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<DIV><FONT size="1" style="font-size:1pt;color:white">As filed with the Securities and Exchange Commission on July 27, 2016 &#13;&#10;Registration No. 333- _________ &#13;&#10; &#13;&#10;UNITED STATES  &#13;&#10;SECURITIES AND EXCHANGE COMMISSION  &#13;&#10;WASHINGTON, D.C. 20549  &#13;&#10; &#13;&#10; &#13;&#10;FORM S-8  &#13;&#10; &#13;&#10;REGISTRATION STATEMENT UNDER  &#13;&#10;THE SECURITIES ACT OF 1933  &#13;&#10; &#13;&#10;DLH Holdings Corp.  &#13;&#10;(Exact name of Registrant as specified in its charter)   &#13;&#10; &#13;&#10;  &#13;&#10;New Jersey   22-1899798 &#13;&#10;(State or other jurisdiction of &#13;&#10;incorporation or organization)   &#13;&#10;(I.R.S. Employer &#13;&#10;Identification Number) &#13;&#10; &#13;&#10;3565 Piedmont Road, NE &#13;&#10;Building 3, Suite 700 &#13;&#10;Atlanta, Georgia 30305 &#13;&#10;(866) 952-1647 &#13;&#10; (Address, including zip code, and telephone number, including area &#13;&#10;code, of principal executive offices) &#13;&#10; &#13;&#10;2016 Omnibus Equity Incentive Plan  &#13;&#10;(Full title of the Plan)  &#13;&#10; &#13;&#10;Kathryn M. JohnBull &#13;&#10;Chief Financial Officer &#13;&#10;DLH Holdings Corp. &#13;&#10;3565 Piedmont Road, NE &#13;&#10;Building 3, Suite 700 &#13;&#10;Atlanta, Georgia 30305 &#13;&#10;(866) 952-1647 &#13;&#10; &#13;&#10;Copies of all communications, including all communications sent to the agent for service, should be sent to:  &#13;&#10;Victor J. DiGioia, Esq. &#13;&#10;Michael A. Goldstein, Esq. &#13;&#10;Becker &amp; Poliakoff, LLP &#13;&#10;45 Broadway &#13;&#10;New York, New York 10006 &#13;&#10;(212) 599-3322 &#13;&#10;(Name and address, including zip code and telephone &#13;&#10;number, including area code, of agent for service) &#13;&#10; &#13;&#10;&#13;&#10;</FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white"> 2 &#13;&#10;Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a &#13;&#10;smaller reporting company. See the definitions of &#8220;large accelerated filer,&#8221; &#8220;accelerated filer&#8221; and &#8220;smaller reporting &#13;&#10;company&#8221; in Rule 12b2 of the Exchange Act.  &#13;&#10;  &#13;&#10;   &#13;&#10;Large accelerated filer  &#61608;   Accelerated filer  &#61608; &#13;&#10;  &#13;&#10;Non-accelerated filer  &#61608;   Smaller reporting company  &#61560; &#13;&#10;(Do not check if a smaller reporting company)    &#13;&#10; &#13;&#10; &#13;&#10;CALCULATION OF REGISTRATION FEE &#13;&#10; &#13;&#10; &#13;&#10;Title of Each Class of Securities to be Registered &#13;&#10;  &#13;&#10; &#13;&#10;Amount of &#13;&#10;Shares to be &#13;&#10;Registered (1) &#13;&#10; Proposed &#13;&#10;Maximum &#13;&#10;Offering &#13;&#10;Price &#13;&#10;Per Share (2) &#13;&#10;  &#13;&#10; &#13;&#10;Proposed Maximum &#13;&#10;Aggregate Offering &#13;&#10;Price &#13;&#10;  &#13;&#10; &#13;&#10;Amount of &#13;&#10;Registration &#13;&#10;Fee &#13;&#10;         &#13;&#10;Common Stock, par value $0.001 per share  1,000,000  $5.20  $5,200,000   $523.64   &#13;&#10;Total  1,000,000     $5,200,000    $523.64    &#13;&#10; &#13;&#10;(1) This Registration Statement covers 1,000,000 shares of common stock issuable under the Registrant&#8217;s 2016 Omnibus &#13;&#10;Equity Incentive Plan (the &#8220;Plan&#8221;). Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement &#13;&#10;shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock &#13;&#10;dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which &#13;&#10;results in an increase in the number of outstanding shares of the Registrant&#8217;s common stock. &#13;&#10;(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457 (h) under the &#13;&#10;Securities Act of 1933, as amended. The Proposed Maximum Offering Price Per Share is based on the average of the &#13;&#10;reported high ($5.45) and low ($4.95) sales prices for the Registrant&#8217;s common stock reported on the Nasdaq Stock &#13;&#10;Market on July 25, 2016. &#13;&#10;  &#13;&#10; &#13;&#10;  &#13;&#10;&#13;&#10;</FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white"> 3 &#13;&#10;PART I  &#13;&#10;Information Required in the Section 10(a) Prospectus &#13;&#10;Explanatory Note &#13;&#10;This Registration Statement on Form S-8 is being filed for the purpose of registering an aggregate of 1,000,000 &#13;&#10;shares of common stock of the Registrant to be issued pursuant to the Registrant&#8217;s 2016 Omnibus Equity Incentive Plan &#13;&#10;(the &#8220;Plan&#8221;).    &#13;&#10;Item 1. Plan Information. &#13;&#10;Item 2. Registrant Information and Employee Plan Annual Information.  &#13;&#10;The documents containing the information specified in Part I will be sent or given to employees as specified by &#13;&#10;Rule 428(b)(1) of the Securities Act of 1933, as amended (the &#8220;Securities Act&#8221;). Such documents are not being filed with &#13;&#10;the Securities and Exchange Commission (the &#8220;Commission&#8221;) either as part of this Registration Statement or as &#13;&#10;prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by &#13;&#10;reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that &#13;&#10;meets the requirements of Section 10(a) of the Securities Act.  &#13;&#10;PART II  &#13;&#10;Information Required in the Registration Statement  &#13;&#10;Item 3. Incorporation of Documents by Reference.  &#13;&#10;The Commission allows us to incorporate by reference the information we file with it, which means that we can &#13;&#10;disclose important information to you by referring to those documents. The information incorporated by reference is an &#13;&#10;important part of this Registration Statement, and information that we file later with the Commission will automatically &#13;&#10;update and supersede this information. We incorporate by reference the following documents we have filed, or may file, &#13;&#10;with the Commission:  &#13;&#10;  &#13;&#10;  (1) Our Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the Commission on &#13;&#10;December 16, 2015;  &#13;&#10;  &#13;&#10;  &#13;&#10;  (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year &#13;&#10;covered by Registrant&#8217;s latest annual report referred to in (1) above. &#13;&#10; &#13;&#10; (3) A description of our common stock contained in our registration statement on Form 8-A filed April 27, 1990. &#13;&#10;All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a &#13;&#10;post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities &#13;&#10;covered hereby then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and are &#13;&#10;a part hereof from the date of filing of such documents.  &#13;&#10;Any information that we later file with the Commission will automatically update and supersede the information &#13;&#10;and statements contained in a document incorporated or deemed to be incorporated by reference herein. Any such &#13;&#10;information or statement so modified or superseded will not be deemed, except as so modified or superseded, to &#13;&#10;constitute part of this Registration Statement. Under no circumstances will any information filed under items 2.02 or &#13;&#10;7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.  &#13;&#10;Item 4. Description of Securities.  &#13;&#10;Not applicable.  &#13;&#10;Item 5. Interests of Named Experts and Counsel.  &#13;&#10; &#13;&#10; As of the date of this Registration Statement, principals of Becker &amp; Poliakoff, LLP beneficially own shares of &#13;&#10;the Registrant&#8217;s common stock. &#13;&#10; &#13;&#10; &#13;&#10;&#13;&#10;</FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white"> 4 &#13;&#10;Item 6. Indemnification of Directors and Officers.  &#13;&#10; &#13;&#10;Our By-Laws require us to indemnify, to the full extent authorized by Section 14A:3-5 of the New Jersey Business &#13;&#10;Corporation Act, any person with respect to any civil, criminal, administrative or investigative action or proceeding &#13;&#10;instituted or threatened by reason of the fact that he, his testator or intestate is or was a director, officer or employee of &#13;&#10;our company or any predecessor of our company is or was serving at the request of our company or a predecessor of our &#13;&#10;company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other &#13;&#10;enterprise. &#13;&#10; &#13;&#10;Section 14A:3-5 of the New Jersey Business Corporation Act authorized the indemnification of directors and &#13;&#10;officers against liability incurred by reason of being a director or officer and against expenses (including attorneys fees) &#13;&#10;in connection with defending any action seeking to establish such liability, in the case of third-party claims, if the officer &#13;&#10;or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the &#13;&#10;corporation and if such officer or director shall not have been adjudged liable for negligence or misconduct, unless a &#13;&#10;court otherwise determines. Indemnification is also authorized with respect to any criminal action or proceeding where &#13;&#10;the officer or director had no reasonable cause to believe his conduct was unlawful. &#13;&#10; &#13;&#10;In