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 20, 1997. This Proxy Statement is being mailed
on or about September 23, 1997. 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; 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 September 22, 1997, 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 September 22, 1997, the Company had
10,692,293 shares of Common Stock outstanding.
<PAGE>
ELECTION OF DIRECTORS
Eight (8) Directors are to be elected to hold office until the next Annual
Meeting of Stockholders or until their respective successors are elected.
When a quorum is present, the affirmative vote of the holders of a majority of
shares present or represented at the 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 eight 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 proxy
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 of eight nominees are outside Directors.
OUTSIDE DIRECTORS
- -----------------
Richard L. Leatherwood, 58. Director of the Company since 1996. Corporate
Director, Dominion Resources, Inc., Virginia Power and Dominion Energy,
1994-present. President and Chief Executive Officer, CSX Equipment Group,
1986-1991. Vice Chairman, Chessie System Railroads and Seaboard System
Railroad, 1985. President and Chief Executive Officer, Texas Gas Resources
Group, 1983-1985.
Larry L. Pfirman, 51. Director of the Company since 1993. Private investor.
Founder, Chairman, and Chief Executive Officer, Tara Lee Sportswear, Inc.,
1978-present. Founder and Chairman, Spectro Knit Mfg. Co., 1978-present.
Warren R. Phillips, 56. Director of the Company since 1974. Executive Vice
Chairman, Chief Executive Officer and Secretary/Treasurer, Moscow/Maryland,
Inc. (formerly, Soviet American Venture Initiatives (US-USSR); Chief
Executive Officer, International Initiative, Inc., 1995- present. Professor
and other senior posts, University of Maryland, 1974-present. Consulting in
National Defense, Political Science, Information Systems, Foreign Affairs,
International Relations, Simulation and Crisis Management, Quantitative
Analysis: Department of State, Department of Defense, Department of Energy,
Arms Control and Disarmament Agency, Maryland State Legislature, USAID, IBM,
Ford Foundation, Brown & Root, Inc., Bendix Corporation, RAND Corporation,
Arthur Young. Ph.D., University of Hawaii-Political Science.
Charles P. Revoile, 63. 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 B. Snyder, 68. Director of the Company since 1996. Chairman of
Southern Heritage Insurance Company, Merastar Insurance Company, Southern
Heritage Holdings, Inc., and Merastar Corporation. Chairman and Chief
Executive Officer, GEICO Corporation, 1985-1993. Board member of Phillips
Publishers, Inc., 1994-present. Board member and past Chairman of the
National Association of Independent Insurers, 1989-1990.
Richard P. Sullivan, 64. Director of the Company since 1996. President and
Chief Executive Officer, Cargill Detroit Corporation, 1997-present. Chairman
and Chief Executive Officer, The J.L. Wickham Co., Inc., 1992-1997. Vice
Chairman, Ferris Baker Watts, Incorporated, Chief Executive Officer, Baker,
Watts & Co., Inc., 1987-1993. Past and present Corporate Director; Equitable
Bancorporation, Monumental Corporation, Noxell Corporation, PRC,
PharmaKinetics Labs, Inc., National Association of Manufacturers. Board
member, The United Way of Central Maryland, Central Maryland YMCA, The Johns
Hopkins University, 1979-1991, Towson State University School of Business and
Economics.
John M. Toups, 71. Director of the Company since 1993. Outside Director,
Halifax Corporation, NVR, Inc., Telepad Corporation, and Thermatrix 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., 1978-1982. Chairman, President and Chief Executive
Officer, PRC, Inc., 1982-1985. Chairman and Chief Executive Officer, PRC,
Inc., 1985-1987. Trustee and former President of the Board of Trustees,
George Mason University Foundation and Fairfax Hospital 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, 60. Chairman of the Board, President and Chief Executive
Officer. Elected Chairman, April 1990. Director of the Company since 1981.
Joined CACI 1972, developed CACI's extensive work in advanced information system
s, systems engineering and logistics sciences. Vice President 1975, Senior
Vice President 1977, Executive Vice President 1979, Operating Division
President 1982, President and Chief Executive Officer, 1984. Senior Advisory
Board, Northern Virginia Technology Council; Board of Advisors, the George
Washington University School of Business and Public Management; Board of
Advisors, Marymount University. KPMG High Tech Entrepreneur Award 1995;
Distinguished Alumni Award, George Washington University 1996. 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".
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board held six meetings during the fiscal year ended June 30,
1997. 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 1997.
