CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
---------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
---------------
This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of CACI International Inc (the "Company") to
be used at the Annual Meeting of Stockholders (the "Annual Meeting") of the
Company to be held on November 17, 1994. This Proxy Statement is being mailed
on or about October 7, 1994. The presence of a stockholder at the Annual
Meeting or any adjournment thereof will not automatically revoke such
stockholder's proxy. However, any stockholder furnishing a proxy has the power
to revoke it by furnishing written notice to the Secretary of the Company, by
delivery to the Company of a proxy bearing a later date, or by voting in
person at the Annual Meeting. A proxy card is enclosed for your use in
connection with the Annual Meeting. The shares represented by each properly
signed and returned proxy will be voted in accordance with the instructions
marked thereon or, in the absence of instructions, the proxy will be voted:
FOR the Board of Directors' nominees for election to the Company's Board
of Directors; and FOR the ratification of the appointment of Deloitte &
Touche LLP as independent auditors.
The Board does not expect that any matters other than those set forth in the
Notice of the Annual Meeting will be brought before the Meeting. If any other
matters properly come before the Meeting, the persons named in the
accompanying proxy will vote the shares represented by all properly executed
proxies on such matters in accordance with their judgment.
The close of business on October 3, 1994, has been fixed as the record date
for the determination of the stockholders entitled to notice of and to vote at
the Meeting. At the close of business on October 3, 1994, the Company had
9,988,960 shares of Common Stock outstanding.
Pursuant to the terms of the Company's Charter, on October 17, 1993 its Common
Stock ceased being classified as Class A Common Stock and Class B Common
Stock, with all shares of both Class A and Class B Common Stock being
automatically converted to an equal number of shares of Common Stock. From
that date forward no shares of Class B Common Stock are authorized to exist or
to be issued. Further, following the automatic conversion, the old Class A
and Class B stock certificates constitute evidence of ownership of Common
Stock shares, and all holders of outstanding certificates representing any
shares of Class A or Class B Common Stock are entitled to surrender such
certificates to the Company and receive a certificate or certificates
representing an equal number of full shares of Common Stock.
<PAGE>
Page 2
ELECTION OF DIRECTORS
Eight (8) directors are to be elected to hold office until the next Annual
Meeting of Stockholders and until their respective successors are elected.
The affirmative vote of the holders of a majority of the shares entitled to
vote and be present or represented at the Annual Meeting will be required to
elect each of the nominees.
Unless authority is withheld or a vote is abstained on the proxy card, the
persons named in the accompanying proxy will vote the shares of Common Stock
represented by the proxy FOR the election of the eight nominees listed below.
Consistent with the Company's Charter and pursuant to corporation law of the
State of Delaware, the total votes received, including abstentions, will be
counted for purposes of determining a quorum. Broker non-votes will be
counted towards determining a quorum but will not be counted as voting for any
candidate. All of the nominees are currently members of the Board of
Directors (the "Board"). The Company has no reason to believe that any of the
nominees will be unable or unwilling to serve. In the event that any nominee
is not available or should decline to serve, the persons named in the proxies
will vote for the others and will vote for such other person(s) as they, in
their discretion, may decide.
NOMINEES
Listed below are the nominees for director, with information showing the age
of each, the year each was first elected as a director of the Company, and the
business affiliation of each. Seven (7) of the eight (8) nominees are outside
directors.
Outside Directors
Paul J. Coleman, Jr., 62. Director of the Company since 1990. Director of
the National Institute for Global Environmental Change, University of
California, and Professor of Space Physics, University of California at Los
Angeles. Outside Director, Lasertechnics, Inc. (manufacturer of laser
printers and industrial laser marking machines), Applied Electron Corporation
(producer of solid state sensors), and Fairchild Space and Defense Corporation
(space and defense systems, subsystems, and services); Co-Founder and former
Director, University Technology Transfer, Inc.; President, Chief Executive
Officer and Trustee, Universities Space Research Association; Trustee:
American Technology Initiative, Inc., and International Small Satellite
Organization. Appointed to National Commission on Space by President Reagan
in 1985, and to Space Policy Advisory Board by Vice President Quayle in 1991.
Consultant to major aerospace and technology organizations in government and
industry. Awarded Exceptional Scientific Achievement Medals by NASA for
contributions to the exploration of the solar system (1972) and the moon
(1976). Ph.D., space physics, UCLA.
Alan S. Parsow, 44. Director of the Company since 1993. Private investor.
General Partner, Parsow Partnership, Ltd. (investments), 1987-present.
General Partner, Elkhorn Partners Limited Partnership (investments), 1989-
present. Vice President, Parsow's Fashions For Men (retailing), 1987-present;
Director, FundTrust, Inc. (mutual fund), 1984-present. Former Director,
Campbell Resources, Orange Co., and National Lampoon.
Larry L. Pfirman, 48. Director of the Company since 1993. Private investor.
<PAGE>
Page 3
Founder, Chairman, and Chief Executive Officer, Tara Lee Sportswear,
Inc.(clothing manufacturer), 1978-present. Founder and Chairman, Spectro Knit
Mfg. Co. (clothing manufacturer), 1978-present.
Warren R. Phillips, 53. Director of the Company since 1974. Executive Vice
Chairman, Moscow/Maryland, Inc. (formerly, Soviet American Venture Initiatives
(US-USSR); Chairman, GETF (environmental technology); University of Maryland,
Professor and other senior posts. Consulting in National Defense, Political
Sciences, Information Systems, Foreign Affairs, International Relations,
Simulation and Crisis Management, Quantitative Analysis: Department of State,
Department of Defense, Arms Control and Disarmament Agency, Maryland State
Legislature, USAID, IBM, Ford Foundation, Bendix Corporation, RAND
Corporation, Arthur Young. Ph.D., University of Hawaii-Political Sciences.
Charles P. Revoile, 60. Director of the Company since 1993. Private investor.
Legal and business consultant, 1992-present. Senior Vice President, General
Counsel and Secretary, CACI International Inc, 1985-1992 (retired 1992). Vice
President and General Counsel, Stanwick Corporation, 1971-1985.
William K. Sacks, 41. Director of the Company since 1993. Self-employed,
management consultant and investment banking, 1991 to present. Senior Vice
President and Chief Financial Officer, Security Pacific Merchant Bank
(financial services), 1989-1991. Senior Vice President and Chief Financial
Officer, First Interstate Investment Services, Inc. (investment management),
1985-1989.