accordance with Section 14A:2-7 of the New Jersey Business Corporation Act, our Certificate of Incorporation &#13;&#10;eliminates the personal liability of officers and directors to our company and to stockholders for monetary damage for &#13;&#10;violation of a director&#39;s duty owed to our company or our shareholders, under certain circumstances. &#13;&#10; &#13;&#10;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, &#13;&#10;officers, or persons controlling our company pursuant to the foregoing provisions, our company has been informed that &#13;&#10;in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in &#13;&#10;such Act and is therefore unenforceable. &#13;&#10;Item 7. Exemption From Registration Claimed.  &#13;&#10;Not applicable.  &#13;&#10;Item 8. Exhibits.  &#13;&#10;  &#13;&#10;Exhibit  Description &#13;&#10;   &#13;&#10;5.1  Opinion of Becker &amp; Poliakoff, LLP &#13;&#10;   &#13;&#10;10.1 &#13;&#10; &#13;&#10;2016 Omnibus Equity Incentive Plan (incorporated by reference herein to Exhibit A to the Company&#8217;s &#13;&#10;definitive Proxy Statement dated January 15, 2016). &#13;&#10;   &#13;&#10;23.1    Consent of WithumSmith+Brown, PC    &#13;&#10;  &#13;&#10;23.2  Consent of Aronson LLC &#13;&#10;   &#13;&#10;23.3    Consent of Becker &amp; Poliakoff, LLP (included in Exhibit 5.1 hereto) &#13;&#10;  &#13;&#10;24.1    Power of Attorney (included on the signature page to this Registration Statement) &#13;&#10;Item 9. Undertakings.  &#13;&#10;  &#13;&#10;  (a) We hereby undertake:  &#13;&#10;(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this &#13;&#10;Registration Statement,  &#13;&#10; &#13;&#10;(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended &#13;&#10;(the &#8220;Securities Act&#8221;);  &#13;&#10;(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration &#13;&#10;Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a &#13;&#10;fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any &#13;&#10;increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that &#13;&#10;&#13;&#10;</FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white"> 5 &#13;&#10;which was registered) and any deviation from the low or high end of the estimated maximum offering range may be &#13;&#10;reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in &#13;&#10;volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the &#13;&#10;&#8220;Calculation of Registration Fee&#8221; table in the effective registration statement; and &#13;&#10;(iii) to include any material information with respect to the plan of distribution not previously &#13;&#10;disclosed in the Registration Statement or any material change to such information in the Registration Statement;  &#13;&#10;provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a &#13;&#10;post-effective amendment by those paragraphs is contained in periodic reports filed by us pursuant to Section 13 or &#13;&#10;Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.  &#13;&#10;(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective &#13;&#10;amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering &#13;&#10;of such securities at that time shall be deemed to be the initial bona fide offering thereof.  &#13;&#10;(3) To remove from registration by means of a post-effective amendment any of the securities being &#13;&#10;registered which remain unsold at the termination of the offering.  &#13;&#10;(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the &#13;&#10;Securities Act, each filing of the Registrant&#8217;s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange &#13;&#10;Act (and, where applicable, each filing of an employee benefit plan&#8217;s annual report pursuant to Section 15(d) of the &#13;&#10;Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration &#13;&#10;statement, relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be &#13;&#10;the initial bona fide offering thereof.  &#13;&#10;(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers &#13;&#10;and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in &#13;&#10;the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, &#13;&#10;therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by &#13;&#10;us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any &#13;&#10;action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities &#13;&#10;being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit &#13;&#10;to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed &#13;&#10;in the Securities Act and will be governed by the final adjudication of such issue.  &#13;&#10; &#13;&#10;&#13;&#10;</FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white"> 6 &#13;&#10;SIGNATURES &#13;&#10; &#13;&#10;Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has &#13;&#10;reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this &#13;&#10;Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, &#13;&#10;State of Georgia, on July 27, 2016.  &#13;&#10; &#13;&#10;  DLH HOLDINGS CORP. &#13;&#10;    &#13;&#10;  By:  /s/ Kathryn M. JohnBull   &#13;&#10;  Kathryn M. JohnBull &#13;&#10;  Chief Financial Officer   &#13;&#10; &#13;&#10;POWER OF ATTORNEY  &#13;&#10; &#13;&#10;KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and &#13;&#10;appoints Zachary C. Parker his or her true and lawful attorney-in-fact and agent, with full power of substitution and &#13;&#10;resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all &#13;&#10;amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits &#13;&#10;thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said &#13;&#10;attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing &#13;&#10;requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in &#13;&#10;person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his &#13;&#10;substitutes or substitute, may lawfully do or cause to be done by virtue hereof.  &#13;&#10; &#13;&#10;Pursuant to the requirements of the Securities Act of 1933, as amended this Registration Statement has been signed &#13;&#10;by the following persons in the capacities and on the dates indicated.  &#13;&#10; &#13;&#10;Name   Title   Date &#13;&#10;          &#13;&#10;     &#13;&#10; /s/ Frederick G. Wasserman   Chairman of the Board   July 27, 2016 &#13;&#10;Frederick G. Wasserman        &#13;&#10;     &#13;&#10;        &#13;&#10;/s/ William H. Alderman   Director   July 27, 2016 &#13;&#10;William H. Alderman        &#13;&#10;     &#13;&#10;         &#13;&#10;/s/ Martin J. Delaney   Director   July 27, 2016 &#13;&#10;Martin J. Delaney        &#13;&#10;     &#13;&#10;         &#13;&#10;/s/ Elder Granger, M.D.   Director   July 27, 2016 &#13;&#10;Elder Granger, M.D.        &#13;&#10;     &#13;&#10;         &#13;&#10;/s/ Frances M. Murphy   Director     July 27, 2016 &#13;&#10;Frances M. Murphy, M.D.       &#13;&#10;         &#13;&#10;     &#13;&#10;/s/ Austin J. Yerks, III  Director  July 27, 2016 &#13;&#10;Austin J. Yerks III     &#13;&#10;     &#13;&#10;     &#13;&#10;/s/ Zachary C. Parker   Chief Executive Officer, President   July 27, 2016 &#13;&#10;Zachary C. Parker &#13;&#10; &#13;&#10;and Director   &#13;&#10; &#13;&#10; &#13;&#10;   &#13;&#10; &#13;&#10; &#13;&#10;   &#13;&#10;&#13;&#10;</FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white"> 7 &#13;&#10;/s/ Kathryn M. JohnBull &#13;&#10; &#13;&#10;   &#13;&#10;Kathryn M. JohnBull   Chief Financial Officer and &#13;&#10;Principal Accounting Officer   &#13;&#10;  July 27, 2016 &#13;&#10; &#13;&#10;  &#13;&#10;&#13;&#10;</FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white"> 8 &#13;&#10; &#13;&#10;INDEX TO EXHIBITS  &#13;&#10;  &#13;&#10;Exhibit  Description &#13;&#10;   &#13;&#10;5.1  Opinion of Becker &amp; Poliakoff, LLP &#13;&#10;   &#13;&#10;10.1 &#13;&#10; &#13;&#10;2016 Omnibus Equity Incentive Plan (incorporated by reference herein to Exhibit A to the Company&#8217;s &#13;&#10;definitive Proxy Statement dated January 15, 2016). &#13;&#10;   &#13;&#10;23.1    Consent of WithumSmith+Brown, PC    &#13;&#10;  &#13;&#10;23.2  Consent of Aronson LLC &#13;&#10;   &#13;&#10;23.3    Consent of Becker &amp; Poliakoff, LLP (included in Exhibit 5.1 hereto) &#13;&#10;  &#13;&#10;24.1    Power of Attorney (included on the signature page to this Registration Statement) &#13;&#10;  &#13;&#10; &#13;&#10;&#13;&#10;</FONT></DIV>
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{"company-data": {"conformed-name": "DLH Holdings Corp.", "cik": "0000785557", "assigned-sic": "7363", "irs-number": "221899798", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-212702", "film-number": "161786813"}, "business-address": {"street1": "1776 PEACHTREE STREET, N.W.", "city": "ATLANTA", "state": "GA", "zip": "30309", "phone": "8669521647"}, "mail-address": {"street1": "1776 PEACHTREE STREET, N.W.", "city": "ATLANTA", "state": "GA", "zip": "30309"}, "former-company": [{"former-conformed-name": "TEAMSTAFF INC", "date-changed": "19990216"}, {"former-conformed-name": "DIGITAL SOLUTIONS INC", "date-changed": "19920703"}]}
dlhcs82016july27
As filed with the Securities and Exchange Commission on July 27, 2016 
Registration No. 333- _________ 
 
UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  
 
 
FORM S-8  
 
REGISTRATION STATEMENT UNDER  
THE SECURITIES ACT OF 1933  
 
DLH Holdings Corp.  
(Exact name of Registrant as specified in its charter)   
 
  
New Jersey   22-1899798 
(State or other jurisdiction of 
incorporation or organization)   
(I.R.S. Employer 
Identification Number) 
 
3565 Piedmont Road, NE 
Building 3, Suite 700 
Atlanta, Georgia 30305 
(866) 952-1647 
 (Address, including zip code, and telephone number, including area 
code, of principal executive offices) 
 
2016 Omnibus Equity Incentive Plan  
(Full title of the Plan)  
 
Kathryn M. JohnBull 
Chief Financial Officer 
DLH Holdings Corp. 
3565 Piedmont Road, NE 
Building 3, Suite 700 
Atlanta, Georgia 30305 
(866) 952-1647 
 
Copies of all communications, including all communications sent to the agent for service, should be sent to:  
Victor J. DiGioia, Esq. 
Michael A. Goldstein, Esq. 
Becker & Poliakoff, LLP 
45 Broadway 
New York, New York 10006 
(212) 599-3322 
(Name and address, including zip code and telephone 
number, including area code, of agent for service)
2 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a 
smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting 
company" in Rule 12b2 of the Exchange Act.  
  