During the first half of fiscal 1997, the Compensation Committee consisted of
Directors Coleman, Pfirman, Revoile, Sacks and Toups. During the second half
of fiscal 1997, newly elected Directors Leatherwood and Sullivan replaced
their predecessors Coleman and Sacks. <F1> During the entire fiscal year,
Director Revoile served as the Committee Chairman. The Compensation Committee
administers the Company's 1986 Employee Stock Incentive Plan and the 1996
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 Executive Officers
of the Company. The Compensation Committee met five times during fiscal
1997. A report of the Compensation Committee regarding executive compensation
appears below in this Proxy Statement.
During fiscal 1997, the Executive Committee was composed of Directors London,
Parsow, Pfirman, Phillips and Toups. Director London served as the
Committee's Chairman. The Executive Committee 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. The Executive Committee did not meet during fiscal 1997.
During the first half of fiscal 1997, the Audit Committee consisted of
Directors Coleman, Phillips, Revoile and Sacks. During the second half of the
year, the Audit Committee consisted of Directors Phillips, Leatherwood,
Revoile and Snyder. Director Phillips served as the Committee Chairman. 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 four times during fiscal 1997.
- --------------------
[FN]
<F1> Paul J. Coleman, Jr. served as a Director of the Company between 1990
and November, 1996. William K. Sacks served as a Director between 1993 and
November, 1996.
</FN>
<PAGE>
The Investor Relations Committee, which met on four occasions during fiscal
1997, determines and oversees the Company's investor relations program and
reviews the Company's shareholder profile. The Investor Relations Committee
was composed of Directors Coleman, Parsow, and Sacks for the first six months
of the fiscal year and Directors Parsow, Snyder and Sullivan for the remainder
of the fiscal year. Director Parsow served as the Committee Chairman for the
entire fiscal year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as of August 31, 1997, 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.
Amount
Beneficial Percent of
Ownership of Common
Beneficial Owner Common Stock Stock <F1>
- --------------------------------------------------------------------------
Dr. J. P. London 915,514 <F2> 8.6%
1100 North Glebe Road
Arlington, Virginia 22201
Larry L. Pfirman 533,100 <F3> 5.0%
601 Water Street
New Berlin, Pennsylvania 17855
Fidelity Management & Research Co. 723,100 <F4> 6.8%
1 Federal Street
Boston, Massachusetts 02110
Neuberger & Berman Pension 594,500 <F5> 5.6%
Management Inc.
605 Third Avenue
New York, New York 10158
- ---------------------
[FN]
<F1> All options are treated as exercised for shares of Common Stock.
<F2> Dr. London holds options that are currently exercisable for 198,500
shares of Common Stock and are included in this table. 21,569 of the shares
included in this table are indirectly owned by Dr. London.
<F3> According to a Form 4 for July 1997, filed by Larry L. Pfirman, this
figure includes 83,000 shares beneficially owned by Mr. Pfirman's daughter
living at home. Mr. Pfirman, however, disclaims beneficial ownership of the
83,000 shares held by his daughter.
<F4> This information is based on a Schedule 13(G) filed September 10, 1997.
<F5> This information is based on information current as of June 30, 1997.
</FN>
<PAGE>
The following table 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.
Amount of
Name of Beneficial
Beneficial Owner Ownership of Percent of
and Position Common Stock Common Stock <F1>
- -----------------------------------------------------------------------
Dr. J.P. London 915,514 <F2> 8.6%
CEO, Chairman and
Nominee
James P. Allen 40,600 <F3> 0.4%
Executive Officer
Gregory R. Bradford 135,000 <F4> 1.3%
Executive Officer
Jeffrey P. Elefante 30,000 <F5> 0.3%
Executive Officer
Joseph J. Lenz 10,000 <F6> 0.1%
Executive Officer
Richard L. Leatherwood 4,000 <F7> *
Director and Nominee
Ray J. Oleson 36,167 <F8> 0.3%
Former Executive Officer
Alan S. Parsow 347,800 <F9> 3.3%
Director
Larry L. Pfirman 533,110 <F10> 5.0%
Director and Nominee
Warren R. Phillips 14,000 <F11> 0.1%
Director and Nominee
Charles P. Revoile 27,300 <F12> 0.3%
Director and Nominee
William B. Snyder 10,000 0.1%
Director and Nominee
Richard P. Sullivan 1,000 *
Director and Nominee
John M. Toups 3,000 *
Director and Nominee
All Executive Officers and 2,107,491 19.7%
Directors as a Group
(14 in number)
- -------------------------
[FN]
<F1> All options exercisable currently or within the next six months are
treated as exercised for shares of Common Stock.
