"><B>James C. Fontana<BR>
Alion Science and Technology Corporation<BR>
1750 Tysons Boulevard<BR>
Suite&nbsp;1300<BR>
McLean, VA 22102<BR>
(703)&nbsp;918-4480</B><BR>
<I>(Name, Address, including Zip Code and Telephone Number,<BR>
including Area Code, of Agent for Service)</I><BR>
<B>________________________</B>



<P align="center" style="font-size: 10pt"><B><I>Copies to:</I></B><BR>
<B>Marc R. Paul<BR>
Baker &#038;McKenzie<BR>
815 Connecticut Avenue, N.W.<BR>
Washington, DC 20006<BR>
________________________</B>




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<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
    <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
      <!-- Begin Table Head -->
      <TR valign="bottom">
        <TD width="27%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="16%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="6%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="16%">&nbsp;</TD>
      </TR>
      <TR style="font-size: 8pt" valign="bottom">
        <TD colspan="11"><hr size="4" noshade></TD>
      </TR>
      <TR style="font-size: 8pt" valign="bottom">
        <TD>&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center"><B>Proposed Maximum</B></TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center"><B>&nbsp;</B></TD>
      </TR>
      <TR style="font-size: 8pt" valign="bottom">
        <TD nowrap align="left"><B>Title of Securities to be</B></TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center"><B>Amount to be</B></TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center"><B>Offering Price Per</B></TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center"><B>Amount of</B></TD>
      </TR>
      <TR style="font-size: 8pt" valign="bottom">
        <TD align="left" valign="top" nowrap><B>Registered</B> </TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center"><B>Registered</B> </TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center"><B>Unit</B> </TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center" colspan="3"><B>Price(3)</B> </TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center"><B>Registration Fee</B> </TD>
      </TR>
      <!-- End Table Head -->
      <!-- Begin Table Body -->
      <TR valign="bottom">
        <TD colspan="11" valign="top"><DIV style="margin-left:0px; text-indent:-0px">
            <hr size="4" noshade>
          </DIV></TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common
            Stock, par value $0.01 per share<sup>(1)</sup> </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"><div align="center">3,400,000<sup>(2)</sup>
          </div></TD>
        <TD><div align="center"></div></TD>
        <TD align="left" valign="top"><div align="center"><B>$</B>14.71 </div></TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="right" valign="top">$</TD>
        <TD align="right" valign="top">50,014,000</TD>
        <TD nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"><div align="center">$6,336.77<sup>(1)</sup></div></TD>
      </TR>
      <TR valign="bottom">
        <TD colspan="11" valign="top"><hr size="4" noshade></TD>
      </TR>
      <!-- End Table Body -->
    </TABLE>
</DIV>



<P>
  <TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
    <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" nowrap align="right">(1)</TD>
      <TD width="5%">&nbsp;</TD>
      <TD width="93%">In addition, pursuant to Rule 416(c) under the Securities
        Act of 1933, as amended, this registration statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to The Alion Science
        and Technology Corporation Employee Ownership, Savings and Investment
        Plan. In accordance with Rule&nbsp;457, no separate fee is required with
        respect to the plan interests.</TD>
    </TR>
    <TR>
      <TD colspan="5">&nbsp;</TD>
    </TR>
    <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" nowrap align="right">(2)</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>Represents shares of our common stock to be issued to the employee stock
        ownership plan, or ESOP, component of The Alion Science and Technology
        Corporation Employee Ownership, Savings and Investment Plan.</TD>
    </TR>
    <TR>
      <TD colspan="5">&nbsp;</TD>
    </TR>
    <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD width="2%" nowrap align="right">(3)</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>Estimated solely for purposes of calculating the registration fee.</TD>
    </TR>
    <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
      <TD colspan="3" align="right" nowrap><hr size="4" noshade></TD>
    </TR>
  </TABLE>


<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>


<P align="left" style="font-size: 10pt">This registration statement contains information required in the registration
statement under Part&nbsp;II of Form S-8. The plan information specified by Part&nbsp;I
of Form S-8 is not being filed with the Securities and Exchange Commission as
permitted by the Note in Part&nbsp;I of Form S-8. This plan information, as well as
the statement of availability of registrant information and any other
information required by Item&nbsp;2 of Form S-8, will be sent or given to
participants of the employee benefit plan as specified under Rule&nbsp;428 under the
Securities Act of 1933, as amended.