John M. Toups, 68. Director of the Company since 1993. Outside Director,
Halifax Corporation, NVR, Inc. Chairman of the Board and Chief Executive
Officer, The National Bank of Washington and Washington Bancorp, 1990.
President and Chief Executive Officer, PRC, Inc., 1978-1987, Chairman and
Chief Executive Officer, PRC, Inc., 1985-1987. Trustee and former President
of the Board of Trustees, George Mason University Foundation. Trustee and
former President, Northern Virginia Health System Foundation Board of
Trustees. Director and past President, Professional Services Council Board of
Directors. Past Director, PRC, Inc., Emhart Corporation, Washington Bancorp,
Washington Gas Light Company, Comsite International, and Guest Services.
Management Director
Dr. J.P. London, 57. Chairman of the Board, President and Chief Executive
Officer. Elected Chairman, April 1990. Director of the Company since 1981.
Joined CACI 1972, developed the firm's extensive work in advanced information
systems, systems engineering and logistics sciences. Vice President 1975,
Senior Vice President 1977, Executive Vice President 1979, Operating Division
President 1982, President and CEO 1984. B.S., U.S. Naval Academy,
Engineering; M.S., U.S. Naval Postgraduate School-Operations Research;
Doctorate, George Washington University, Business Administration, conferred
"with distinction".
<PAGE>
Page 4
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board held nine meetings during the fiscal year ended June 30,
1994. Each director, while acting as director, attended at least 75% of the
total number of meetings held by the Board and committees of the Board on
which he served.
The Board had a Compensation Committee, an Executive Committee, an Audit
Committee, and an Investor Relations Committee during fiscal 1994.
During fiscal 1994, the Compensation Committee consisted of Director Coleman
and Admiral Thomas H. Moorer, USN (Retired), until Admiral Moorer's retirement
from the Board on December 17, 1993. From December 17, 1993 until the end of
the fiscal year, the Compensation Committee consisted of Directors Coleman,
Sacks and Toups. Director Robert M. Fifer was also designated as a member of
the Compensation Committee before his resignation from the Board in December
1993, although the committee did not meet during his tenure. The Compensation
Committee administers the Company's 1986 Employee Stock Incentive Plan,
determines the benefits to be granted to key employees thereunder, and is
responsible for determining and making recommendations to the Board of
Directors regarding compensation to be paid to officers of the Company. The
Compensation Committee met seven times during fiscal 1994. A report of the
Compensation Committee regarding executive compensation appears below in this
Proxy Statement.
During fiscal 1994, the Executive Committee was composed of Directors London,
Coleman and Phillips, until December 17, 1993. From December 17, 1993 until
the end of the fiscal year, the Executive Committee consisted of Directors
London, Parsow, Pfirman, Phillips and Toups. The Executive Committee, which
met on six occasions during fiscal 1994, is responsible for providing Board
input and authorization necessary in the interim between full Board meetings,
and for identifying those items which merit consideration or action by the
entire Board. Three of the six meetings of the Executive Committee which were
held during fiscal 1994 were convened to consider a proposed merger of the
Company and COMARCO, Inc. prior to the termination of such merger discussions
in August 1993.
During fiscal 1994, the Audit Committee consisted of Directors James H.
Berkson, Phillips and Moorer, until the retirement of Director Berkson and
Moorer on December 17, 1993. From December 17, 1993 until the end of the
fiscal year, the Audit Committee consisted of Directors Pfirman, Phillips,
Revoile and Sacks. The Audit Committee is responsible for overseeing and
reviewing the Company's financial information which will be provided to
stockholders and others, the system of internal controls established by
management and the Board of Directors, and the annual audit conducted by the
independent accountants. The Audit Committee met three times during fiscal
1994.
An Investor Relations Committee was established in June 1992, to permit
stockholder input to the Board and enhance the ability of stockholders and the
Company to work together to move the Company forward and increase stockholder
value. The Investor Relations Committee, composed of Directors Coleman, Parsow
and Revoile, met on three occasions during fiscal 1994.
In addition to the above committees, the Board also has established certain
special committees in connection with the "Pfirman" and "Chrysogelos"
stockholder litigation and the efforts of the Board to work with stockholder
Alan S. Parsow to enhance stockholder value. A Special Litigation Committee,
Page 5
consisting of Directors Coleman, Phillips and former Directors Berkson and
Moorer, until their retirement from the Board on December 17, 1993, was
established in January, 1991 to address issues raised by the "Pfirman" and
"Chrysogelos" stockholder litigation, and a Special Independent Committee,
consisting of Directors Coleman, Phillips and former Director Moorer, until
his retirement from the Board on December 17, 1993, was established in
September, 1992 to explore ways to enhance stockholder value. The Special
Litigation Committee met on five occasions during fiscal 1994, and the Special
Independent Committee held three meetings during the year. A Nominating
Committee, consisting of Directors London and Phillips, with Director Coleman
replacing Dr. London in September 1993, was established in 1993 to consider
mutually acceptable candidates for the Board in connection with the
negotiation of a settlement of the "Pfirman" and "Chrysogelos" stockholder
suits. The Nominating Committee met once during fiscal year 1994.
<PAGE>
Page 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table provides information as of August 31, 1994, with respect
to beneficial ownership of the Company's Common Stock held by each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock.
<TABLE>
<CAPTION>
Amount of Beneficial
Ownership of Percent of
Beneficial Owner Common Stock Common Stock<F1>
- - --------------------------------------------------------------
<S> <C> <C>
Dr. J. P. London 943,076<F2> 9.5%
1100 North Glebe Road
Arlington, Virginia
22201
Parsow Partnership, Ltd. 1,200,800<F3> 12.0%
2222 Skyline Drive
Elkhorn, Nebraska
68022
Larry L. Pfirman 876,400<F4> 8.8%
601 Water Street
New Berlin, PA 17855
- - --------------------------
<FN>
<F1> The calculations include all shares that previously were reported as
Class B Common Stock. All options are treated as exercised for shares of
Common Stock.
<F2> Includes shares issuable upon the exercise of options within the next
six months. Dr. London holds options for 198,500 shares of Common Stock,
which are included in the table.