<F2> See Note 2 to the table of beneficial owners on page 6.
<F3> Includes 20,000 shares issuable upon the exercise of options which are
exercisable in the next six months.
<F4> Includes 85,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F5> Includes 30,000 shares issuable upon the exercise of options which are
exercisable in the next six months.
<F6> Includes 10,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F7> The asterisk (*) denotes that the individual holds less than one tenth
of one percent (0.1%) of Common Stock.
<F8> Includes 1,000 shares beneficially owned by Mr. Oleson's daughter not
living at home.
<F9> According to a Form 5 for July 1997, filed by Alan S. Parsow, this
includes 41,500 shares 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.
<F10> See Note 3 to the table of beneficial owners on page 6.
<F11> Includes 14,000 shares issuable upon the exercise of options which are
currently exercisable.
<F12> Includes 27,300 shares issuable upon the exercise of options prior to
December 31, 2000.
</FN>
<PAGE>
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.
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>
James P. Executive Vice President, Executive Vice President, Chief
Allen, 48 Chief Financial Officer, Financial Officer, Treasurer &
Treasurer & Director of Director of Business Services for the
Business Services Company since March 1996; Vice
President of Finance of I&WP4-3;Net,
Incorporated, 1995-1996; Executive
Vice President of Finance &
Administration for RJO Enterprises,
1992-1995; Vice President of Finance,
Chief Financial Officer & Treasurer of
Fairchild Space & Defense Corporation,
1989-1992 (Aerospace Products and
Engineering Services).
Gregory R. President and Managing President, CACI Limited and Manager,
Bradford, Director, CACI Limited; Marketing Systems Group since January
48 Manager, Marketing 1994; Managing Director, CACI Limited,
Systems Group 1986-present.
Jeffrey P. Executive Vice President, Executive Vice President of the
Elefante, General Counsel and Company since July 1996; General
51 Secretary Counsel and Secretary of the
Company, 1992-present; Senior Vice
President, 1992-1996; Vice President,
1988-1992; Assistant General Counsel,
1987-1992.
Joseph J. President, CACI Products President, CACI Products Company and
Lenz, 45 Company; Manager, Manager, Simulations System Group
Simulations Systems since October 1995; Senior Vice
Group President, CACI Products Company
worldwide sales, January 1995 to
September 1995; Senior Vice President,
Managing Director of CACI Nederland
B.V., 1992-1995; Senior Vice
President, CACI Products Company
International Operations
(London-based), 1991-1992; Senior Vice
President of CACI Products Company
international sales, 1988-1992.
Ray J. President and Chief From 1990 until November 1996, Ray J.
Oleson, 53 Operating Officer <F1> Oleson served as President and Chief
Operating Officer for CACI, Inc.,
CACI, INC. - COMMERCIAL, CACI, INC. -
FEDERAL, CACI Field Services, Inc.,
CACI Systems Integration Inc.
</TABLE>
- --------------------
[FN]
<F1> Mr. Oleson retired from the company in November 1996, to pursue other
interests.
</FN>
<PAGE>
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Compensation of Directors
- -------------------------
During fiscal 1997, each Director not employed by the Company or any of its
subsidiaries was compensated according to the following arrangements for his
participation in meetings of the full Board of Directors and the committee(s)
of which he was a member:
- - FULL BOARD - Through October 1996, the payment schedule was Four
Thousand Dollars ($4,000) per quarter. From November 1996 to the present,
Eighteen Thousand Dollars ($18,000) for up to six meetings per year. Any
additional in-person meetings of any length, One Thousand Dollars ($1,000).
Additional phone meetings of any length, Five Hundred Dollars ($500).
- - AUDIT COMMITTEE - Through October 1996, Two Thousand Dollars ($2,000)
per quarter. From November 1996 to the present, Five Thousand Dollars
($5,000) for up to four meetings per year. Any additional in-person meetings
of any length, One Thousand Dollars ($1,000) per meeting. Additional phone
meetings of any length, Five Hundred Dollars ($500) per meeting. The Chairman
of this committee receives an additional Three Thousand Dollars ($3,000).
- - COMPENSATION COMMITTEE - Through October 1996, Two Thousand Dollars
($2,000) to cover one meeting each quarter. Special meetings were compensated
at Seven Hundred Fifty Dollars ($750) for meetings of two hours or less or Two
Thousand Dollars ($2,000) for meetings of more than two hours. From November
1996 to the present, Five Thousand Dollars ($5,000) for up to four meetings
per year. Any additional in-person meetings of any length, One Thousand
Dollars ($1,000) per meeting. Additional phone meetings of any length, Five
Hundred Dollars ($500) per meeting. The Chairman of this committee receives
an additional Four Thousand Dollars ($4,000).