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. Plan Information</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I of Form S-8
will be sent or given to employees of Alion Science and Technology Corporation
(the &#147;Company&#148;) as specified by Rule&nbsp;428(b)(1) promulgated under the Securities
Act of 1933, as amended (the &#147;Securities Act&#148;). These documents, together with
the documents incorporated by reference into this registration statement,
pursuant to Item&nbsp;3 of Part&nbsp;II hereof, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act. In accordance with Rule
428 and the requirements of Part&nbsp;I of Form S-8, such documents are not being
filed with the Securities and Exchange Commission (the &#147;SEC&#148;) either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule&nbsp;424 under the Securities Act. The Company will maintain a
file of such documents in accordance with the provisions of Rule&nbsp;428. Upon
request, the Company will furnish to the SEC or its staff a copy or copies of
all of the documents included in that file.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall furnish without charge to each employee in the Alion
Science and Technology Corporation Employee Ownership, Savings and Investment
Plan (the &#147;Plan&#148;), upon written or oral request of such person, a copy of any
or all of the documents incorporated by reference in Item&nbsp;3 of Part&nbsp;II of this
registration statement, which documents are incorporated by reference in the
Section 10(a) prospectus, as well as any document required to be delivered to
employees pursuant to Rule 428(b) under the Securities Act. Requests should be
directed to Alion Science and Technology Corporation, Attn: Corporate
Secretary, 1750 Tysons Boulevard, Suite&nbsp;1300, McLean, VA 22102, telephone
(703)918-4480.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All information in this registration statement and the prospectus is
qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.


<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Company with the SEC are hereby
incorporated by reference in this registration statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s latest annual report on Form 10-K filed
pursuant to the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), on December&nbsp;24, 2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Plan&#146;s latest annual report on Form 11-K filed pursuant
to the Exchange Act on March&nbsp;29, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s quarterly report on Form 10-Q filed pursuant to
the Exchange Act on February&nbsp;17, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s current report on Form 8-K/A filed pursuant to
the Exchange Act on March&nbsp;5, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s current report on Form 8-K filed pursuant to
the Exchange Act on March&nbsp;8, 2004; and</TD>
</TR>

</TABLE>

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</TABLE>


  <P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  <table width="100%" border="0" cellspacing="0" cellpadding="0">
    <tr>
      <td width="5%" valign="top">
<div align="right"><font size="2">&nbsp;(f)&nbsp;</font></div></td>
      <td><font size="2">All other reports that the Company has filed with the
        SEC pursuant to Section 13(a) or 15(d) of the Exchange Act since September&nbsp;30,
        2003 up to the effective date of this registration statement. </font></td>
    </tr>
  </table>


  <P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed with the SEC by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
indicating that all securities offered under the Plan have been sold, or
deregistering all securities then remaining unsold thereunder, shall be deemed
to be incorporated by reference in this registration statement and to be a part
of it from the respective dates of filing of such documents. Any statement
contained in this registration statement or in any document incorporated or
deemed to be incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained therein or in any other subsequently filed
document that is also incorporated or deemed to be incorporated therein by
reference, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement and prospectus.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s authorized capital stock consists of 15&nbsp;million shares of
common stock, par value $.01 per share. The Company has the ability to issue an
indeterminate number of interests to be offered or sold pursuant to the Plan
(&#147;KSOP interests&#148;). As of the date of this prospectus, 2,973,813 shares of the
Company&#146;s common stock are issued and outstanding and are held in an employee
stock ownership plan (&#147;ESOP&#148;) trust of which State Street Bank &#038; Trust Company
(&#147;State Street&#148;) is the trustee. Both the KSOP interests and the common stock
underlying investments in the ESOP component of the Plan are being registered
with the SEC.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock currently outstanding are validly issued, fully
paid and non-assessable. The KSOP interests currently outstanding are validly
issued, fully paid and non-assessable.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Voting Rights. </I>Although the Company&#146;s common stock is allocated to each
Plan participant&#146;s account in the ESOP component of the Plan, the participant
is considered to hold only a beneficial ownership interest in these shares and
he or she will not be the legal title holder of the shares. In this context
this means that the participant will have the benefit of the value of the
shares of common stock allocated to his or her account.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;State Street, the ESOP trustee, will hold record title to all shares of
common stock held in the ESOP trust and as such, will usually vote those shares
on the participant&#146;s behalf, at the direction of the ESOP committee, which is
comprised of four members of the Company&#146;s management team and three other
Company employees and is responsible for the financial management and
administration of the ESOP component. If, however, the ESOP trustee determines
that the direction of the ESOP committee is not in accordance with the terms of
the Plan or is not a proper direction under the Employee Retirement Income and
Security Act of 1974 (&#147;ERISA&#148;), it will vote the shares as it determines
appropriate to fulfill its fiduciary the duties under ERISA.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ERISA requires that the employee be able to direct the trustee to vote the
shares of common stock allocated to his or her account on certain corporate
transactions that require shareholder approval under state law. An employee
will have the right to direct the ESOP trustee as to the manner in which to
vote the shares allocated to his or her account on certain major events, which
may include:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">the Company&#146;s merger with another company,</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company&#146;s liquidation and dissolution,</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the sale of all or substantially all of the Company&#146;s assets, and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any stock reclassification and recapitalization.</TD>
</TR>