<F3> According to a Form 4 statement filed by Alan S. Parsow, this includes
75,000 shares of Common Stock beneficially owned by Elkhorn Partners Limited
Partnership, which shares the same address as Parsow Partnership, Ltd., 2222
Skyline Drive, Elkhorn, Nebraska 68022. Alan S. Parsow is the General Partner
of both Parsow Partnership Ltd. and Elkhorn Partners Limited Partnership.
<F4> Includes 95,400 shares of Common Stock beneficially owned by Mr.
Pfirman's wife, Deborah L. Pfirman.
</FN>
</TABLE>
<PAGE>
Page 7
The table on the following two pages provides information with respect to
beneficial ownership for each executive officer, each present director, each
director nominee, and for all executive officers and directors of the Company
as a group.
<TABLE>
<CAPTION>
Name of Beneficial Owner Amount of Beneficial Percent of
and Position Ownership of Common Stock Common Stock<F1>
- - ------------------------------------------------------------------------------
<S> <C> <C>
Dr. J.P. London 943,076<F2> 9.5%
CEO, Chairman and
Nominee
Joseph S. Annino 289,456<F3> 2.9%
Executive Officer
Gregory R. Bradford 85,000<F4> .9%
Executive Officer
Paul J. Coleman 963 *<F5>
Director and Nominee
Jeffrey P. Elefante 12,667<F6> 0.1%
Executive Officer
Ray J. Oleson 181,155<F7> 1.8%
Executive Officer
Alan S. Parsow 1,200,800<F8> 12.0%
Director and Nominee
Larry L. Pfirman 876,400<F9> 8.8%
Director and Nominee
Warren R. Phillips 14,000<F10> 0.1%
Director and Nominee
Charles P. Revoile 27,300<F11> 0.3%
Director and Nominee
William K. Sacks 1,000 *
Director and Nominee
Samuel R. Strickland 36,000<F12> 0.4%
Executive Officer
John M. Toups 3,000 *
Director and Nominee
</TABLE>
<PAGE>
Page 8
<TABLE>
<CAPTION>
Name of Beneficial Owner Amount of Beneficial Percent of
and Position Ownership of Common Stock Common Stock<F1>
- - ------------------------------------------------------------------------------
<S> <C> <C>
All Executive Officers and 3,670,817 36.8%
Present Directors as a Group
(13 in number)
<FN>
<F1> The calculations include all shares that previously were reported as
Class B Common Stock. All options are treated as exercised for shares of
Common Stock.
<F2> See Note 2 to the table of beneficial owners on page 6.
<F3> Includes 30,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F4> Includes 35,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F5> The asterisk (*) denotes that the individual holds less than one tenth
of one percent (0.1%) of Common Stock.
<F6> Includes 12,667 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F7> Includes 140,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F8> See Note 3 to the table of beneficial owners on page 6.
<F9> See Note 4 to the table of beneficial owners on page 6.
<F10> Includes 140,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F11> Includes 27,300 shares issuable upon the exercise of options prior to
December 31, 2000.
<F12> Includes 25,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
</FN>
</TABLE>
<PAGE>
Page 9
Section 16(a) Reporting
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Such officers, directors and stockholders are required by SEC
regulations to furnish the Company with copies of all such reports that they
file.
Based solely on a review of copies of reports filed with the SEC and of
written representations by certain officers and directors, all persons subject
to the reporting requirements of Section 16(a) filed the required reports on a
timely basis.
<PAGE>
Page 10
EXECUTIVE OFFICERS
The executive officers of the Company are Dr. J.P. London, Chairman of the
Board, President and Chief Executive Officer, and the following five persons
indicated in the table below. Executive officers are elected by the Board of
Directors and serve at the pleasure of the Board.
<TABLE>
<CAPTION>
Positions and Offices
Name, Age With the Company Principal Occupations, Past Five Years
- - -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Joseph S. President, President, CACI Products Company, 1988-present.
Annino, 61 CACI Products Company
Gregory R President, Marketing President, Marketing Systems Group since January
Bradford, 45 Systems Group; President 1994; President, CACI Limited since 1994;
and Managing Director, Managing Director, CACI Limited, 1986-present.
CACI Limited
Jeffrey P. Senior Vice President, Senior Vice President of the Company since July
Elefante, 48 General Counsel and 1992; General Counsel and Secretary of the
Secretary Company, February 1992; Vice President,
1988-1992; Assistant General Counsel, 1987-1992.
Ray J. President and Chief President and Chief Operating Officer, CACI, Inc.,
Oleson, 50 Operating Officer, 1990-present; President, CACI, INC. - FEDERAL
CACI, Inc. 1987-1990.
Samuel R. Executive Vice President, Executive Vice President, Chief Financial Officer,
Strickland, 44 Chief Financial Officer, Treasurer, and Director of Business Services of
Treasurer and Director the Company since May 1993; Senior Vice President
of Business Services and Chief Financial Officer of the Company, 1990-
1993; Senior Vice President and Chief Financial
Officer of C3, Inc., 1989-1990 (an Integrator of
Military and Commercial Hardware Systems); Vice
President and Controller of BDM International,
Inc., 1979-1989.
</TABLE>
<PAGE>
Page 11
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Compensation of Directors
During fiscal 1994, directors who were not employed by the Company or any of
its subsidiaries were compensated as follows for their participation in
meetings of the full Board of Directors and its committees of which they were
members:*
Full Board: Three Thousand Seven Hundred Fifty Dollars ($3,750) per quarter
plus expenses to cover up to six (6) meetings of the Board during the year,
plus One Thousand Dollars ($1,000) plus expenses for each additional meeting
above six (6) attended during the calendar year.
Audit Committee: One Thousand Five Hundred Dollars ($1,500) plus expenses
for each meeting attended.
Compensation Committee: One Thousand Five Hundred Dollars ($1,500) plus
expenses for each meeting attended.
Executive Committee: One Thousand Five Hundred Dollars ($1,500) semi-
annually plus expenses to cover up to six (6) meetings of the Executive
Committee during the year, plus Five Hundred Dollars ($500) plus expenses
for each additional meeting of two hours or less and One Thousand Five
Hundred Dollars ($1,500) plus expenses for each longer meeting above six (6)
that each attended during the calendar year.
Investor Relations Committee: One Thousand Five Hundred Dollars ($1,500)
plus expenses for each meeting attended.
