Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CACI International Inc
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(Exact name of issuer as specified in its charter)
Delaware 54-1345888
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 North Glebe Road, Arlington VA 22201
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(Address of principal executive offices) (Zip Code)
CACI International Inc
1996 Stock Incentive Plan
-------------------------
(Full title of the plans)
Jeffrey P. Elefante
Executive Vice President and General Counsel
CACI International Inc
1100 North Glebe Road
Arlington, VA 22201
(703) 841-7800
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
David W. Walker, Esq.
Foley, Hoag & Eliot
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock 1,500,000 $22.81<F1> $34,218,750<F1> $10,369.32<F1>
(par value $0.01) shares
<F1> Estimated pursuant to Rule 457 (c) and (h) based on the average of the
high and low prices of the Common Stock as reported on January 22, 1996 on
the NASDAQ Stock Market.
<PAGE>
Prospectus
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THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
January 24, 1997
INTRODUCTION
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This Prospectus relates to 1,500,000 shares of Common Stock, $0.10 par value
per share ("Common Stock"), to be offered to key employees and officers of
CACI International Inc and its subsidiaries (the "Company") under an employee
benefit plan providing for the grant of a variety of stock incentive awards,
designated the 1996 Stock Incentive Plan (the "1996 Plan").
THE 1996 PLAN
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Purpose
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The purpose of the 1996 Plan is to provide additional incentive to executives
and other key employees of the Company and its subsidiaries. As described
below, the 1996 Plan permits the issuance of incentive stock options, non-
qualified stock options, conditioned stock awards, unrestricted stock awards,
performance share awards and stock appreciation rights (collectively,
"Awards")
The 1996 Plan authorizes the grant of (i) options to purchase Common Stock
intended to qualify as incentive stock options ("Incentive Options"), as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) options that do not so qualify ("Nonqualified 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").
Up to 1,500,000 shares of Common Stock (subject to adjustment upon certain
changes in the capitalization of the Company) may be issued pursuant to
options granted under the 1996 Plan. 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.
The 1996 Plan will be administered by a Committee of Directors who are not
officers or employees of the Company (the "Committee"). The Committee will
select the individuals to whom options are granted and will determine the
option exercise price and other terms of each award, subject to the
provisions of the 1996 Plan. Incentive Options may be granted under the 1996
Plan to employees, including officers. As of December 31, 1996,
approximately 3,500 employees were eligible to participate in the 1996 Plan.
Nonqualified Options may be granted under the 1996 Plan to employees and
officers.
No options may extend for more than ten years from the date of grant (five
years in the case of an optionee who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any
parent or subsidiary ("greater-than-ten-percent-stockholders"). The exercise
price of Incentive Options granted under the 1996 Plan must be at least equal
to the fair market value of the Common Stock on the date of grant (110% of
fair market value in the case of a greater-than-ten-percent-stockholder).
The aggregate fair market value (determined at the time of grant) of shares
issuable pursuant to Incentive Options which first become exercisable by an
employee or officer in any calendar year may not exceed $100,000.
Options are non-transferable except by will or by the laws of descent or
distribution and are exercisable, during the optionee's lifetime, only by the
optionee. Incentive Options generally may not be exercised after (i)
termination of the optionee's employment by the Company for cause, (ii)
ninety days after termination of the optionee's employment by the Company
without cause or by the optionee voluntarily, including retirement in
accordance with the Company's policy, (iii) one year following the optionee's
termination of employment with the Company by reason of disability, and (iv)
two years following an optionee's death if the optionee's death occurs prior
to termination of the optionee's employment with the Company. The terms and
conditions of Nonqualified Options and Stock Appreciation Rights will be
determined by the Committee in connection with each grant, if any.
Payment of the exercise price of the shares subject to the option may be made
with (i) cash or check for an amount equal to the option price for such
shares, (ii) with the consent of the Committee, shares of Common Stock having
a fair market value equal to the option price of such shares, (iii) with the
consent of the Committee, delivery of such documentation as the Committee and
the broker, if applicable, will require to effect an exercise of the option
and delivery to the Company of the sale or loan proceeds required to pay the
option price, (iv) with the consent of the Committee, such other
consideration which is acceptable to the Committee and has a fair market
value equal to the option price of such shares, or (v) with the consent of
the Committee, a combination of the foregoing.