</TABLE>

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</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has extended to participants an additional right, which is to
direct the trustee to vote the shares of common stock allocated to his or her
account on any tender offer for, or other offer to purchase, the shares of the
Company&#146;s common stock in the ESOP component. If, however, the ESOP trustee
determines that the employee votes are not in accordance with the terms of the
Plan or is not a proper direction under ERISA, it will vote the shares as it
determines appropriate to fulfill its fiduciary duty under ERISA.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each share of the Company&#146;s common stock allocated to an employee&#146;s
account in the ESOP component will have one vote.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Dividends/ Distributions. </I>The ESOP is entitled to receive dividends, which
in an S corporation are called distributions (&#147;distributions/ dividends&#148;),
when, as and if declared by the Company&#146;s board of directors in its discretion
out of funds legally available for the payment of distributions/ dividends.
Such distributions/ dividends will be allocated among all ESOP participants&#146;
accounts according to the number of shares of common stock allocated to each
participant&#146;s account. The Company is, however, subject to covenants
restricting its ability to pay distributions/ dividends to the ESOP under the
terms of agreements governing the senior credit facilities, the mezzanine note,
and the subordinated note. The Company does not expect to pay any
distributions/dividends. The Company currently intends to retain future
earnings, if any, for use in the operation of its business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Other Rights. </I>In the event of the Company&#146;s liquidation or dissolution,
after payment of all amounts owed to lenders and other creditors, the ESOP will
be entitled to our remaining assets for distribution to investors in the ESOP
component. The ESOP does not have any preemptive or other subscription rights,
and the shares of the Company&#146;s outstanding common stock held in the ESOP trust
are not subject to further calls or assessment by the Company. There are no
conversion rights or sinking fund provisions applicable to the shares of common
stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A description of the plan interests is not included in this registration
statement as permitted by Form S-8.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subsection (a)&nbsp;of Section&nbsp;145 of the Delaware General Corporation Law (the
&#147;DGCL&#148;) empowers a corporation 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 such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation (to include any service as a director, officer, or employee or
agent of the corporation which imposes duties on, or involves services by such
individual with respect to an employee benefit plan, its participants or
beneficiaries) as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (which
includes employee benefit plans) (an &#147;agent&#148;), against expenses (including
attorneys&#146; fees), judgments, fines (to include any excise taxes assessed on a
person with respect to any employee benefit plan) and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation (which includes if such person acted in good faith
and in a manner he/she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan) and, with respect
to any criminal action or proceeding, had no reasonable cause to believe such
person&#146;s conduct was unlawful. A person who acted in good faith and in a manner
such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner not opposed to the best interests of the corporation.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subsection (b)&nbsp;of Section&nbsp;145 of the DGCL empowers a corporation 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 or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted as an agent of the corporation, against expenses (including
attorneys&#146; fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only if the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the DGCL further provides, among other things, that to the
extent a present or former director or officer of a corporation has been
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;of Section&nbsp;145 of the DGCL or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys&#146; fees) actually and
reasonably incurred in connection therewith. Indemnification provided for by
Section&nbsp;145 of the DGCL shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnification provided for by Section&nbsp;145 of the DGCL shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person&#146;s heirs, executors and administrators. Section&nbsp;145 of
the DGCL also empowers the corporation to purchase and maintain insurance on
behalf of an agent of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section&nbsp;145 of the DGCL.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;Tenth of the Company&#146;s Certificate of Incorporation and Article&nbsp;XI
of the Company&#146;s Bylaws entitle the Company&#146;s officers and directors to
indemnification to the full extent permitted by Section&nbsp;145 of the DGCL.
Article&nbsp;XI of the Company&#146;s Bylaws allows the Company to purchase insurance for
the benefit of its officers and directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of September&nbsp;30, 2003, the Company has provided insurance from a
commercial carrier against certain liabilities that could be incurred by its
directors and officers, including acts and omissions occurring prior to the
closing date of the Company&#146;s acquisition of substantially all the assets of
IIT Research Institute and relating to establishment and formation of the
Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into indemnification agreements with its directors
and with its executive officers. The form of indemnification agreement provides
that the Company generally will indemnify its directors and officers for
expenses incurred by them in connection with their service to the Company to
the fullest extent permitted by applicable law when:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the director or officer is, or is threatened to be made, a
party to or a participant in any threatened, pending or completed
action, suit, arbitration, administrative hearing, or other similar
proceeding; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
the Company.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Only in certain limited circumstances would a director or officer not be
entitled to indemnification.



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For a list of all exhibits filed or included as part of this registration
statement, see &#147;Index to Exhibits&#148; at the end of this registration statement.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;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;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;that, for the purpose of determining any liability under the Securities
Act, 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 <I>bona
fide </I>offering thereof; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section 15(d) of the Exchange Act) 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 <I>bona
fide </I>offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of the 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 Securities Act and will be governed
by the final adjudication of such issue.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The undersigned registrant hereby undertakes that, in lieu of an
opinion of counsel concerning compliance with the requirements of ERISA and an
Internal Revenue Service (&#147;IRS&#148;) determination letter that the Plan is
qualified under Section&nbsp;401 of the Internal Revenue Code (the &#147;Code&#148;), the
registrant has submitted or will submit the Plan and any amendment thereto to
the IRS in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan under Section&nbsp;401 of the Code.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The Registrant. </I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of McLean, in the
Commonwealth of Virginia, on this 28th day of April&nbsp;2004.