Special Independent Committee: One Thousand Five Hundred Dollars ($1,500)
plus expenses for each meeting attended.
Special Litigation Committee: One Thousand Five Hundred Dollars ($1,500)
plus expenses for each meeting attended.
During fiscal 1995, directors who are not employed by the Company or any of
its subsidiaries will be compensated on the same basis as in fiscal 1994 for
their participation in meetings of the full Board and its committees of which
they are members.
Directors who are employees of the Company or one of its subsidiaries receive
no separate compensation for their services as directors, except for
reimbursement for expenses associated with attending meetings of the Board and
its committees.
Compensation of Executive Officers
The following table summarized compensation paid by the Company and its
- - -----------------------
* Except for Larry L. Pfirman, who, as part of the terms of a proposed
settlement of outstanding stockholder litigation, agreed to serve as Director
without payment of a fee for fiscal 1994. Mr. Pfirman, however, was
reimbursed for his expenses of attendance at meetings of the Board and its
committees.
<PAGE>
Page 12
subsidiaries to Dr. London, the Company's Chairman, President and Chief
Executive Officer, and the four other most highly compensated executive
officers of the Company during fiscal year ended June 30, 1994, compared with
the two previous fiscal years.
<PAGE>
Page 13
Summary of Executive Officer Compensation
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
- - ------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Other
Annual Restricted Annual
Compen- Stock LTIP Compen-
Name and Principal Fiscal Salary Bonus sation Award Options Payouts sation
Postion Year $ $ $ $ # $<F1> $<F2>
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. P. London 1994 $200,000 $250,000 - - - N/A $61,663
CEO/ 1993 188,133 15,318 - - - N/A 49,741
Chairman 1992 180,000 115,500 - - - N/A 58,604
R. J. Oleson 1994 $135,000 $303,724 - - - N/A $42,666
President/ 1993 135,000 26,778 - - - N/A 20,945
Chief Operating 1992 135,000 49,224 - - 25,000 N/A 24,280
Officer,
CACI, Inc.
G. R. Bradford 1994 $152,850<F3> $267,367 $75,000<F4> - - N/A $50,059
President/ 1993 161,307 65,451 75,000 - - N/A 51,515
Managing Director, 1992 170,606 2,682 43,750 - 15,000 N/A 57,914
CACI Limited
S. R. Strickland 1994 $147,500 $104,503 - - 15,000 N/A $23,010
Executive Vice 1993 137,500 20,787 - - - N/A 18,016
President/Chief 1992 130,000 55,000 - - - N/A 9,922
Financial Officer/
Treasurer/Director,
Business Services
J. P. Elefante 1994 $114,000 $107,303 - - 9,000 N/A $20,012
Senior Vice 1993 104,100 21,038 - - - N/A 18,928
President/General 1992 97,092 48,000 - - 5,000 N/A 15,864
Counsel/Secretary
- - --------------------
<FN>
<F1> "LTIP" stands for Long-Term Incentive Plan. The Company does not
participate in an LTIP.
<F2> Other Annual Compensation in this column includes accrued vacation pay
in excess of amounts actually paid, amounts contributed under the Company's
qualified and non-qualified pension plans, and amounts paid by the Company for
leased or owned automobiles.
<F3> Mr. Bradford's compensation is partly paid in British pounds sterling
and is reported in this table in U.S. dollars at the average exchange rate in
effect during the fiscal year. This currency conversion causes Mr. Bradford's
reported salary to fluctuate from year-to-year because of the conversion of
pounds sterling to U.S. dollars.
<F4> A cost-of-living "expatriate" adjustment is paid to Mr. Bradford (a U.S.
citizen) to reflect the Company's requirement for Mr. Bradford's residence in
the United Kingdom.
</FN>
</TABLE>
<PAGE>
Page 14
Stock Options
The following table shows, for the executive officers indicated, (i) the
options for shares of the Company's Common Stock granted during fiscal year
1994, (ii) the number of shares of Common Stock acquired during fiscal year
1994 pursuant to the exercise of options, and (iii) the value of unexercised
options at the end of fiscal 1994.
Option Grants During Fiscal Year 1994
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term (until 12/31/2000)
- - --------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options
Granted to
Options Employees Exercise
Granted in Fiscal Price Expiration
Name (#)<F1> Year (%) ($/Sh)<F2> Date 5% ($)<F3> 10% ($)<F3>
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.P. London 0 0 0 N/A N/A N/A
R.J. Oleson 0 0 0 N/A N/A N/A
G.R. Bradford 0 0 0 N/A N/A N/A
S.R. Strickland 15,000 14.0 $5.94 12/31/00 $36,300 $84,300
J.P. Elefante 9,000 8.4 $5.94 12/31/00 $21,780 $50,580
<FN>
<F1> Option grants are permitted under the Company's stockholder-approved
1986 Employee Stock Incentive Plan. Specific grants are determined by the
Compensation Committee of the Board of Directors, subject to the annual
limitations permitted under Section 422A of the Internal Revenue Code with
respect to Incentive Stock Options. The shares granted are in the form of
Non-Qualified Stock Options. The grants are divided into three equal portions
exercisable on November 1, 1994, 1995, and 1996, respectively. The options
are exercisable until December 31, 2000, so long as the Grantee remains an
employee of the Company. The options will lapse if the Grantee leaves the
Company before the exercise date or fails to exercise the options within 60
days of leaving the Company after the exercise date.
<F2> The exercise price of options granted under the Plan is equal to the
closing price of the stock on the date of grant.
<F3> The potential realizable value of the options assumes option exercise on
December 31, 2000 and is calculated as the product of (a) the difference
between (i) the product of the per-share market price at the time of grant and
the sum of 1 plus the adjusted stock price appreciation rate (the assumed rate
of appreciation compounded annually over the term of the option) and (ii) the
per-share exercise price of the option, and (b) the number of securities
underlying the grant at fiscal year-end. The assumed annual rates in this
column are suggested by the Securities and Exchange Commission. The actual
value, if any, that an executive may realize will depend on the excess of the
stock price over the exercise price on the date the option is exercised, so
that there is no assurance the value realized by an individual will be at or
near the value estimated in this column.