- - EXECUTIVE COMMITTEE - Through October 1996, Two Thousand Dollars
($2,000) per quarter. From November 1996 to the present, Five Thousand
Dollars ($5,000) for up to four meetings per year. Any additional in-person
meetings of any length, One Thousand Dollars ($1,000) per meeting. Additional
phone meetings of any length, Five Hundred Dollars ($500) per meeting. Dr.
London serves as the Chairman of this committee and does not receive any
compensation for this position.
- - INVESTOR RELATIONS COMMITTEE - Through October 1996, Two Thousand
Dollars ($2,000) per quarter. From November 1996 to the present, Five
Thousand Dollars ($5,000) for up to four meetings per year. Any additional
in-person meetings of any length, One Thousand Dollars ($1,000) per meeting.
Additional phone meetings of any length, Five Hundred Dollars ($500) per
meeting. The Chairman of this committee receives an additional Two Thousand
Dollars ($2,000).
Dr. London received no separate compensation for his services as Director.
However, all Directors are reimbursed for expenses associated with attending
meetings of the Board and its committees.
During fiscal 1998, Directors who are not employed by the Company or any of
its subsidiaries will be compensated on the same basis as those arrangements
established in November 1996.
Compensation of Executive Officers
- ----------------------------------
The following table summarizes compensation paid by the Company and its
subsidiaries to Dr. London, the Company's Chairman, President and Chief
Executive Officer, and the five other executive officers of the Company
during the fiscal year ended June 30, 1997, compared with the two previous
fiscal years.
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 Fiscal Salary Bonus sation
Award Options Payouts sation
Principal Position Year $ $ $
$ # $ <F1> $ <F2>
- --------------------------------------------------------------------------------
- ---------------------------------
<S> <C> <C> <C> <C>
<C> <C> <C> <C>
J. P. London 1997 $225,000 $ 85,232 -
- - - N/A $76,209
President, CEO 1996 200,000 373,358 -
- - - N/A 70,062
and Chairman 1995 200,000 450,000 -
- - - N/A 61,663
J. P. Allen 1997 $175,000 $ 42,000 -
- - - N/A $12,588
Exec. V.P., 1996<F3> - - -
- - - N/A -
Chief Financial 1995<F3> N/A N/A -
- - - N/A N/A
Officer and
Treasurer
G.R. Bradford 1997 $176,717<F4> $ 44,375 $43,707<F5>
- - 20,000 N/A $23,242
President and 1996 171,283<F4> 93,449 24,744<F5>
- - - N/A 44,233
Managing 1995 174,119<F4> $ 67,340 28,069<F5><F6>
- - - N/A 51,116
Director
of CACI Limited
Jeffrey P. Elefante 1997 $125,000 $ 30,000 -
- - 10,000 N/A $21,680
Executive Vice 1996 114,000 130,587 -
- - - N/A 21,686
President, General 1995 114,000 146,597 -
- - - N/A 14,844
Counsel and
Secretary
Joseph J. Lenz 1997 $100,000 $216,854 -
- - - N/A $30,665
President of 1996 93,750 82,557 -
- - 30,000 N/A 21,858
CACI Products 1995 64,167 107,845 -
- - - N/A 15,703
Company
Ray J. Oleson 1997 $ 63,750<F7> $166,083 -
- - - N/A $14,205
President and 1996 147,000 200,413 -
- - - N/A 37,364
Chief Operating 1995 147,000 345,665 -
- - - N/A 94,202
Officer of
CACI, Inc.
</TABLE>
- --------------------
[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. Allen was not employed by the Company until March 1996, therefore,
no compensation can be reported for FY1995 and compensation in FY1996 is less
than $100,000.
<F4> Mr. Bradford's compensation is paid partly in British pounds sterling
and is reported in this table in U.S. dollars at the average exchange rate in
effect during the fiscal year. This currency conversion causes Mr. Bradford's
reported salary to fluctuate from year-to-year because of the conversion of
pounds sterling to U.S. dollars.
<F5> Reimbursement was paid to Mr. Bradford (a U.S. citizen) for tuition
costs for Mr. Bradford's children while resident in the United Kingdom.