<DIV align="center">
    <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
      <!-- Begin Table Head -->
      <TR valign="bottom">
        <TD width="40%">&nbsp;</TD>
        <TD width="10%">&nbsp;</TD>
        <TD width="50%">&nbsp;</TD>
      </TR>
      <!-- End Table Head -->
      <!-- Begin Table Body -->
      <TR valign="bottom">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD colspan="2"> <B>ALION SCIENCE AND TECHNOLOGY CORPORATION</B></TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp; </TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD><div align="right">By:</div></TD>
        <TD align="left" valign="top">&nbsp;/s/ Bahman Atefi</TD>
      </TR>
      <TR valign="bottom">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">
          <HR size="1" noshade>
          Bahman Atefi<br>
          President and Chief Executive Officer<br>
          and Director<br> &nbsp;&nbsp;&nbsp;&nbsp;(Principal Executive Officer)</TD>
      </TR>
      <!-- End Table Body -->
    </TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned officers and directors of Alion Science and Technology
Corporation, hereby severally constitute and appoint Bahman Atefi and James
Fontana, and each of them acting singly, our true and lawful attorneys-in-fact,
with full power granted to them in any and all capacities (including
substitutions), to execute for us and in our names in the capacities indicated
below this registration statement, including any amendments and exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and generally to do all such things in our name and on our
behalf in our capacities as officers and directors to enable Alion Science and
Technology Corporation to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may lawfully
do or cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<DIV align="center">
    <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
      <!-- Begin Table Head -->
      <TR valign="bottom">
        <TD width="8%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="33%">&nbsp;</TD>
        <TD width="23%">&nbsp;</TD>
        <TD width="7%">&nbsp;</TD>
        <TD width="24%">&nbsp;</TD>
      </TR>
      <!-- End Table Head -->
      <!-- Begin Table Body -->
      <TR valign="bottom">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ Bahman Atefi<BR> <HR size="1" noshade>
          Name: Bahman Atefi<br>
          Title: Chairman, Chief Executive<br>
          Officer and Director<br>
          (Principal Executive Officer) </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: </TD>
        <TD align="left" valign="top">April 28, 2004</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ John M. &#147;Jack&#148; Hughes<BR>
          <HR size="1" noshade>
          Name: John M. &#147;Jack&#148; Hughes<br>
          Title: Chief Financial Officer<br>
          (Principal Financial Officer) </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: </TD>
        <TD align="left" valign="top">April 28, 2004</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ Gary Amstutz<BR> <HR size="1" noshade>
          Name: Gary Amstutz<br>
          Title: Senior Vice President and<br>
          Executive Director of Finance<br>
          (Principal Accounting Officer) </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: </TD>
        <TD align="left" valign="top">April 28, 2004</TD>
      </TR>
      <!-- End Table Body -->
    </TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
    <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
      <!-- Begin Table Head -->
      <TR valign="bottom">
        <TD width="8%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="33%">&nbsp;</TD>
        <TD width="28%">&nbsp;</TD>
        <TD width="26%">&nbsp;</TD>
      </TR>
      <!-- End Table Head -->
      <!-- Begin Table Body -->
      <TR valign="bottom">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"><BR> <HR size="1" noshade>
          Name: Edward C. Aldridge, Jr.<BR>
          Title: Director </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: April 28, 2004</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ Leslie Armitage<BR> <HR size="1" noshade>
          Name: Leslie Armitage<BR>
          Title: Director </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: April 28, 2004</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ Lewis Collens<BR> <HR size="1" noshade>
          Name: Lewis Collens<BR>
          Title: Director </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: April 28, 2004</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ Admiral (Ret.) Harold W. Gehman, Jr.<BR>
          <HR size="1" noshade>
          Name: Admiral (Ret.) Harold W. Gehman, Jr.<BR>
          Title: Director </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: April 28, 2004</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ Donald E. Goss<BR> <HR size="1" noshade>
          Name: Donald E. Goss<BR>
          Title: Director </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: April 28, 2004</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ Robert L. Growney<BR> <HR size="1" noshade>
          Name: Robert L. Growney<BR>
          Title: Director </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: April 28, 2004</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ General (Ret.) George A. Joulwan<BR>
          <HR size="1" noshade>
          Name: General (Ret.) George A. Joulwan<BR>
          Title: Director </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: April 28, 2004</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom" style="padding-top: 1em">
        <TD align="center" nowrap valign="top">By:</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top"> /s/ General (Ret.) Michael E. Ryan<BR>
          <HR size="1" noshade>
          Name: General (Ret.) Michael E. Ryan<BR>
          Title: Director </TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Dated: April 28, 2004</TD>
      </TR>
      <!-- End Table Body -->
    </TABLE>
</DIV>


<P align="left" style="font-size: 10pt"><I>The Plan. </I>Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned hereunto duly authorized, in the city of McLean, in the
Commonwealth of Virginia, on this 28th day of April, 2004.


