CACI INTERNATIONAL INC /DE/
10-K405/A, 1997-08-14
ENGINEERING SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-K/A

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended June 30, 1996

                        Commission File Number 0-8401
                        -----------------------------

                            CACI International Inc
                         ----------------------------
                          (Exact name of Registrant
                         as specified in its charter)

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

                                  54-1345888
                     ------------------------------------
                     (I.R.S. Employer Identification No.)

                  1100 North Glebe Road, Arlington, VA 22201
                  ------------------------------------------
                   (Address of principal executive offices)

                                (703) 841-7800
                        -------------------------------
                        (Registrant's telephone number,
                            including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class      Name of each exchange on which registered
- -------------------      -----------------------------------------

      None                               None

Securities registered pursuant to Section 12(g) of the Act:

             CACI International Inc Common Stock, $0.10 par value
             ----------------------------------------------------
                            (Title of each class)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes   X  .  No      .
                                                   ------     ------

The aggregate market value of the voting stock held by non-affiliates of the 
Registrant as of August 31, 1996, was approximately $129,304,000.

Indicate the number of shares outstanding of each of the Registrant's classes 
of Common Stock, as of August 31, 1996:  CACI International Inc Common Stock, 
$.10 par value, 10,278,000 shares.

                     Documents Incorporated by Reference
                     -----------------------------------

(1) The information relating to directors and officers contained in the proxy 
statement of the Registrant to be filed in connection with its 1996 Annual 
Meeting of Shareholders is incorporated by reference into Part III, Items 10, 
11, 12, and 13 of this Form 10-K.

(2) The financial information required in Items 6, 7, and 8 of this form are 
contained in the Annual Report to Shareholders for the fiscal year ended June 
30, 1996 and is incorporated herein as Exhibit 13. 
<PAGE>                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized, on the 13th day of 
August, 1997.

                                       CACI International Inc


                                       By:           /s/
                                          ------------------------------
                                          J. P. London
                                          Chairman of the Board and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in capacities and on the dates indicated.

      Signature                    Title                         Date

        /s/               Chairman of the Board,          August 13, 1997 
- -----------------------   President and Director          ---------------
J.P. London               (Principal Executive Officer)

        /s/               Executive Vice President,       August 13, 1997
- -----------------------   Chief Financial Officer,        ---------------
James P. Allen            and Treasurer
                          (Principal Financial and
                          Accounting Officer)

        /s/               Director                        August 13, 1997 
- -----------------------                                   ---------------
Richard L. Leatherwood

        /s/               Director                        August 13, 1997 
- -----------------------                                   ---------------
Alan S. Parsow

        /s/               Director                        August 13, 1997
- -----------------------                                   ---------------
Larry L. Pfirman

        /s/               Director                        August 13, 1997
- -----------------------                                   ---------------
Warren R. Phillips

        /s/               Director                        August 13, 1997
- -----------------------                                   ---------------
Charles P. Revoile
        /s/               Director                        August 13, 1997
- -----------------------                                   ---------------
William B. Snyder

        /s/               Director                        August 13, 1997
- -----------------------                                   ---------------
Richard P. Sullivan

        /s/               Director                        August 13, 1997
- -----------------------                                   ---------------
John M. Toups


                 INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Annual Report of CACI 
International Inc and subsidiaries on Form 10-K of our report dated August 12, 
1996, appearing in the 1996 Annual Report to Shareholders of CACI 
International Inc and subsidiaries for the year ended June 30, 1996.

     /s/

Deloitte & Touche LLP
Washington, D.C.
September 26, 1996
<PAGE>                         INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
CACI International Inc
Arlington, Virginia

We have audited the consolidated financial statements of CACI International 
Inc and subsidiaries (the Company) for the years ended June 30, 1996 and 1995, 
and for each of the three years in the period ended June 30, 1996, and have 
issued our report thereon dated August 12, 1996; such consolidated financial 
statements and report are included in the 1996 Annual Report to Shareholders 
of CACI International Inc and subsidiaries and are incorporated herein by 
reference. Our audits also included the consolidated financial statement 
schedule of the Company, listed in the index at Item 14(a)2.  This 
consolidated financial statement schedule is the responsibility of the 
Company's management. Our responsibility is to express an opinion based on our 
audits. In our opinion, such consolidated financial statement schedule, when 
considered in relation to the basic consolidated financial statements taken as 
a whole, presents fairly in all material respects the information set forth 
therein.

       /s/

Deloitte & Touche LLP
Washington, D.C.
August 12, 1996
<PAGE>                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders
CACI International Inc
Arlington, Virginia


We have audited the accompanying consolidated balance sheets of CACI 
International Inc and subsidiaries (the Company) as of June 30, 1996 and 1995, 
and the related statements of income, shareholders' equity, and cash flows for 
each of the three years in the period ended June 30, 1996.  These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based on 
our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of the Company as of June 30, 1996 and 1995, 
and the results of its operations and its cash flows for each of the three 
years in the period ended June 30, 1996 in conformity with generally accepted 
accounting principles.

          /s/

Deloitte & Touche LLP
Washington, D.C.
August 12, 1996



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