SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
December 19, 1994
CACI International Inc
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(Exact name of registrant as specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
0-8401
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(Commission File Number)
54-1345888
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(IRS Employer Identification No.)
1100 N. Glebe Road
Arlington, Virginia 22201
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(Address of principal executive offices)(Zip Code)
(703) 841-7800
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS.
As previously reported in the Company's Quarterly Report on Form 10-Q for the
quarter ending September 30, 1994, the Company reached agreement on the terms
of settlement for two pending shareholder suits against the Company and
certain of its directors entitled CHRYSOGELOS v. LONDON, et al., and PFIRMAN
v. LONDON, et al. By orders dated November 15, 1994, and December 1, 1994,
respectively, the Delaware Chancery Court and the Federal District Court for
the District of Columbia decreed that all issues of the litigations have been
resolved by the settlement, and ordered that the cases be dismissed on the
merits with prejudice.
Under the terms of the final settlement, the Company agreed to: (1) amend its
By-laws to change the size of its Board of Directors from seven (7) to a
number between five (5) and nine (9) as a majority of the Board plus one may
set (accomplished December, 1993); (2) elect six mutually-acceptable
candidates to the Board (accomplished December, 1993); (3) establish a fund
of up to $600,000 available on a claims-made basis to pay a portion of any
loss as defined by the settlement documents suffered by those who sold Common
Stock between April 26, 1990 and December 1, 1990; (4) undertake a self-
tender for 1.3 million shares at $6.00 per share if the average closing price
of the Company's stock is below $6.00 per share for twenty consecutive
trading days before February 28, 1995; and (5) reimburse the plaintiffs for
their reasonable legal fees and expenses up to a total of $598,000.
A copy of the Company's December 19, 1994 Press Release regarding court
acceptance of final settlement, and copies of the final orders executed by
both courts are attached as Exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(99) (a) Press Release dated December 19, 1994 announcing court acceptance
of final settlement terms;
(b) Final Order and Judgment of the Delaware Chancery Court in Civil
Action No. 11910, CHRYSOGELOS v. LONDON, et al. dated November 15, 1994;
(c) Final Order of the United States District Court for the District
of Columbia, Civil Action No. 3119, PFIRMAN v. LONDON, et al. dated December
1, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CACI International Inc
- - - ------------------------------
(Registrant)
By: \s\ Dated: Dec. 19, 1994
- - - ------------------------------
Jeffrey P. Elefante
Sr. Vice President, General Counsel &
Corporate Secretary
Exhibit 99-a
December 19, 1994
CACI International Inc Announces Court Approval of
Settlement of Shareholder Suits Filed in Early 1991
Arlington, VA - CACI International Inc (NASDAQ: CACI) announced today that
both the Delaware Chancery Court and the United States District Court for the
District of Columbia have accepted the proposed settlement of two shareholder
lawsuits originally filed in Delaware and the District of Columbia in early
1991 on the terms previously announced.
By orders dated November 15, 1994 and December 1, 1994, respectively, the
Delaware Chancery Court and the Federal District Court decreed that all
issues of the litigations have been resolved by the settlement and ordered
that the cases be dismissed. In the quarter ended September 30, 1993, the
Company reported a $300,000 extraordinary charge against earnings that will
cover the cost of the settlement.
CACI Chairman and CEO, Jack London, said, "We are pleased to have reached a
final settlement of these matters. While the settlement does not acknowledge
any wrongdoing on the part of the Board of Directors on any aspect of the
suits, the Board believes that the settlement will allow the Company to
concentrate its efforts on building the Company going forward."
CACI is an international information technology products and services
corporation. The company specializes in developing and integrating systems,
software, and simulation products in support of government agencies and
commercial enterprises worldwide.
For further information, contact:
Samuel R. Strickland Douglas Poretz
CACI International Inc Poretz Ltd.
(703) 841-7800 (703) 506-1778
EXHIBIT 99-b
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- - - --------------------------------------------
JOHN CHRYSOGELOS, on Behalf of Himself )
and All Others Similarly Situated, )
)
Plaintiff, )
)
- against - )
)
J.P. LONDON, JOHN DeNIGRIS, THOMAS H. )
MOORER, JOHN H. BAKER, PAUL J. COLEMAN, ) Civil Action No. 11910
J.H. BERKSON, and WARREN R. PHILLIPS )
)
Defendants, )
)
- and - )
)
CACI INTERNATIONAL INC., a )
Delaware Corporation, )
)
Nominal Defendant. )
- - - --------------------------------------------
FINAL ORDER AND JUDGMENT
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A hearing having been held before this Court of November 15, 1994,
pursuant to this Court's Order of August 16, 1994, 1994 (the "Scheduling
Order"), upon a Stipulation and Agreement of Compromise and Settlement, dated
July 1994 (the "Stipulation"), of the above-captioned action (the "Action"),
which is incorporated herein by reference; it appearing that due notice of
said hearing has been given in accordance with the aforesaid Scheduling
Order; the respective parties having appeared by their attorneys of record;
the Court having heard and considered evidence in support of the proposed
Settlement; the attorneys for the respective parties having been heard; an
opportunity to be heard having been given to all other persons requesting to
be heard in accordance with the Scheduling Order; the Court having determined
that notice to the Class Members and Shareholders pursuant to the aforesaid
Scheduling Order was adequate and sufficient; and the entire matter having
been heard and considered by the Court;
IT HEREBY IS ORDERED, ADJUDGED AND DECREED this 15th day of November,
1994, that:
1. Notice to the Class pursuant to Chancery Rule 23(d) and notice to
CACI shareholders pursuant to Chancery Rule 23.1, has been given in an
adequate and sufficient manner, constituting the best notice practicable,
complying in all respects with such Rules and due process, including, but not
limited to, the forms of notice and the methods of identifying and giving
notice.