<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="16%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>THE ALION SCIENCE AND TECHNOLOGY<BR>
CORPORATION EMPLOYEE OWNERSHIP,<BR>
SAVINGS AND INVESTMENT PLAN</B></TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Bahman Atefi<BR>
<HR size="1" noshade>
Name:  Bahman Atefi<BR>
Title: Chairman of ESOP Committee</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>INDEX OF EXHIBITS</B>


<DIV align="left">
    <TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
      <!-- Begin Table Head -->
      <TR valign="bottom">
        <TD width="9%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
      </TR>
      <TR style="font-size: 8pt" valign="bottom">
        <TD nowrap align="left"><u><B>Exhibit</B></u></TD>
        <TD>&nbsp;</TD>
        <TD nowrap align="center"><div align="left"><B><u>Document</u></B></div></TD>
      </TR>
      <!-- End Table Head -->
      <!-- Begin Table Body -->
      <TR valign="bottom">
        <TD valign="top">&nbsp;</TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Amended and Restated Alion Science and Technology
          Corporation Employee Ownership, Savings and Investment Plan.<sup>(1)</sup></TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">First Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.<sup>(2)</sup></TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Second Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.<sup>(3)</sup></TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Third Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.<sup>(3)</sup></TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Fourth Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.<sup>(3)</sup></TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Fifth Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Sixth Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Seventh Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Eighth Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Opinion of Baker &#038; McKenzie, Washington,
          D.C. regarding legality of securities issued.</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.2 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">In lieu of filing an opinion of counsel
          as to compliance of the Plan with ERISA or an Internal Revenue Service
          determination letter that the Plan is qualified under Section&nbsp;401
          of the Internal Revenue Code, the undertaking permitted by Item&nbsp;8(b)
          of Form&nbsp;S-8 is included in Item&nbsp;9(d) of this Registration
          Statement.</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Consent of KPMG LLP.</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Consent of Baker &#038; McKenzie, Washington,
          D.C. (included in Exhibit&nbsp;5.1).</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">&nbsp;</TD>
      </TR>
      <TR valign="bottom">
        <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1 </DIV></TD>
        <TD>&nbsp;</TD>
        <TD align="left" valign="top">Power of Attorney (included in signature
          page).</TD>
      </TR>
      <!-- End Table Body -->
    </TABLE>
</DIV>


<P align="left" style="font-size: 10pt"><sup>(1)</sup>Incorporated by reference to the corresponding exhibit previously filed as
an exhibit to the Company&#146;s Pre-Effective Amendment No.&nbsp;3 to the Registration
Statement on Form&nbsp;S&#151;1 filed with the Securities and Exchange Commission on
October&nbsp;7, 2002 (File no. 950133-2-3343).


<P align="left" style="font-size: 10pt"><sup>(2)</sup>Incorporated by reference to the corresponding exhibit previously filed as
an exhibit to the Company&#146;s Post-Effective Amendment No.&nbsp;3 to the Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on
March&nbsp;24, 2003 (File no. 950133-3-862).


<P align="left" style="font-size: 10pt"><sup>(3)</sup>Incorporated by reference to the corresponding exhibit previously filed as
an exhibit to the Company&#146;s quarterly report on Form 10-Q for the quarterly
period ended July&nbsp;4, 2003, filed with the Securities and Exchange Commission on
August&nbsp;15, 2003.