Federal Income Tax Information with Respect to the 1996 Stock Incentive Plan
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The grantee of a Nonqualified Option recognizes no income for federal income
tax purposes on the grant thereof. On the exercise of a Nonqualified Option,
the difference between the fair market value of the underlying shares of
Common Stock on the exercise date and the option exercise price is treated as
compensation to the holder of the option taxable as ordinary income in the
year of exercise, and such fair market value becomes the basis for the
underlying shares which will be used in computing any capital gain or loss
upon disposition of such shares. Subject to certain limitations, the Company
may deduct for the year of exercise an amount equal to the amount recognized
by the option holder as ordinary income upon exercise of a Nonqualified
Option.
The grantee of an Incentive Option recognizes no income for federal income
tax purposes on the grant thereof. Except as provided below with respect to
the alternative minimum tax, there is no tax upon exercise of an Incentive
Option. If no disposition of shares acquired upon exercise of the Incentive
Option is made by the option holder within two years from the date of the
grant of the Incentive Option or within one year after exercise of the
Incentive Option, any gain realized by the option holder on the subsequent
sale of such shares is treated as a long-term capital gain for federal income
tax purposes. If the shares are sold prior to the expiration of such
periods, the difference between the lesser of the value of the shares at the
date of exercise or at the date of sale and the exercise price of the
Incentive Option is treated as compensation to the employee taxable as
ordinary income and the excess gain, if any, is treated as capital gain
(which will be long-term capital gain if the shares are held for more than
one year).
The excess of the fair market value of the underlying shares over the option
price at the time of exercise of an Incentive Option will constitute an item
of tax preference for purposes of the alternative minimum tax. Taxpayers who
incur the alternative minimum tax are allowed a credit which may be carried
forward indefinitely to be used as a credit against the regular tax liability
in a later year; however, the minimum tax credit can not reduce the regular
tax below the alternative minimum tax for that carryover year.
Availability of Documents Incorporated by Reference
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A copy of any document incorporated by reference in Item 3 of Part II of the
Registration Statement of which this Prospectus is a part (not including
exhibits), such documents incorporated by reference constituting a prospectus
under Section 10(a) of the Act, and any other documents required to be
delivered to employees pursuant to Rule 428(b) promulgated under the Act will
be provided to any option holder by the Company upon written or oral request
to the Company's Executive Vice President and General Counsel, CACI
International Inc, 1100 North Glebe Road, Arlington, Virginia 22201,
telephone (703) 841-7800.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by
reference:
(a) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission under Section 12
of the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
(b) the Company's Annual Report on Form 10-K for the year ended June
30, 1996, File No. 0-8401, filed with the Commission on September 27, 1996.
(c) the Company's Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1996 , File No. 0-8401.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the securities registered hereby is being passed upon for the
Company by Foley, Hoag & Eliot, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers.
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Article V, Section 9 of the Company's By-Laws provides as follows:
"Every person who was or is a party or is threatened to be made a party to or
is involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he or a person
of whom he is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, shall be indemnified and held
harmless to the fullest extent legally permissible under the General
Corporation Law of the state of Delaware from time to time against all
expense, liability, and loss (including attorneys' fees, judgments, fines,
and, if approved by the Board of Directors, amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith.
"If authorized by the Board of Directors, expenses incurred in connection
with the defense of any civil or criminal action, suit, or proceeding may be
paid by the Corporation in advance of the disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay such amounts if it shall be ultimately determined that he is
not entitled to be indemnified by the Corporation.
"The foregoing right of indemnification shall be in addition to, and not
exclusive of, all other rights to which such director or officer may be
entitled. Payments pursuant to the Corporation's indemnification of any
person hereunder shall be reduced by any amounts such person may collect as
indemnification under any policy of insurance purchased and maintained on his
behalf by this or any other Corporation."
The effect of these provisions would be to permit such indemnification by the
Company for liabilities arising out of the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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4.1 Articles of Organization of the Company.