   
Large accelerated filer     Accelerated filer   
  
Non-accelerated filer     Smaller reporting company   
(Do not check if a smaller reporting company)    
 
 
CALCULATION OF REGISTRATION FEE 
 
 
Title of Each Class of Securities to be Registered 
  
 
Amount of 
Shares to be 
Registered (1) 
 Proposed 
Maximum 
Offering 
Price 
Per Share (2) 
  
 
Proposed Maximum 
Aggregate Offering 
Price 
  
 
Amount of 
Registration 
Fee 
         
Common Stock, par value $0.001 per share  1,000,000  $5.20  $5,200,000   $523.64   
Total  1,000,000     $5,200,000    $523.64    
 
(1) This Registration Statement covers 1,000,000 shares of common stock issuable under the Registrant's 2016 Omnibus 
Equity Incentive Plan (the "Plan"). Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement 
shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock 
dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which 
results in an increase in the number of outstanding shares of the Registrant's common stock. 
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457 (h) under the 
Securities Act of 1933, as amended. The Proposed Maximum Offering Price Per Share is based on the average of the 
reported high ($5.45) and low ($4.95) sales prices for the Registrant's common stock reported on the Nasdaq Stock 
Market on July 25, 2016.
3 
PART I  
Information Required in the Section 10(a) Prospectus 
Explanatory Note 
This Registration Statement on Form S-8 is being filed for the purpose of registering an aggregate of 1,000,000 
shares of common stock of the Registrant to be issued pursuant to the Registrant's 2016 Omnibus Equity Incentive Plan 
(the "Plan").    
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 employees as specified by 
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with 
the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as 
prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by 
reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that 
meets the requirements of Section 10(a) of the Securities Act.  
PART II  
Information Required in the Registration Statement  
Item 3. Incorporation of Documents by Reference.  
The Commission allows us to incorporate by reference the information we file with it, which means that we can 
disclose important information to you by referring to those documents. The information incorporated by reference is an 
important part of this Registration Statement, and information that we file later with the Commission will automatically 
update and supersede this information. We incorporate by reference the following documents we have filed, or may file, 
with the Commission:  
  
  (1) Our Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the Commission on 
December 16, 2015;  
  
  
  (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year 
covered by Registrant's latest annual report referred to in (1) above. 
 
 (3) A description of our common stock contained in our registration statement on Form 8-A filed April 27, 1990. 
All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities 
covered hereby then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and are 
a part hereof from the date of filing of such documents.  
Any information that we later file with the Commission will automatically update and supersede the information 
and statements contained in a document incorporated or deemed to be incorporated by reference herein. Any such 
information or statement so modified or superseded will not be deemed, except as so modified or superseded, to 
constitute part of this Registration Statement. Under no circumstances will any information filed under items 2.02 or 
7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.  
Item 4. Description of Securities.  
Not applicable.  
Item 5. Interests of Named Experts and Counsel.  
 
 As of the date of this Registration Statement, principals of Becker & Poliakoff, LLP beneficially own shares of 
the Registrant's common stock.
4 
Item 6. Indemnification of Directors and Officers.  
 
Our By-Laws require us to indemnify, to the full extent authorized by Section 14A:3-5 of the New Jersey Business 
Corporation Act, any person with respect to any civil, criminal, administrative or investigative action or proceeding 
instituted or threatened by reason of the fact that he, his testator or intestate is or was a director, officer or employee of 
our company or any predecessor of our company is or was serving at the request of our company or a predecessor of our 
company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other 
enterprise. 
 
Section 14A:3-5 of the New Jersey Business Corporation Act authorized the indemnification of directors and 
officers against liability incurred by reason of being a director or officer and against expenses (including attorneys fees) 
in connection with defending any action seeking to establish such liability, in the case of third-party claims, if the officer 
or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the 
corporation and if such officer or director shall not have been adjudged liable for negligence or misconduct, unless a 
court otherwise determines. Indemnification is also authorized with respect to any criminal action or proceeding where 
the officer or director had no reasonable cause to believe his conduct was unlawful. 
 