</FN>
</TABLE>
<PAGE>
Page 15
Aggregated Option Exercises in Fiscal 1994, and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Shares Number of Value of Unexercised
Acquired Unexercised Options at In-the-Money Options at
on Value June 30, 1994 (#) June 30, 1994 ($)
Exercise Realized
Name (#) ($)<F1> Exercisable Unexercisable Exercisable Unexercisable<F2>
- - -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.P. London 0 $ 0 198,500 0 $1,209,438 $ 0
R.J. Oleson 0 0 95,000 130,000 583,000 689,000
G.R. Bradford 19,100 66,413 12,500 52,500 70,313 268,500
S.R. Strickland 0 0 0 55,000 0 277,200
J.P. Elefante 0 0 8,000 14,000 50,770 48,040
- - -----------------------
<FN>
<F1> Market value of underlying securities at exercise, minus the exercise
price.
<F2> The value of unexercised in-the-money options is calculated by
subtracting the exercise price from the market value of the Company's stock at
fiscal year-end (which was $8.50, based on the closing price of the Common
Stock as reported on the NASDAQ National Market on June 30, 1994).
</FN>
</TABLE>
<PAGE>
Page 16
Employment Agreement
On November 1, 1990, pursuant to a Board of Directors authorization of
August 23, 1990, an Employment Agreement (the "Employment Agreement") was
executed between the Company and Dr. J.P. London, the Chairman, President and
Chief Executive Officer of the Company. The purpose of the Agreement is to
assure the Company of Dr. London's committed services for a fixed period of
time. The term of the Employment Agreement is for three years with an
automatic one-year extension each year. The Employment Agreement provides for
a salary of not less than Two Hundred Thousand Dollars ($200,000) per year to
be set by the Board (although Dr. London may voluntarily set his salary at any
level below Two Hundred Thousand Dollars ($200,000) per year), and
participation in any bonus, incentive compensation, pension, profit-sharing,
stock purchase and stock option plans as well as annuity or group insurance,
medical and other benefit plans maintained by the Company for its employees.
The Employment Agreement also provides that the Company will reimburse
business expenses incurred in the performance of Dr. London's duties. The
Employment Agreement restricts Dr. London's right to compete with the Company
or to offer employment to Company employees following termination.
The Employment Agreement may be terminated by the Company in the event of
death, disability or for cause as determined by the Board. In the event of
termination for any other reason, the Employment Agreement provides that the
Company will pay an amount equal to three times Dr. London's then-current
annual compensation.
COMPANY STOCK PERFORMANCE CHART
The chart below shows how $100 invested as of June 30, 1989 in shares of the
Company's Common Stock would have grown during the five year period ended June
30, 1994, as a result of changes in the Company's stock price, compared with
$100 invested in the Standard & Poor's 500 Stock Index, and in the Standard &
Poor's High-Tech Composite Index.
Comparison of Five Year Cumulative Total Return
CACI International Inc, S&P 500 Index, and S&P High-Tech Composite Index
<TABLE>
<CAPTION>
June 30
Base Index Returns
Company/Index Name 1989 1990 1991 1992 1993 1994
- - ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CACI International Inc $100.00 $150.00 $147.20 $211.11 $202.76 $377.78
S&P 500 Index 100.00 116.49 125.10 141.88 161.22 163.49
High Tech Composite 100.00 112.74 106.10 112.62 131.55 142.46
</TABLE>
[Attached at Appendix A is a narrative description of a stock performance
graph depicting the cumulative stockholder return in each of the above three
investments over a five year period beginning June 30, 1989.]
<PAGE>
Page 17
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS ON EXECUTIVE COMPENSATION
Policies on compensation of the Company's executives are subject to the
oversight of the Compensation Committee of the Board. As noted above, the
members of the Compensation Committee during fiscal 1994 were Dr. Paul J.
Coleman, Jr. and Admiral Thomas H. Moorer, USN (Retired) until December 17,
1993, and Dr. Paul J. Coleman, Jr., William K. Sacks, and John M. Toups from
December 17, 1993 through the end of fiscal 1994. Each member of the
Compensation Committee is a non-employee director. Actions of the
Compensation Committee relating to the compensation of the Company's Executive
Officers are subject to review by the full Board. However, decisions about
awards to Executive Officers under the Company's 1986 Employee Stock Incentive
Plan are made exclusively by the Compensation Committee, in order for the
grants or awards under such plan to satisfy Rule 16b-3 under the Securities
Exchange Act of 1934, as amended.
Set forth below is the report submitted by the Board's Compensation Committee
for fiscal 1994 (the "Report"). This Report addresses the Company's
compensation policies for fiscal year 1994, as such policies affected (i) Dr.
London and (ii) Messrs. Annino, Bradford, Elefante, Oleson and Strickland, who
were the Company's executive officers (collectively, those six (6) executives
are referred to in this report as the "Executive Officers").
Compensation Policies Toward Executive Officers
The Compensation Committee's executive compensation policies are designed to
provide competitive levels of compensation that integrate compensation with
the Company's strategic and operational goals, reward above-average corporate
performance, recognize individual initiative and achievements, and assist the
Company in attracting and retaining highly-qualified executives. The Company
strives for fair but not excessive compensation of its Executive Officers.
Generally, Executive Officers' overall compensation levels at the Company are
intended to be consistent with other those of companies of a similar size in
the Company's industry, and are intended to significantly reflect the
Company's performance. Executive Officers' incentive compensation programs
typically include operating performance thresholds (or "cut" levels) below
which either no bonus or a significantly reduced bonus is paid.
The Compensation Committee believes that stock ownership by management and
stock-based compensation arrangements are beneficial as ways to align
management's interests and incentives with stockholders' interests toward the
enhancement of stockholder value. The Compensation Committee further believes
that stock option programs with future exercise dates are an effective means
to encourage key executives to remain with the Company. As a result, the
Compensation Committee has used stock-based elements in the Company's
compensation packages for its Executive Officers.
The Compensation Committee also has followed a practice of reviewing cost-of-
living and expatriate adjustments to certain Executive Officers for whom
extended overseas assignment has been a requirement. In fiscal year 1994,
this practice affected Mr. Bradford, who received an annual cost-of-living
adjustment as a result of his residency in London, England. Mr. Bradford is
an Executive Vice President of the Company, and is President and Managing
Director of CACI, Limited., a subsidiary of the Company in the United Kingdom,
and has been residing in England as a result of his Company assignment since
1984.