4.2 By-Laws of the Company.
4.3 1996 Incentive Stock Plan.
5.1 Opinion of Counsel.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
Item 9. Undertakings.
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1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
2. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs 2(a)(i) and 2 (a) (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arlington, Virginia, on this 24th day of January
1997.
CACI International Inc
By: /s/
---------------------------------
Jeffrey P. Elefante
Executive Vice President and
General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James P. Allen and Jeffrey P. Elefante, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or either of them, may deem necessary or
advisable to be done in connection with this Registration Statement, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or any substitute or substitutes for either or both of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/
- ---------------------------- President and Chairman, January 24, 1997
J.P. London Director
(Principal Executive
Officer)
/s/
- ---------------------------- Executive Vice President, January 24, 1997
James P. Allen Treasurer
(Principal Financial
Officer)
<PAGE>
/s/
- ---------------------------- Director January 24, 1997
Richard L. Leatherwood
/s/
- ---------------------------- Director January 24, 1997
Alan S. Parsow
/s/
- ---------------------------- Director January 24, 1997
Larry L. Pfirman
/s/
- ---------------------------- Director January 24, 1997
Warren R. Phillips
/s/
- ---------------------------- Director January 24, 1997
Charles P. Revoile
/s/
- ---------------------------- Director January 24, 1997
William B. Snyder
/s/
- --------------------------- Director January 24, 1997
Richard P. Sullivan
/s/
- --------------------------- Director January 24, 1997
John M. Toups
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
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4.1 Articles of Organization of the Company
(Filed as Exhibit 3.1 to the Company's Annual report on Form 10-K
for the year ended June 30, 1996, file no. 08401)
4.2 By-Laws of the Company
(Filed as Exhibit 3.2 to the Company's Annual report on Form 10-K
for the year ended June 30, 1996, file no. 08401)
4.3 1996 Stock Incentive Plan
5.1 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
of
CACI International Inc <F1>
THE UNDERSIGNED INCORPORATOR(S), in order to form a corporation for
the purposes hereinafter stated, under and pursuant to the
provisions of the General Corporation Law of the State of Delaware,
do hereby certify as follows:
FIRST: The name of the corporation is CACI International Inc <FN1>
SECOND: The registered office of the corporation is to be located
at 306 South State Street, in the City of Dover in the County of
Kent, in the State of Delaware, 19901. The name of its registered
agent at the address is the United States Corporation Company.
THIRD: The objects and purposes of the corporation are to engage
in any lawful business and activity for which a corporation may be
organized under the General Corporation Law of Delaware, including:
The corporation shall have the power to do any and all acts and
things necessary or useful to its business and purposes, and shall
have the general, specific and incidental powers and privileges
granted to it by statute, including:
To enter into and perform contracts; to acquire and exploit
patents, trademarks, rights of all kinds and related and other
interests; to acquire, use, deal in and with, encumber and dispose
of real and personal property without limitation including
obligations and/or securities; to borrow and lend money for its
corporate purposes; to invest and reinvest its funds, and take,
hold and deal with real and personal property as security for the
payment of funds loaned or invested, or otherwise; to vary any
investment or employment of capital of the corporation from time to
time; to create and/or participate with other corporations and
entities for the performance of all undertakings, as partner, joint
venturer, or otherwise, and to share or delegate control therewith
or thereto.
To pay pensions and establish and carry out pension, profit
sharing, stock option, stock purchase, stock bonus, retirement,
benefit, incentive or commission plans, trust and provisions for
any or all of its directors, officers and employees, and for any or
all of the directors, officers and employees of its subsidiaries;
and to provide insurance for its benefit on the life of any of its
directors, officers or employees, or on the life of a stockholder
for the purpose of acquiring at his death shares of its stock owned
by such stockholder.
To invest in and merge or consolidate with any corporation in such
manner as may be permitted by law; to aid in any manner any
corporation whose stocks, bonds or other obligations are held or in
any manner guaranteed by this corporation, or in which this
corporation is in any way interested; to do any other acts or
things for the preservation, protection, improvement or enhancement
of the value of any such stock, bonds or other securities; and
while owner of any such stock, bonds or other securities to
exercise all the rights, powers and privileges of ownership
thereof, and to exercise any and all voting powers thereon; and to
guarantee the indebtedness of others and the payment of dividends
upon any stock, the principal or interest or both of any bonds or
other securities, and the performance of any contracts.