In accordance with Section 14A:2-7 of the New Jersey Business Corporation Act, our Certificate of Incorporation 
eliminates the personal liability of officers and directors to our company and to stockholders for monetary damage for 
violation of a director's duty owed to our company or our shareholders, under certain circumstances. 
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, 
officers, or persons controlling our company pursuant to the foregoing provisions, our company has been informed that 
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in 
such Act and is therefore unenforceable. 
Item 7. Exemption From Registration Claimed.  
Not applicable.  
Item 8. Exhibits.  
  
Exhibit  Description 
   
5.1  Opinion of Becker & Poliakoff, LLP 
   
10.1 
 
2016 Omnibus Equity Incentive Plan (incorporated by reference herein to Exhibit A to the Company's 
definitive Proxy Statement dated January 15, 2016). 
   
23.1    Consent of WithumSmith+Brown, PC    
  
23.2  Consent of Aronson LLC 
   
23.3    Consent of Becker & Poliakoff, LLP (included in Exhibit 5.1 hereto) 
  
24.1    Power of Attorney (included on the signature page to this Registration Statement) 
Item 9. Undertakings.  
  
  (a) We hereby undertake:  
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this 
Registration Statement,  
 
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended 
(the "Securities Act");  
(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration 
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that
5 
which was registered) and any deviation from the low or high end of the estimated maximum offering range may be 
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in 
volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the 
"Calculation of Registration Fee" table in the effective registration statement; and 
(iii) to include any material information with respect to the plan of distribution not previously 
disclosed in the Registration Statement or any material change to such information in the Registration Statement;  
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in periodic reports filed by us pursuant to Section 13 or 
Section 15(d) of the Exchange Act that are incorporated by reference 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.  
(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 this 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, we have been advised that in 
the opinion of the Commission 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 
us of expenses incurred or paid by one of our directors, officers or controlling persons 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, we 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.
6 
SIGNATURES 
 
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 Atlanta, 
State of Georgia, on July 27, 2016.  
 
  DLH HOLDINGS CORP. 
    
  By:  /s/ Kathryn M. JohnBull   
  Kathryn M. JohnBull 
  Chief Financial Officer   
 
POWER OF ATTORNEY  
 
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and 
appoints Zachary C. Parker his or her true and lawful attorney-in-fact and agent, with full power of substitution and 
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits 
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing 
requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his 
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.  
 
Pursuant to the requirements of the Securities Act of 1933, as amended this Registration Statement has been signed 
by the following persons in the capacities and on the dates indicated.  
 
Name   Title   Date 
          
     
 /s/ Frederick G. Wasserman   Chairman of the Board   July 27, 2016 
Frederick G. Wasserman        
     
        
/s/ William H. Alderman   Director   July 27, 2016 
William H. Alderman        
     
         
/s/ Martin J. Delaney   Director   July 27, 2016 
Martin J. Delaney        
     
         
/s/ Elder Granger, M.D.   Director   July 27, 2016 
Elder Granger, M.D.        
     
         
/s/ Frances M. Murphy   Director     July 27, 2016 
Frances M. Murphy, M.D.       
         
     
/s/ Austin J. Yerks, III  Director  July 27, 2016 
Austin J. Yerks III     
     
     
/s/ Zachary C. Parker   Chief Executive Officer, President   July 27, 2016 
Zachary C. Parker 
 
and Director
7 
/s/ Kathryn M. JohnBull 
 
   
Kathryn M. JohnBull   Chief Financial Officer and 
Principal Accounting Officer   
  July 27, 2016
8 
 
INDEX TO EXHIBITS  
  
Exhibit  Description 
   
5.1  Opinion of Becker & Poliakoff, LLP 
   
10.1 
 
2016 Omnibus Equity Incentive Plan (incorporated by reference herein to Exhibit A to the Company's 
definitive Proxy Statement dated January 15, 2016). 
   
23.1    Consent of WithumSmith+Brown, PC    
  
23.2  Consent of Aronson LLC 
   
23.3    Consent of Becker & Poliakoff, LLP (included in Exhibit 5.1 hereto) 
  
24.1    Power of Attorney (included on the signature page to this Registration Statement)