<PAGE>
Page 18
Relationship of Company Performance to Executive Compensation
Compensation paid to the Company's Executive Officers in fiscal year 1994, as
reflected in the Table included in this Proxy Statement, primarily consisted
of base salary and performance bonus. In addition, as reflected in the
aforesaid Table, the Compensation Committee approved stock options to certain
Executive Officers under the Company's 1986 Employee Stock Incentive Plan (the
"Stock Incentive Plan").
Measures of performance which are taken into account in determining the
Company's executive compensation include: (i) the Company's after-tax
earnings, and (ii) target (or quota) versus actual operating performance,
generally in terms of revenue and profit. Subjective considerations of
individual performance are considered as well in establishing salaries and
bonuses. Effective in fiscal 1994, the Compensation Committee adopted a
policy formally providing for year-end review of Executive Officer
compensation focusing specifically on subjective considerations.
Bonus Arrangements
The Company's bonuses to its Executive Officers are based on both objective
and subjective performance criteria. Objective criteria include
accomplishment of specific strategic objectives, and also actual versus target
(or quota) operating performance, both as to the Company as a whole and, for
those Executive Officers in charge of an operating unit, as to the officer's
particular operating unit. Target operating objectives utilized for purposes
of determining bonuses (including revenue and profit quotas) are based on
business plans developed by the individual Executive Officers under the
supervision of the Chief Executive Officer, subject to review and approval by
the Compensation Committee and by the Company's full Board of Directors.
Subjective performance criteria encompass evaluation of each Executive
Officer's initiative and contribution to overall corporate performance apart
from quantitative financial performance, the officer's managerial ability, and
the officer's performance and effort on special projects or in pursuit of
strategic objectives that the officer may have undertaken. Performance under
these subjective criteria was assessed at or close to the end of fiscal year
1994 after discussions among the members of the Compensation Committee and,
for all Executive Officers other than Dr. London, after discussions with the
Chief Executive Officer.
Executive Officers' target 1994 bonus amounts were established early in the
fiscal year following a review of compensation to ascertain the compensation
levels which were necessary or desirable to maintain the Company's
compensation structure on a competitive basis with others in the industry, and
to provide appropriate incentives for achieving desired Company performance.
Stock Incentive Plan
Another incentive component of the Executive Officers' fiscal 1994
compensation arose under the Company's Stock Incentive Plan. The Stock
Incentive Plan is intended to advance the Company's interests by providing key
employees who have substantial responsibility for corporate management and
growth with additional incentives through the acquisition of Company
securities, thereby increasing the personal stakes of these key employees in
the success of the Company and encouraging them to remain in the employ of the
Company and its subsidiaries.
<PAGE>
Page 19
The Stock Incentive Plan is overseen by the Board's Compensation Committee.
The Compensation Committee meets at least twice each fiscal year, and at other
times if it chooses or at the request of the Chief Executive Officer, to
designate eligible employees, if any, to participate under the Stock Incentive
Plan and the type, amount, and dates of any grants to be made. The
Compensation Committee determines specific grants, subject to the annual
limitations permitted under Section 422A of the Internal Revenue Code
(pertaining to Incentive Stock Options).
Participation in the Stock Incentive Plan may be in the form of (i) Common
Stock or securities convertible into shares of Common Stock, (ii) Incentive
Stock Options as defined in Section 422A of the Internal Revenue Code (the
"Code"), (iii) options not qualifying under Section 422A of the Code as
Incentive Stock Options (i.e., non-qualified options), or (iv) any combination
thereof. Incentive Stock Options can be granted only to persons who are
employees (including officers) of the Company or any of its subsidiaries when
the options are granted. The total number of shares of Common Stock that may
be issued under the Stock Incentive Plan is 5,200,000 shares of Common Stock.
The Stock Incentive Plan does not impose any limitation on the number of
shares of Common Stock with respect to which options may be granted to any
individual under the Stock Incentive Plan.
During fiscal 1994, the Compensation Committee made the following grants of
non-qualified options for Common Stock to the Executive Officers, all granted
with an exercise price of $5.94 per share (the closing price of the stock on
the date of the grant) becoming exercisable in equal installments over the
three-year period beginning in fiscal 1995: Jeffrey P. Elefante, 9,000 shares;
Samuel R. Strickland, 15,000 shares. Neither Dr. London nor Messrs. Annino,
Bradford or Oleson received option grants in fiscal 1994.
While the value realizable from exercisable options is dependent at least in
part upon the extent to which the Company's performance is reflected in the
market price of the Company's Common Stock, the decision as to whether such
value will be realized in any specific year is primarily determined by each
individual and not by the Company or the Compensation Committee. Accordingly,
the Compensation Committee determined that the fiscal 1994 option grants were
reasonable and appropriate, notwithstanding gains that could be realized by
certain Company executives as a result of their individual decisions to
exercise stock options granted in previous years (see the Table included above
in this Proxy Statement, indicating amounts realized by the Executive Officers
from option exercises in fiscal year 1994 and the value inherent in
unexercised options as of the Company's fiscal year-end).
Other Compensation Plans
At various times in the past, the Company has adopted certain broad-based
employee benefit plans in which the Executive Officers are permitted to
participate on substantially the same terms as other employees who meet
applicable eligibility criteria, subject to any legal limitations on the
amounts that may be contributed or the benefits that may be payable under
these Company plans. For example, under the Company's Pension Plan, the
Company makes contributions based on employee compensation. Participants may
select from a variety of investment options available through the Pension
Plan. Similarly, under the Company's voluntary 401(k) $MART Plan, a CACI
Common Stock Fund is available as an investment option for Plan participants.
At various times in the past, certain of the Executive Officers have elected
to have a portion of their 401(k) $MART Plan savings and/or a portion of their
<PAGE>
Page 20
Pension Plan contributions invested in the CACI Common Stock investment
options under the Plans. These voluntary elections provided an additional way
to tie officer and employee interests more directly to that of stockholders.
The Company makes no contribution to the 401(k) Plan. Participation is
voluntary and subject to Department of Labor and IRS rules of eligibility and
contribution of pre-tax compensation.