<F6> A cost-of-living "expatriate" adjustment was paid to Mr. Bradford to
reflect the Company's requirement for Mr. Bradford's residence in the United
Kingdom.
<F7> Mr. Oleson's salary reflects his employment with the Company for 5
months of fiscal year 1997.
</FN>
<PAGE>
STOCK OPTIONS
The table below contains information relating to stock options granted to the
Executive Officers named above.
Option Grants During Fiscal Year 1997
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
(until 6/18/07)
- --------------------------------------------------------------------------------
- ---------------
(a) (b) (c) (d) (e)
(f) (g)
% of Total
Options
Granted to
Options Employees Exercise Expir-
Granted in Fiscal Price ation
Name (#)<F1> Year (%) ($/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 20,000 11.4 $18.75 6/18/07
$235,800 $597,600
J.P. Allen 0 0 0 N/A
N/A N/A
J.P. Elefante 10,000 5.7 $18.75 6/18/07
$117,900 $298,800
J.J. Lenz 0 0 0 N/A
N/A N/A
</TABLE>
- ---------------------
[FN]
<F1> Option grants were permitted under the Company's 1986 Employee Stock
Incentive Plan and continue to be available under the stockholder-approved
1996 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. Of the shares granted to Mr. Bradford, 10,000 are exercisable
on July 1, 1999, and 10,000 are exercisable on July 1, 2000. Of the shares
granted to Mr. Elefante, 5,000 are exercisable on July 1, 1999, and 5,000 are
exercisable on July 1, 2000. All grants are exercisable for a period of ten
years, 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, if the
Grantee fails to exercise the options within 60 days of leaving the Company
after the exercise date, or if the Grantee fails to exercise the options prior
to the expiration date.
<F2> The exercise price of options granted under the Plan is equal to the
average of the high and low prices of the stock on the date of grant.
<F3> The potential realizable value of the options assumes option exercise
ten years from the date of grant and is calculated as the product of (a) the
difference between (i) the product of the per-share grant price 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 grant 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>
AGGREGATED OPTION EXERCISES IN FISCAL 1997, AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
(a) (b) (c)
(d) (e)
Shares Number of
Value of Unexercised
Acquired Unexercised Options
In-the-NMoney Options
on Value at June 30, 1997 (#) at
June 30, 1997 ($)
Exercise Realized
Name (#) ($)<F1> Exercisable Unexercisable
Exercisable Unexercisable
- --------------------------------------------------------------------------------
- ------------------
<S> <C> <C> <C> <C>
<C> <C>
J.P. London 0 $0 198,500 0
$2,549,312 $0
R.J. Oleson 215,000 $3,529,220 0
0 $0 $0
G.R. Bradford 0 $0 85,000 20,000
$911,363 $0
J.P. Allen 10,000 $72,500 0
40,000 $0 $210,000
J.P. Elefante 0 $0 30,000 10,000
$300,830 $0
J.J. Lenz 1,666 $21,450 5,000 25,000
$11,250 $56,250
</TABLE>
- --------------------
[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 $15.25, based on the closing price of the Common
Stock as reported on the NASDAQ National Market on June 30, 1997).
</FN>
EMPLOYMENT AGREEMENT
On August 17, 1995, the Company entered into an employment agreement (the
"Employment Agreement") with Dr. J.P. London, the Chairman of the Board,
President and Chief Executive Officer of the Company. The purpose of the
Employment 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 one year 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, 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, except for the occurrence of a change of
control, the Employment Agreement provides that the Company will pay an amount
equal to eighteen (18) months of Dr. London's current base salary. In the
event of a termination within one year of the effective date of a change of
control, as defined in the Agreement, the Employment Agreement provides for a
termination payment equal to thirty-six (36) months of Dr. London's current
base salary, as defined in the Agreement.
COMPANY STOCK PERFORMANCE CHART
The following chart shows how $100 invested as of June 30, 1992, in shares of
the Company's Common Stock would have grown during the five-year period ended
June 30, 1997, 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 Technology 500 Index.
Comparison of Five Year Cumulative Total Return
- -----------------------------------------------
CACI International Inc, S&P 500 Index, and S&P Technology - 500
Company/Index Name 1992 1993 1994 1995 1996 1997
- ---------------------------------------------------------------------------
CACI International Inc $100.00 $ 96.04 $178.95 $257.89 $331.58 $321.05
S&P 500 Index 100.00 100.00 126.49 205.81 245.25 372.84
S&P Technology-500 100.00 100.00 115.23 145.27 183.04 246.55
STOCK INCENTIVE PLAN
During fiscal 1997, the Company's 1986 Employee Stock Incentive Plan (the
"1986 Plan") expired by its terms on September 24, 1996. The Board of
Directors adopted the 1996 Stock Incentive Plan (the "1996 Plan") to replace
the 1986 Plan. The 1996 Plan was approved by a majority vote of the
stockholders at the November 14, 1996 Annual Meeting.