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "w96714sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 59482}]
{"company-data": {"conformed-name": "ALION SCIENCE & TECHNOLOGY CORP", "cik": "0001166568", "assigned-sic": "8731", "irs-number": "542061691", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114935", "film-number": "04759514"}, "business-address": {"street1": "1750 TYSONS BLVD", "street2": "STE 1300", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7039184480"}, "former-company": {"former-conformed-name": "BEAGLE HOLDINGS INC", "date-changed": "20020205"}}
sv8
As Filed with the Securities and Exchange Commission on April 28, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
ALION SCIENCE AND TECHNOLOGY CORPORATION
(Exact name of Registrant as Specified in Its Charter)
DELAWARE
54-2061691
(State or Other Jurisdiction of
(
I.R.S. Employer
Incorporation or Organization)
Identification No.
)
_____________________
1750 Tysons Boulevard
10 West 35th
Suite 1300
Street
McLean, VA 22102
Chicago, IL 60616
(703) 918-4480
(312) 567-4000
(Address of Registrant's Principal Executive Offices, including Zip Code)
ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)
James C. Fontana
Alion Science and Technology Corporation
1750 Tysons Boulevard
Suite 1300
McLean, VA 22102
(703) 918-4480
(Name, Address, including Zip Code and Telephone Number,
including Area Code, of Agent for Service)
________________________
Copies to:
Marc R. Paul
Baker &McKenzie
815 Connecticut Avenue, N.W.
Washington, DC 20006
________________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities to be
Amount to be
Offering Price Per
Aggregate Offering
Amount of
Registered
Registered
Unit
Price(3)
Registration Fee
Common
            Stock, par value $0.01 per share
(1)
3,400,000
(2)
$
14.71
$
50,014,000
$6,336.77
(1)
(1)
In addition, pursuant to Rule 416(c) under the Securities
        Act of 1933, as amended, this registration statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to The Alion Science
        and Technology Corporation Employee Ownership, Savings and Investment
        Plan. In accordance with Rule 457, no separate fee is required with
        respect to the plan interests.
(2)
Represents shares of our common stock to be issued to the employee stock
        ownership plan, or ESOP, component of The Alion Science and Technology
        Corporation Employee Ownership, Savings and Investment Plan.
(3)
Estimated solely for purposes of calculating the registration fee.
EXPLANATORY NOTE
This registration statement contains information required in the registration
statement under Part II of Form S-8. The plan information specified by Part I
of Form S-8 is not being filed with the Securities and Exchange Commission as
permitted by the Note in Part I of Form S-8. This plan information, as well as
the statement of availability of registrant information and any other
information required by Item 2 of Form S-8, will be sent or given to
participants of the employee benefit plan as specified under Rule 428 under the
Securities Act of 1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of Form S-8
will be sent or given to employees of Alion Science and Technology Corporation
(the "Company") as specified by Rule 428(b)(1) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). These documents, together with
the documents incorporated by reference into this registration statement,
pursuant to Item 3 of Part II hereof, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act. In accordance with Rule
428 and the requirements of Part I of Form S-8, such documents are not being
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. The Company will maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Company will furnish to the SEC or its staff a copy or copies of
all of the documents included in that file.
Item 2. Registrant Information and Employee Plan Annual Information
The Company shall furnish without charge to each employee in the Alion
Science and Technology Corporation Employee Ownership, Savings and Investment
Plan (the "Plan"), upon written or oral request of such person, a copy of any
or all of the documents incorporated by reference in Item 3 of Part II of this
registration statement, which documents are incorporated by reference in the
Section 10(a) prospectus, as well as any document required to be delivered to
employees pursuant to Rule 428(b) under the Securities Act. Requests should be
directed to Alion Science and Technology Corporation, Attn: Corporate
Secretary, 1750 Tysons Boulevard, Suite 1300, McLean, VA 22102, telephone
(703)918-4480.
All information in this registration statement and the prospectus is
qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the SEC are hereby
incorporated by reference in this registration statement:
(a)
The Company's latest annual report on Form 10-K filed
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on December 24, 2003;
(b)
The Plan's latest annual report on Form 11-K filed pursuant
to the Exchange Act on March 29, 2004;
(c)
The Company's quarterly report on Form 10-Q filed pursuant to
the Exchange Act on February 17, 2004;
(d)
The Company's current report on Form 8-K/A filed pursuant to
the Exchange Act on March 5, 2004;
(e)
The Company's current report on Form 8-K filed pursuant to
the Exchange Act on March 8, 2004; and
(f)
All other reports that the Company has filed with the
        SEC pursuant to Section 13(a) or 15(d) of the Exchange Act since September 30,
        2003 up to the effective date of this registration statement.
All documents filed with the SEC by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
indicating that all securities offered under the Plan have been sold, or
deregistering all securities then remaining unsold thereunder, shall be deemed
to be incorporated by reference in this registration statement and to be a part
of it from the respective dates of filing of such documents. Any statement
contained in this registration statement or in any document incorporated or
deemed to be incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained therein or in any other subsequently filed
document that is also incorporated or deemed to be incorporated therein by
reference, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement and prospectus.
Item 4. Description of Securities
The Company's authorized capital stock consists of 15 million shares of
common stock, par value $.01 per share. The Company has the ability to issue an
indeterminate number of interests to be offered or sold pursuant to the Plan
("KSOP interests"). As of the date of this prospectus, 2,973,813 shares of the
Company's common stock are issued and outstanding and are held in an employee