Chief Executive Officer Compensation for Fiscal Year 1994, and Relationship to
Company Performance
The Compensation Committee's general approach in setting the Chief Executive
Officer's compensation is to seek to be competitive with other companies of
similar size in the Company's industry, and to tie a significant portion of
his compensation to Company performance. While this approach results in some
fluctuation in the actual level of the Chief Executive Officer's compensation,
the Compensation Committee believes that a compensation scheme weighted in
this fashion appropriately motivates the Company's Chief Executive Officer
toward Company performance goals, while acknowledging the importance to the
Chief Executive Officer of having some certainty in the level of his
compensation through its non-Company performance-based elements.
Dr. London's salary and bonus compensation for fiscal 1994 was Four Hundred
Fifty Thousand Dollars ($450,000), approximately one hundred twenty-one (121%)
percent higher than in fiscal 1993 as a result of (i) the growth of Dr.
London's incentive compensation based on the increase in the Company's net
earnings from $2.9 Million in fiscal 1993 to $6 Million in fiscal 1994, and
(ii) payments to Dr. London in fiscal 1994 of the full salary provided in his
Employment Agreement.
Dr. London's fiscal 1994 incentive compensation was earned on a basis similar
to that of the other Executive Officers, with bonus based predominately on the
Company's net after-tax profit, both for individual quarters within the fiscal
year and for the fiscal year as a whole. A bonus of Five Thousand Dollars
($5,000), was payable upon reaching or exceeding an annually determined
threshold net after-tax profit target for each fiscal quarter, and a larger,
variable bonus was payable upon reaching or exceeding a pre-set threshold net
after-tax profit level for the year. Dr. London earned the full Five Thousand
Dollar ($5,000) quarterly bonus for the each quarter of fiscal 1994. With the
Company having net earnings of $6 Million during fiscal 1994, by operation of
the applicable bonus formula and the cap on incentive compensation included in
the formula, Dr. London earned the maximum Two Hundred Fifty Thousand Dollars
($250,000) bonus payable for achievement of profit for fiscal 1994.
The Committee believes that, in view of the Company's excellent performance
for the year, Dr. London's compensation for fiscal 1994 was reasonable.
In August 1994, the Compensation Committee and the Board of Directors approved
a bonus arrangement for Dr. London for fiscal 1995 which, like the bonus
program in fiscal 1994, ties a significant portion of Dr. London's
compensation to the achievement by the Company of operating performance
results during the fiscal year 1995.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
Dr. Paul J. Coleman, Jr. William K. Sacks John M. Toups
<PAGE>
Page 21
TRANSACTIONS WITH MANAGEMENT
AND OTHERS; OTHER INFORMATION
Since the beginning of the Company's last fiscal year, the Registrant has
engaged in no transaction or series of similar transactions, and there exists
no currently proposed transaction or series of similar transactions with
management and others (as defined by applicable regulations), to which the
Registrant or any of its subsidiaries was or is to be party in which the
amount involved exceeds Sixty Thousand Dollars ($60,000).
Legal Proceedings
Information regarding the status of the Company's legal proceedings is
included in its annual report on Form 10-K and is incorporated herein by
reference. Since the date of filing the Form 10-K, there have been no further
material developments to the Company's legal proceedings.
RATIFICATION OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP, Certified Public
Accountants, as auditors to examine and report on the Company's financial
statements for the fiscal year ending June 30, 1995. At the Annual Meeting,
stockholders will vote on whether to ratify the selection of Deloitte &
Touche. If a quorum is present, the vote of the holders of a majority of the
shares of common stock present or represented at the Meeting and entitled to
vote will be required to ratify such selection.
Representatives of Deloitte & Touche are expected to attend the Annual
Meeting. Deloitte & Touche's representatives will have the opportunity to make
a statement if they so desire and they will be available to respond to
appropriate questions.
The Board of Directors recommends that stockholders vote FOR ratification. If
circumstances not presently contemplated so require, the Board of Directors
may, at a later date, reconsider the appointment of Deloitte & Touche,
notwithstanding that a majority of shares may be voted to ratify their
appointment.
SOLICITATION
The cost of this solicitation of proxies will be borne by the Company. The
firm of Morrow & Co. has been retained to assist in soliciting proxies at a
fee not to exceed Six Thousand Dollars ($6,000) plus expenses. The Company
may also reimburse banks, brokers, nominees, and other fiduciaries for postage
and reasonable clerical expenses incurred by them in forwarding the proxy
material to their principals. Proxies may be solicited without extra
compensation by certain officers, directors and regular employees of the
Company, by telephone or telegraph, by personal contact, or by other means.
FUTURE STOCKHOLDER PROPOSALS
In order to be included in the proxy materials for the 1995 Annual Meeting,
stockholder proposals must be received by the Company on or before June 2,
1995.
<PAGE>
Page 22
DOCUMENTS INCORPORATED BY REFERENCE
(1) The Company's Annual Report on Form 10-K for the Fiscal Year ended June
30, 1994, filed with the Securities and Exchange Commission on or about
September 28, 1994 is incorporated by reference.
OTHER MATTERS
As of this date, the Board of Directors knows of no business which may
properly come before the meeting other than that stated in the Notice of
Meeting accompanying this Proxy Statement. Should any other business arise,
proxies given in the accompanying form will be voted in accordance with the
discretion of the person or persons named therein.
By Order of the Board of Directors
Jeffrey P. Elefante, (Secretary)
Arlington, Virginia
Dated: October 7, 1994
<PAGE>
INDEX TO APPENDICES
Appendix A: Narrative of Stock Performance Graph at Page 16.
Appendix B: Notice of Annual Meeting of Stockholders, mailed with Proxy
Statement to all stockholders on or about October 7, 1994.
Appendix C: Letter to stockholders from J.P. London, Chairman of the Board,
President and Chief Executive Officer, CACI International Inc,
mailed with Proxy Statement to all stockholders on or about
October 7, 1994.
Appendix D: Proxy Card, mailed with Proxy Statement to all stockholders on or
about October 7, 1994.
Appendix E: Reminder Card, mailed with Proxy Statement to all stockholders on
or about October 7, 1994.
<PAGE>
Appendix A
NARRATIVE OF PERFORMANCE GRAPH AT PAGE 16
Assuming $100.00 was invested on June 30, 1989 in the Company's Common Stock,
the S&P 500 Index and the S&P 500 High Tech Composite Index (the "High Tech
Composite"), the performance graph reveals the cumulative stockholder return
in each investment over the succeeding five years, assuming reinvestment of
dividends.