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2. Pursuant to Court of Chancery Rules 23(a), 23(b)(1) and (2) and
23.1:
(a) the Court finds that (i) the Class, as defined below is so
numerous that joinder of all members is impracticable, (ii) there are
questions of law and fact common to the Class, (iii) the claims of the
plaintiffs are typical of the claims of the Class, and (iv) the plaintiffs
will fairly and adequately protect the interests of the Class;
(b) the action is hereby certified as a class action on behalf of all
persons who owned CACI Class A common stock at any time during the period on
and from April 26, 1990, through and including December 1, 1990, in each case
excluding CACI, the Individual Defendants, the officers and directors of CACI
during any period of fiscal year 1990 or any portion thereof, members of
their immediate families, subsidiaries or other corporations under common
control, successors and assigns (the "Class" and each member of the Class A
"Class Member");
(c) plaintiffs are hereby certified as Class representatives and their
respective counsel are certified as Class Counsel; and
(d) the Court finds that plaintiffs, with their respective counsel,
will fairly and adequately enforce the derivative claims brought on behalf of
CACI; and
(e) the Court finds that the requirements of Court of Chancery Rules
23(b)(1) and (2) and 23.1 have been satisfied.
3. The proposed Settlement is approved as fair, reasonable, adequate,
and in the best interests of the shareholders of CACI and the Class, and
shall be consummated in accordance with its terms and conditions.
4. This Action is dismissed with prejudice and on the merits and
without award of court costs, and all Released Claims, as defined in the
Stipulation, hereby are extinguished.
5. Plaintiffs and each and every shareholder and Class Member are
permanently barred and enjoined from asserting directly, individually,
derivatively or in any other capacity against Defendants or any of them (or
any of the other Released Parties mentioned in the Stipulation) any and all
of the Released Claims or any claim, right, demand or cause of action which
could have been asserted based upon a Released Claim.
6. Neither this Final Judgment nor the Stipulation is an admission or
concession by any of the Defendants of any actual or potential fault,
omission, liability or wrongdoing. This Judgment is not a finding of the
validity or invalidity of any claims in the actions or of any wrongdoing by
any of the Defendants. Neither this Judgment nor the Stipulation or the fact
of settlement, nor settlement proceedings, nor the settlement negotiations,
nor any related document shall be used as an admission of any actual or
potential fault or omission by any person or be offered or received in
evidence as an admission, concession, presumption or inference against any
party in any proceeding other than such proceedings as may be necessary to
consummate or enforce the Stipulation of Settlement.
7. Plaintiff's counsel are awarded the sum of $550,000 as legal fees
and $48,000 as reimbursement of their out-of-pocket expenses. Such sums
shall be allocated by Plaintiffs' counsel among those Plaintiffs' counsel who
have contributed to the settlement in such proportion as Plaintiffs' counsel
determine is fair and equitable.
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8. Without affecting the finality of this Final Order and Judgment in
any way, this Court reserves jurisdiction over all matters relating to the
administration and consummation of this settlement.
/s/
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Vice Chancellor
EXHIBIT 99-c
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
- - - --------------------------------------------
LARRY L. PFIRMAN, on behalf of Himself ) FILED
and All Others Similarly Situated, ) DEC 1 1994
)
Plaintiff, ) CLERK, U.S. DISTRICT COURT
) DISTRICT OF COLUMBIA
- against - )
)
J.P. LONDON, JOHN DeNIGRIS, THOMAS H. )
MOORER, JOHN H. BAKER, PAUL J. COLEMAN, ) Civil Action No.
J.H. BERKSON, and WARREN R. PHILLIPS, and ) 90-3119
CACI INTERNATIONAL, INC. )
)
Defendants, ) (Hon. Thomas Penfield
) Jackson)
- and - )
)
CACI INTERNATIONAL, INC., a )
Delaware Corporation, )
)
Nominal Defendant. )
- - - --------------------------------------------
FINAL ORDER
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Upon consideration of the parties' joint motion to dismiss, the Court
recognizes that the issues in this case have been settled by a Stipulation
and Agreement of Compromise and Settlement, dated July 1994 (the
"Settlement"), which was approved by the Court in CHRYSOGELOS V. LONDON, et
al., Civil Action No. 11910 (Del. Ct. Chancery) on November 15, 1994.
THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED this 1st day of
December 1994, that:
1. The Settlement has resolved all outstanding issues in this case.
2. This Action therefore is dismissed with prejudice and on the merits
and without award of court costs.
3. This Order shall be effective on December 16, 1994 unless the
parties inform the Court on or before December 15, 1994 that the Order
approving the settlement of CHRYSOGELOS V. LONDON has not become final.
/s/
----------------------------
THOMAS PENFIELD JACKSON
United States District Judge
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List of Counsel Entitled to Notification:
Herbert Milstein, Esquire
Cohen, Milstein, Hausfeld & Toll
1100 New York Avenue, N.W.
West Tower - Suite 500
Washington, DC 20005
Robert N. Kaplan, Esquire
Frederic S. Fox, Esquire
Kaplan, Kilsheimer & Fox
685 Third Avenue
New York, NY 10017
I. Stephen Rabin, Esquire
Law offfices of I. Stephen Rabin
685 Third Avenue
New York, NY 10017
Ellyn R. Weiss, Esquire
Foley, Hoag & Eliot
1615 L Street, N.W.
Washington, DC 20036
John H. Henn, Esquire
Brandon F. White, Esquire
Foley, Hoag & Eliot
One Post Office Square
Boston, MA 02109
Calvin H. Cobb, Jr., Esquire
J. William Koegel, Jr., Esquire
Steptoe & Johnson
1330 Connecticut Avenue, N.W.
Washington, DC 20036