stock ownership plan ("ESOP") trust of which State Street Bank & Trust Company
("State Street") is the trustee. Both the KSOP interests and the common stock
underlying investments in the ESOP component of the Plan are being registered
with the SEC.
The shares of common stock currently outstanding are validly issued, fully
paid and non-assessable. The KSOP interests currently outstanding are validly
issued, fully paid and non-assessable.
Voting Rights.
Although the Company's common stock is allocated to each
Plan participant's account in the ESOP component of the Plan, the participant
is considered to hold only a beneficial ownership interest in these shares and
he or she will not be the legal title holder of the shares. In this context
this means that the participant will have the benefit of the value of the
shares of common stock allocated to his or her account.
State Street, the ESOP trustee, will hold record title to all shares of
common stock held in the ESOP trust and as such, will usually vote those shares
on the participant's behalf, at the direction of the ESOP committee, which is
comprised of four members of the Company's management team and three other
Company employees and is responsible for the financial management and
administration of the ESOP component. If, however, the ESOP trustee determines
that the direction of the ESOP committee is not in accordance with the terms of
the Plan or is not a proper direction under the Employee Retirement Income and
Security Act of 1974 ("ERISA"), it will vote the shares as it determines
appropriate to fulfill its fiduciary the duties under ERISA.
ERISA requires that the employee be able to direct the trustee to vote the
shares of common stock allocated to his or her account on certain corporate
transactions that require shareholder approval under state law. An employee
will have the right to direct the ESOP trustee as to the manner in which to
vote the shares allocated to his or her account on certain major events, which
may include:
•
the Company's merger with another company,
•
the Company's liquidation and dissolution,
•
the sale of all or substantially all of the Company's assets, and
•
any stock reclassification and recapitalization.
The Company has extended to participants an additional right, which is to
direct the trustee to vote the shares of common stock allocated to his or her
account on any tender offer for, or other offer to purchase, the shares of the
Company's common stock in the ESOP component. If, however, the ESOP trustee
determines that the employee votes are not in accordance with the terms of the
Plan or is not a proper direction under ERISA, it will vote the shares as it
determines appropriate to fulfill its fiduciary duty under ERISA.
Each share of the Company's common stock allocated to an employee's
account in the ESOP component will have one vote.
Dividends/ Distributions.
The ESOP is entitled to receive dividends, which
in an S corporation are called distributions ("distributions/ dividends"),
when, as and if declared by the Company's board of directors in its discretion
out of funds legally available for the payment of distributions/ dividends.
Such distributions/ dividends will be allocated among all ESOP participants'
accounts according to the number of shares of common stock allocated to each
participant's account. The Company is, however, subject to covenants
restricting its ability to pay distributions/ dividends to the ESOP under the
terms of agreements governing the senior credit facilities, the mezzanine note,
and the subordinated note. The Company does not expect to pay any
distributions/dividends. The Company currently intends to retain future
earnings, if any, for use in the operation of its business.
Other Rights.
In the event of the Company's liquidation or dissolution,
after payment of all amounts owed to lenders and other creditors, the ESOP will
be entitled to our remaining assets for distribution to investors in the ESOP
component. The ESOP does not have any preemptive or other subscription rights,
and the shares of the Company's outstanding common stock held in the ESOP trust
are not subject to further calls or assessment by the Company. There are no
conversion rights or sinking fund provisions applicable to the shares of common
stock.
A description of the plan interests is not included in this registration
statement as permitted by Form S-8.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation 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 such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation (to include any service as a director, officer, or employee or
agent of the corporation which imposes duties on, or involves services by such
individual with respect to an employee benefit plan, its participants or
beneficiaries) as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (which
includes employee benefit plans) (an "agent"), against expenses (including
attorneys' fees), judgments, fines (to include any excise taxes assessed on a
person with respect to any employee benefit plan) and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation (which includes if such person acted in good faith
and in a manner he/she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan) and, with respect
to any criminal action or proceeding, had no reasonable cause to believe such
person's conduct was unlawful. A person who acted in good faith and in a manner
such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner not opposed to the best interests of the corporation.
Subsection (b) of Section 145 of the DGCL empowers a corporation 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 or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted as an agent of the corporation, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only if the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides, among other things, that to the
extent a present or former director or officer of a corporation has been
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. Indemnification provided for by
Section 145 of the DGCL shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled.
Indemnification provided for by Section 145 of the DGCL shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators. Section 145 of
the DGCL also empowers the corporation to purchase and maintain insurance on
behalf of an agent of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145 of the DGCL.
Article Tenth of the Company's Certificate of Incorporation and Article XI
of the Company's Bylaws entitle the Company's officers and directors to
indemnification to the full extent permitted by Section 145 of the DGCL.
Article XI of the Company's Bylaws allows the Company to purchase insurance for
the benefit of its officers and directors.