On June 30, 1990, the $100 investment in CACI's Common Stock was worth
$150.00, the investment in S&P 500 Index was valued at $116.49 and the value
of the High Tech Composite was $112.74.
On June 30, 1991, the investment in the Company's Common Stock was worth
$147.20, the S&P 500 Index was worth $125.10 and the value of the High Tech
Composite was $106.10.
On June 30, 1992, the investment in CACI's Common Stock increased to $211.11,
followed by the S&P Index at $141.88 and the High Tech Composite at $112.62.
On June 30, 1993, the investment in the Company's Common Stock was worth
$202.76, followed by the S&P 500 Index at $161.22 and the High Tech Composite
at $131.55.
On June 30, 1994, the value of CACI's Common Stock increased to $377.78,
followed by the S&P 500 Index at $163.49, and the High Tech Composite at
$142.46.
<PAGE>
Appendix B
CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held November 17, 1994
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of CACI International Inc (the "Company") will be held on November
17, 1994, at 9:30 a.m., Eastern Standard Time, at the Radisson Plaza Hotel at
Mark Center, 5000 Seminary Road, Alexandria, Virginia, 22311, for the
following purposes:
1. To elect the Company's Board of Directors.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
auditors for the current fiscal year.
3. To transact such other business as may otherwise properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on October 3, 1994, as
the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting.
A list of the stockholders entitled to vote at the Annual Meeting will be made
available during regular business hours at offices of the Company at 1600 N.
Beauregard Street, Alexandria, Virginia 22201, from November 3, 1994 through
November 16, 1994 for inspection by any stockholder for any purpose germane to
the meeting.
By Order of the Board of Directors
Jeffrey P. Elefante, (Secretary)
Arlington, Virginia
Dated: October 7, 1994
IMPORTANT: Even if you plan to attend the meeting, please complete, sign, and
return promptly the enclosed proxy in the envelope provided to ensure that
your vote will be counted. You may vote in person if you so desire even if
you have previously sent in your proxy.
If your shares are held in the name of a bank, brokerage firm or other
nominee, please contact the party responsible for your account and direct him
or her to vote your shares on the enclosed card.
<PAGE>
Appendix C
CACI International Inc
October 7, 1994
Dear Stockholder:
I cordially invite you to attend your Company's 1994 Annual Meeting of
Stockholders on November 17, 1994, at 9:30 a.m., Eastern Standard Time. The
meeting will be held at the Radisson Plaza Hotel at Mark Center, 5000 Seminary
Road, Alexandria, Virginia, 22311.
Matters to be considered and acted on at the meeting include the election of
directors and the ratification of the appointment of independent public
accountants. Detailed information concerning these matters is set forth in
the attached Notice of Annual Meeting of Stockholders and Proxy Statement.
As a stockholder, your vote is important. I encourage you to execute and
return your proxy promptly whether or not you plan to attend so that we may
have as many shares as possible represented at the meeting. Returning your
completed proxy will not prevent you from voting in person at the meeting if
you wish to do so.
Thank you for your cooperation and continued support and interest in CACI
International Inc.
Sincerely,
J.P. London
Chairman of the Board,
President and Chief
Executive Officer
IMPORTANT: Even if you plan to attend the meeting, please complete, sign, and
return promptly the enclosed proxy in the envelope provided to ensure that
your vote will be counted. You may vote in person if you so desire even if
you have previously sent in your proxy.
If your shares are held in the name of a bank, brokerage firm or other
nominee, please contact the party responsible for your account and direct him
or her to vote your shares on the enclosed card.
<PAGE>
Appendix D-i
PROXY CARD
[Front]
Common Stock
CACI International Inc
PROXY FOR NOVEMBER 17, 1994 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints J.P. London and Warren R. Phillips, and each
of them, as Proxies of the undersigned, each with full power of substitution,
to vote all of the shares of Common Stock of CACI International Inc the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of CACI International Inc to be held at the Radisson
Plaza Hotel at Mark Center, 5000 Seminary Road, Alexandria, Virginia 22311, on
November 17, 1994, at 9:30 a.m. Eastern Standard Time and at any adjournments
thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below --- WITHHOLD AUTHORITY ---
(except as marked to the contrary (to vote for all
below) nominees listed below)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Paul J. Coleman, Jr. J.P. London Alan S. Parsow
Larry L. Pfirman Warren R. Phillips Charles P. Revoile
William K. Sacks John M. Toups
2. FOR --- AGAINST --- ABSTAIN FROM --- ratification of the
appointment of Deloitte & Touche LLP as independent auditors.
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Unless otherwise marked, this proxy will be voted For the election of the
nominees listed above and For item two above. As of the date of the Proxy
Statement, the Board of Directors knows of no other business to be presented
at the Annual Meeting.
<PAGE>
Appendix D-ii
PROXY CARD
[Back]
Please complete, date, sign and mail this proxy card in the enclosed prepaid
envelope.
The undersigned acknowledges receipt of the Notice and Proxy Statement for the
Annual Meeting of Stockholders of CACI International Inc.
Please sign exactly as your name is shown on the Proxy. If signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are owned jointly, each owner must sign. If the signer is a
corporation, the full corporate name shall be signed by a duly authorized
officer. If your printed name is incorrect please put your correct name in
the space below.
Dated: , 1994
-----------
---------------------------------------------
Signature of Beneficial Owner
---------------------------------------------
Signature of Beneficial Owner
[Note: The short lines after the phrases "FOR all nominees listed below",
"WITHHOLD AUTHORITY", "FOR", "AGAINST", and "ABSTAIN FROM" represent the boxes
which appear on the actual proxy card, and which cannot be printed due to
electronic transmission limitations.]
<PAGE>
Appendix E
REMINDER CARD
[Front]
IMPORTANT
Please send in your proxy ... Today
You are urged to fill in, date, and sign the enclosed proxy and return it
promptly. A stamped and addressed envelope is enclosed for your convenience.
Your vote is important.
If your shares are held in the name of a bank, brokerage firm or other
nominee, please contact the party responsible for your account and direct him
or her to vote your shares.
REMINDER CARD
(Back)
HAS YOUR ADDRESS CHANGED?
If so, please enter your new address in the spaces provided below and return
this card with your Proxy.
- - -----------------------------------------------------------------------------
Name
- - -----------------------------------------------------------------------------
Street
- - -----------------------------------------------------------------------------
City State Zip