The Company's 1996 Plan is intended to advance the best interests of the
Company and its subsidiaries 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
stake of these key employees in the success of the Company and encouraging
them to remain in the employ of the Company and its subsidiaries. In addition,
to accomplish these goals, the 1996 Plan is intended to provide additional
incentive to highly qualified candidates to accept employment with the
Company.
The 1996 Plan is administered by the Board's Compensation Committee. At least
twice each fiscal year, the Compensation Committee meets to designate eligible
employees, if any, to participate under the 1996 Plan and the type, amount,
dates and terms 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 (the "Code") (pertaining to
Incentive Stock Options).
Participation in the 1996 Plan may be in the form of an award of (i) options
to purchase Common Stock intended to qualify as incentive stock options, as
defined in Section 422A of the Code, (ii) options not qualifying under Section
422A (i.e., non-qualified options), (iii) shares of stock at no cost or at a
purchase price set by the Committee, subject to restrictions and conditions
determined by the Committee, (iv) unrestricted shares of stock at prices set
by the Committee, (v) rights to acquire shares of Common Stock upon attainment
of performance goals specified by the Committee, and (vi) rights to receive
cash payments based on or measured by appreciation in the market price of the
Common Stock (Stock Appreciation Rights).
Awards may be granted under the 1996 Plan to officers and employees of the
Company or any of its subsidiaries. The total number of shares of Common
Stock that may be issued pursuant to the 1996 Plan is 1,500,000. No employee
may be granted awards under the 1996 Plan, including stock options and stock
appreciation rights, with respect to more than 300,000 shares in any calendar
year.
OTHER COMPENSATION PLANS
In fiscal year 1997, pursuant to its tax qualified Pension Plan, the Company
contributed to a trust an amount equal to 2.5% of a qualified employee's total
fiscal year cash compensation, up to $35,000 per year, and an amount equal to
5% of cash compensation in excess of $35,000 per year subject to maximum
contribution limitations. Participants selected from a variety of investment
options available through the Pension Plan, including a CACI Common Stock
investment option. Similarly, under the Company's 401(k) Plan, participants
selected from a variety of investment options, including a CACI Common Stock
investment option. Effective July 1, 1997, the Company merged its Pension
Plan and voluntary 401(k) Plan into a single CACI $MART Plan. Participants in
the Pension Plan all became fully vested on June 30, 1997, and participant
balances were transferred to the new $MART Plan. The $MART Plan authorizes
employees to contribute up to 15% (subject to certain limitations and annual
vesting) of their total compensation. The Company will provide matching
contributions of 50% of the amount of the employee's contribution up to 6% of
the employee's total cash compensation. In addition, the Company may also
make discretionary profit sharing contributions to the $MART Plan. The CACI
Common Stock investment option in the $MART Plan (as was true of the Pension
Plan and 401(k) plan), provides an additional way to link officer and employee
interests more directly to that of stockholders.
COMPENSATION COMMITTEE REPORT FOR FY97
The Company's executive compensation policies and practices are overseen by
the Compensation Committee of the Board of Directors (the "Committee"). In
fiscal 1997, between July 1 and November 14, 1996, the members of the
Committee were Dr. Paul J. Coleman, Larry L. Pfirman, Charles P. Revoile, and
John M. Toups. From and after November 14, 1996, the members of the Committee
were Richard L. Leatherwood, Larry L. Pfirman, Charles P. Revoile, Richard P.
Sullivan and John M. Toups. Each Committee member is a non-employee
Director. Committee actions concerning executive officer compensation are
subject to full Board of Directors review. Award decisions under the
Company's 1986 and 1996 stock incentive plans, however, are delegated
exclusively to the Committee.
Set forth below is the report of the Committee for fiscal 1997 addressing the
Company's executive compensation policies for fiscal 1997 as they affected (1)
Dr. London and (2) Messrs. Allen, Bradford, Elefante, Lenz and Oleson, who
were the Company's Executive Officers (Executive Officers).