As of September 30, 2003, the Company has provided insurance from a
commercial carrier against certain liabilities that could be incurred by its
directors and officers, including acts and omissions occurring prior to the
closing date of the Company's acquisition of substantially all the assets of
IIT Research Institute and relating to establishment and formation of the
Company.
The Company has entered into indemnification agreements with its directors
and with its executive officers. The form of indemnification agreement provides
that the Company generally will indemnify its directors and officers for
expenses incurred by them in connection with their service to the Company to
the fullest extent permitted by applicable law when:
•
the director or officer is, or is threatened to be made, a
party to or a participant in any threatened, pending or completed
action, suit, arbitration, administrative hearing, or other similar
proceeding; and
•
the director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
the Company.
Only in certain limited circumstances would a director or officer not be
entitled to indemnification.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
For a list of all exhibits filed or included as part of this registration
statement, see "Index to Exhibits" at the end of this registration statement.
Item 9. Undertakings.
(a) 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 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, 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; and
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of the 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 Securities Act and will be governed
by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that, in lieu of an
opinion of counsel concerning compliance with the requirements of ERISA and an
Internal Revenue Service ("IRS") determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code (the "Code"), the
registrant has submitted or will submit the Plan and any amendment thereto to
the IRS in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the Code.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of McLean, in the
Commonwealth of Virginia, on this 28th day of April 2004.
ALION SCIENCE AND TECHNOLOGY CORPORATION
By:
/s/ Bahman Atefi
Bahman Atefi
President and Chief Executive Officer
and Director
(Principal Executive Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Alion Science and Technology
Corporation, hereby severally constitute and appoint Bahman Atefi and James
Fontana, and each of them acting singly, our true and lawful attorneys-in-fact,
with full power granted to them in any and all capacities (including
substitutions), to execute for us and in our names in the capacities indicated
below this registration statement, including any amendments and exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and generally to do all such things in our name and on our
behalf in our capacities as officers and directors to enable Alion Science and
Technology Corporation to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
By:
/s/ Bahman Atefi
Name: Bahman Atefi
Title: Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
Dated:
April 28, 2004
By:
/s/ John M. "Jack" Hughes
Name: John M. "Jack" Hughes
Title: Chief Financial Officer
(Principal Financial Officer)
Dated:
April 28, 2004
By:
/s/ Gary Amstutz
Name: Gary Amstutz
Title: Senior Vice President and
Executive Director of Finance
(Principal Accounting Officer)
Dated:
April 28, 2004
By:
Name: Edward C. Aldridge, Jr.
Title: Director
Dated: April 28, 2004
By:
/s/ Leslie Armitage
Name: Leslie Armitage
Title: Director
Dated: April 28, 2004
By:
/s/ Lewis Collens
Name: Lewis Collens
Title: Director
Dated: April 28, 2004
By:
/s/ Admiral (Ret.) Harold W. Gehman, Jr.
Name: Admiral (Ret.) Harold W. Gehman, Jr.
Title: Director
Dated: April 28, 2004
By:
/s/ Donald E. Goss
Name: Donald E. Goss
Title: Director
Dated: April 28, 2004
By:
/s/ Robert L. Growney
Name: Robert L. Growney
Title: Director
Dated: April 28, 2004
By:
/s/ General (Ret.) George A. Joulwan
Name: General (Ret.) George A. Joulwan
Title: Director
Dated: April 28, 2004
By:
/s/ General (Ret.) Michael E. Ryan
Name: General (Ret.) Michael E. Ryan
Title: Director
Dated: April 28, 2004
The Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned hereunto duly authorized, in the city of McLean, in the
Commonwealth of Virginia, on this 28th day of April, 2004.
THE ALION SCIENCE AND TECHNOLOGY
CORPORATION EMPLOYEE OWNERSHIP,
SAVINGS AND INVESTMENT PLAN
By:
/s/ Bahman Atefi
Name:  Bahman Atefi
Title: Chairman of ESOP Committee
INDEX OF EXHIBITS
Exhibit
Document
4.1
Amended and Restated Alion Science and Technology
          Corporation Employee Ownership, Savings and Investment Plan.
(1)
4.2
First Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.
(2)
4.3
Second Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.
(3)
4.4
Third Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.
(3)
4.5
Fourth Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.
(3)
4.6
Fifth Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.
4.7
Sixth Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.
4.8
Seventh Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.
4.9
Eighth Amendment to The Alion Science and
          Technology Corporation Employee Ownership, Savings and Investment Plan.
5.1
Opinion of Baker & McKenzie, Washington,
          D.C. regarding legality of securities issued.
5.2
In lieu of filing an opinion of counsel
          as to compliance of the Plan with ERISA or an Internal Revenue Service
          determination letter that the Plan is qualified under Section 401
          of the Internal Revenue Code, the undertaking permitted by Item 8(b)
          of Form S-8 is included in Item 9(d) of this Registration
          Statement.
23.1
Consent of KPMG LLP.
23.2
Consent of Baker & McKenzie, Washington,
          D.C. (included in Exhibit 5.1).
24.1
Power of Attorney (included in signature
          page).
(1)
Incorporated by reference to the corresponding exhibit previously filed as
an exhibit to the Company's Pre-Effective Amendment No. 3 to the Registration
Statement on Form S—1 filed with the Securities and Exchange Commission on
October 7, 2002 (File no. 950133-2-3343).
(2)
Incorporated by reference to the corresponding exhibit previously filed as
an exhibit to the Company's Post-Effective Amendment No. 3 to the Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on
March 24, 2003 (File no. 950133-3-862).
(3)
Incorporated by reference to the corresponding exhibit previously filed as
an exhibit to the Company's quarterly report on Form 10-Q for the quarterly
period ended July 4, 2003, filed with the Securities and Exchange Commission on
August 15, 2003.