CACI INTERNATIONAL INC /DE/
8-K, 1996-09-11
ENGINEERING SERVICES
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                      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
                              -----------------    
                              September 8, 1996

                           CACI International Inc
            ------------------------------------------------------
            (Exact name of registrant as specified in its Charter)

                                  Delaware
                ----------------------------------------------
                (State or other jurisdiction of incorporation)

                                   0-8401
                           ------------------------
                           (Commission File Number)

                                  54-1345888
                      ---------------------------------
                      (IRS Employer Identification No.)

                              1100 N. Glebe Road
                          Arlington, Virginia 22201
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (703) 841-7800
             ----------------------------------------------------
             (Registrant's telephone number, including area code)
<PAGE>
ITEM 5.  OTHER EVENTS.

On August 23, 1996, the Registrant signed a Letter of Intent to acquire most
of the business and the assets of Sunset Resources, Inc. (SRI) for $5.3
million in cash.  The acquisition is subject to due diligence, and approval
of a detailed acquisition agreement by each Company's Board of Directors. 
The transaction is expected to close by October 1, 1996.

SRI is an engineering and information technology firm that has focused on
logistics and engineering support services to the US Air Force, and is expert
in electronic data interchange in support of the tri-service initiatives to
promote electronic commerce in government and industry.  Headquartered in San
Antonio, Texas, SRI has 130 employees and locations close to Kelly Air Force
Base in San Antonio, Texas and Tinker Air Force Base in Oklahoma City,
Oklahoma. SRI's current annual revenues are approximately $12 million.

A copy of CACI's September 4, 1996 press release regarding CACI's execution
of a Letter of Intent to acquire SRI is attached as an Exhibit to this report
on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(99)(a) Press Release dated September 4, 1996 announcing CACI's execution of
a Letter of Intent to acquire SRI.

                                  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/
   -----------------------------
   Jeffrey P. Elefante
   Executive Vice President,
   General Counsel and Secretary

Dated:  September 9, 1996


                                                             Exhibit 99(a)

                    CACI to Acquire Sunset Resources, Inc.
         Latest Niche Acquisition Fits Strategy of Customer Expansion

ARLINGTON, VA, September 4, 1996, -- CACI International Inc (NASDAQ: CACI)
today announced the company has signed a letter of intent to acquire the
business and most of the assets of Sunset Resources, Inc. (SRI) headquartered
in San Antonio, Texas, for $5.3 million in cash. The transaction, subject to
due diligence and approval of both boards of directors, is expected to close
October 1, 1996.

SRI is a rapidly growing engineering and information technology firm that has
focused on logistics and engineering support services to the US Air Force,
and is expert in electronic data interchange in support of the tri-service
initiatives to promote electronic commerce in government and industry. SRI
has 130 employees and has locations close to Kelly Air Force Base in San
Antonio, Texas and Tinker Air Force Base in Oklahoma City, Oklahoma. Current
annual revenues approximate $12 million. CACI expects the acquisition to be
non-dilutive to earnings in the first year.

CACI has had a successful history of acquiring companies with synergistic
product and service offerings or new customer relationships and successfully
integrating them. SRI's US Air Force contract work is complementary to CACI's
extensive logistics support activities. And SRI's electronic commerce
activities complement CACI's business, where it is the leader in automated
government procurement systems. SRI will become a division of the Integrated
Systems Group, and SRI President Major General Richard Smith (Ret. USAF) is
expected to head this business unit. As a division of CACI, SRI will have
access to all of CACI's technology, expertise, facilities and bid& proposal
resources to help achieve its aggressive growth plan.

Jack London, Chairman and CEO of CACI said, "SRI's capabilities and client
solutions are an excellent match with CACI's information technology, and we
welcome Richard Smith and all of the other SRI employees to CACI. The
combination of the two businesses gives CACI the opportunity to apply its
extensive knowledge and experience in logistics support and other key
engineering areas to develop a broader market for CACI and provide
significant benefits to SRI's customer, the US Air Force."

"This is consistent with our goal of providing exceptional services for the
Air Force. CACI resources and capabilities will enable us to offer increased
responsiveness in meeting their needs and it will provide new opportunities
for current SRI employees," added SRI Chief Executive Officer and Founder,
Jerry G. Jumper.

CACI is an information technology products and service provider that
specializes in developing and integrating systems, software and simulation
products in support of government agencies and commercial enterprises. The
company has more than 3200 employees and operates out of 58 offices in the US
and Europe.

For more information contact:

Jim Allen, Chief Financial Officer  
(703) 841-7946

Deborah Tucker, Investor Relations Director
(703) 841-3710


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