Executive Compensation Policies
- -------------------------------
Executive Officers' compensation levels are intended to be fair (but not
excessive) and competitive with similar size companies in the Company's
industry. In setting compensation levels, the Committee takes into account
both objective and subjective performance criteria, including: (1) the
Company's after-tax earnings; (2) actual versus target operating performance
in terms of revenue and after-tax earnings; (3) each officer's initiative and
contributions to overall performance; (4) achievement of specific, pre-set
strategic objectives; (5) managerial ability; and (6) performance of special
projects. <F1> Incentive compensation programs typically include performance
thresholds, or cut levels, below which either no bonus or a significantly
reduced bonus is paid. It is the Committee's intent by considering these
criteria to tie a significant portion of the Executive Officer's compensation
to Company performance.
[FN]
<F1> The Committee also considers cost-of-living and expatriate adjustments
for Executive Officers serving outside the United States. At present, Mr.
Bradford, Executive Vice President of the Company and President and Managing
Director of CACI Limited, a Company subsidiary in the United Kingdom, is the
only Executive Officer serving abroad.
</FN>
The Company uses stock-based compensation to the Executive Officers as a means
of (1) aligning the interests of management with those of the stockholders,
and (2) retaining key executives through the use of stock option awards with
future exercise dates.
Executive Officers also are permitted to participate in certain broad-based
employee benefit plans (described herein on page 21) on substantially the same
terms as other employees who meet applicable eligibility criteria, subject to
any legal limitation placed on the amounts that may be contributed or the
benefits that may be payable under such plans. For example, the Company made
contributions to the Company's pension plan on behalf of the Executive
Officers based on their compensation amounts. In 1997, the Company will make
matching contributions to the 401(k) $MART Plan.
Relationship of Executive Compensation to Company Performance
- -------------------------------------------------------------
Compensation paid to the Executive Officers in fiscal 1997 (as reflected in
the Summary of Executive Officer Compensation table included in this Proxy
Statement) consisted primarily of base salary and performance bonus, along
with specific stock option grants (as reflected in the Option Grants During
Fiscal Year 1997 table).
Compensation plans for fiscal 1997 were developed late in fiscal 1996
following a review of compensation to ascertain the compensation levels which
would be necessary or desirable to maintain the Company's compensation
structure on a competitive basis, and to provide appropriate incentive for
achieving desired Company performance. Specific performance targets were
established and incorporated into fiscal year business plans which were
developed by the Executive Officers under the supervision of the Chief
Executive Officer and approved by the Board of Directors.
The approved fiscal year business plans were used as the basis for the
Company's performance bonus plans, which provided for bonus payments to
Executive Officers based on actual versus target operating performance in
terms of after-tax earnings for the Company as a whole, and for those
Executive Officers in charge of an operating unit, for the Officer's
particular unit. These plans included "cut", "target", and "stretch"
performance thresholds tying the amount of bonus payment closely to operating
performance: (1) performance below the "cut" level generated no payment; (2)
performance between "cut" and "target" generated bonus payments at the base
level; (3) performance between "target" and "stretch" generated bonus payments
at the median level; and (4) performance at or above "stretch" generated bonus
payments at the higher level.
The Company's incentive compensation plans also allowed for payment of
additional compensation on the basis of achievement of (1) specific, pre-set
strategic objectives and (2) an evaluation of each Executive Officer's
initiative and contribution to overall performance apart from quantitative
financial performance. Payments pursuant to such subjective criteria were
considered close to the end of fiscal 1997 after discussions among the
Committee and, for all Executive Officers other than Dr. London, after
discussions between the Committee and Dr. London. In fiscal year 1997, the
Committee determined that no such awards would be made.
Chief Executive Officer Compensation
- ------------------------------------
The Committee's approach to setting the Chief Executive Officer's
compensation, as in the case of the other Executive Officers, is to tie a
significant portion of his compensation to Company performance, while seeking
to be competitive with other similar size companies in the Company's industry
and to provide the Chief Executive Officer with some certainty as to the level
of his compensation through base salary. The Committee believes that this
approach appropriately motivates the Chief Executive Officer to achievement of
Company performance goals.
Dr. London's salary and bonus compensation for fiscal 1997 was $310,232, a
decrease of $263,126 from fiscal 1996 as a result of the operation of Dr.
London's incentive compensation plan applied to the Company's after-tax
earnings in fiscal 1997.
Dr. London's fiscal 1997 incentive compensation was based on the Company's net
after-tax profit, both for individual quarters within the fiscal year and for
the fiscal year as a whole. Subject to a cap of Five Hundred Thousand Dollars
($500,000) on the aggregate of quarterly and annual bonuses earned, Dr. London
was entitled to a bonus based on each quarter's net after-tax profit so long
as that profit exceeded the net after-tax profit for the same quarter of
fiscal 1996, and a larger, variable bonus upon reaching or exceeding a
pre-determined threshold net after-tax profit level for the fiscal year. With
the Company failing to reach its fourth quarter and annual earnings targets
during fiscal year 1997, by operation of the applicable bonus formulae, Dr.
London earned $85,232 in aggregate incentive compensation for quarterly net
after-tax profit results for the first three quarters of the fiscal year.
The Committee believes that in view of the Company's performance for the year,
Dr. London's compensation for fiscal 1997 was reasonable.
In June, 1997, the Committee and the Board of Directors approved a bonus
arrangement for Dr. London for fiscal 1998 which ties a significant portion of
Dr. London's compensation to the achievement by the Company of certain profit
results during fiscal year 1998.
RESPECTFULLY SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS:
Charles P. Revoile, Chairman Richard L. Leatherwood Larry L. Pfirman
Richard P. Sullivan John M. Toups
TRANSACTIONS WITH MANAGEMENT AND OTHERS;
OTHER INFORMATION
In 1995, the Company offered severance compensation agreements (the "Severance
Agreement") to Mr. Bradford, Mr. Elefante and Mr. Oleson. In March 1996, the
Company offered a Severance Agreement to Mr. Allen. Each of the Severance
Agreements provides for automatic one year renewal; therefore, all Severance
Agreements were renewed in fiscal year 1997, with the exception of Mr.
Oleson's which was terminated when he left the Company in November 1996. The
Severance Agreement maximizes the availability to the Company of each
Executive Officer's managerial experience and knowledge of the affairs of the
Company. The Severance Agreement provides for the payment of severance in an
amount equal to twelve (12) months base salary, in the event that Executive's
employment is terminated for any reason other than cause, death, medical or
physical incapacity, voluntary retirement or resignation. In the event of a
termination within one (1) year of the date of a change-of-control, the
severance payment to the Executive will be twenty-four (24) months base
salary. The term of the Severance Agreement is one (1) year, with automatic
renewal, subject to change in the Senior Executive Policy applicable to the
Executive Officers.
There exist no other transactions with management and others (as defined by
applicable regulations), to which the Company or any of its subsidiaries was a
party in fiscal year 1997 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, 1998. At the Annual Meeting,
stockholders will vote on whether to ratify the selection of Deloitte & Touche
LLP. 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 LLP 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 LLP,
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 Eight Thousand Dollars ($8,000) 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 other 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 1998 Annual Meeting,
stockholder proposals must be received by the Company on or before June 1,
1998.
DOCUMENTS INCORPORATED BY REFERENCE
(1) The Company's Annual Report on Form 10-K for the Fiscal Year ended June
30, 1997, filed with the Securities and Exchange Commission on or about
September 16, 1997, 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: September 23, 1997
<PAGE>
Appendix A: Notice of Annual Meeting of Stockholders, mailed with Proxy
Statement to all stockholders on or about September 25, 1997.
Appendix B: 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 September 25, 1997.
Appendix C: Proxy Card, mailed with Proxy Statement to all stockholders on or
about September 25, 1997.
Appendix D: Reminder Card, mailed with Proxy Statement to all stockholders on
or about September 25, 1997.
<PAGE>
Appendix A
CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held November 20, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of CACI International Inc (the "Company") will be held on November
20, 1997, 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 or as may otherwise properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 22, 1997,
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 the Radisson Plaza Hotel at Mark
Center, 5000 Seminary Road, Alexandria, Virginia 22311, from November 5, 1997
through November 20, 1997 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: September 23, 1997
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 PREVIOUSLY HAVE 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 B
CACI International Inc
----------------------
September 23, 1997
Dear Stockholder:
I cordially invite you to attend your Company's 1997 Annual Meeting of Stockhold
ers on November 20, 1997, 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 PREVIOUSLY HAVE 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
[PROXY CARD]
[Front]
Common Stock CACI International Inc
PROXY FOR NOVEMBER 20, 1997 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 20, 1997, 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 below) (to vote for all
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.)
Richard L. Leatherwood J.P. London Charles P. Revoile
Larry L. Pfirman Warren R. Phillips John M. Toups
William B. Snyder Richard P. Sullivan
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.
[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>
[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: , 1997
---------------
-----------------------------
Signature of Beneficial Owner
------------------------------
Signature of Beneficial Owner
<PAGE>
Appendix D
[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.
<PAGE>
[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