To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of
the objects or the furtherance of any of the powers hereinbefore
set forth, either alone or in association with other corporations,
firms, partnerships or individuals, and to do every other act and
thing incidental or appurtenant to or growing out of or connected
with the aforesaid business or powers or any part or parts thereof,
to the extent permitted by the laws of Delaware under which this
corporation is organized, and to do all such acts and things and
conduct business and have one or more offices and exercise its
corporate powers in any and all places, without limitation.
FOURTH: <FN2> The total number of shares of all classes which the
corporation shall have the authority to issue is Ninety Million
(90,000,000), consisting of Forty Million (40,000,000) shares of
Class A Common Stock of the par value of $0.10 per share
(hereinafter called "Class A Common Stock"), Forty Million
(40,000,000) shares of Class B Common Stock of the par value of
$0.10 per share (hereinafter called "Class B Common Stock"), and
Ten Million (10,000,000) shares of preferred stock (hereinafter
called "Preferred Stock") of the par value of $0.10 per share.
The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article FOURTH, to
provide for the issuance of the shares of Preferred Stock in
series, and by filing a certificate pursuant to the applicable law
of the State of Delaware, to establish from time to time the number
of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each
series and the qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment of
dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;
(d) Whether that series shall have conversion privileges, and,
if the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board
of Directors shall determine;
(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at
different redemption dates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of
the corporation, and the relative rights of priority, if any, of
payment of shares of that series;
(h) Any other relative rights, preferences and limitations of
that series.
Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be
paid or declared and set apart for payment on the common shares
with respect to the same dividend period.
If upon voluntary or involuntary liquidation, dissolution or
winding up of the corporation, the assets available for
distribution to holders of shares of Preferred Stock of all series
shall be insufficient to pay such holders the full preferential
amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with
respect thereto.
The powers, preferences and rights, and the qualifications,
limitation and restrictions thereof, of each class of common stock,
are as follows:
1. Voting
(a) While any shares of Class B Common Stock are issued and
outstanding, and subject to the provisions of the following
paragraph (b), at every meeting of the stockholders every holder of
Class A Common Stock shall be entitled to one (1) vote in person or
by proxy for each share of Class A Common Stock standing in his
name on the stock transfer records of the corporation, and every
holder of Class B Common Stock shall be entitled to ten (10) votes
in person or by proxy for each share of Class B Common Stock
standing in his name on the stock transfer records of the
corporation, provided that at every meeting of the stockholders
called for the election of directors the holders of Class A Common
Stock, voting separately as a class, shall be entitled to elect
one-quarter (1/4) of the number of directors to be elected at such
meeting. If one-quarter (1/4) of such number of directors is not
a whole number, then the holders of Class A Common Stock, voting
separately as a class, shall be entitled to elect the next higher
whole number of directors to be elected at such meeting. The
holders of Class B Common Stock voting as a class shall be entitled
to elect the remaining number of directors constituting the full
board. Directors elected by the holders of a Class of Common
Stock, voting separately as a class, may be removed, with or
without cause, only by a vote of the holders of a majority of the
shares of such Class of Common Stock then outstanding, voting
separately as a class. If, during the interval between annual
meetings of stockholders for the election of directors, the number
of directors who have been elected by the holders of either Class
of Common Stock voting separately as a class shall, by reason of
resignation, death or removal, be reduced, the vacancy or vacancies
in the directors elected by the holders of such Class of Common
Stock voting separately as a class shall be filled by a majority
vote of the remaining directors representing such Class then in
office, even if less than a quorum, and if not so filled within
forty (40) days after the creation of such vacancy or vacancies,
the Secretary of the corporation shall call a special meeting of
the holders of such Class of Common Stock and such vacancy or
vacancies shall be filled at such special meeting. Any director
elected to fill any such vacancy by the remaining directors then in
office may be removed from office by vote of the holders of a
majority of the shares of the represented Class of Common Stock
then outstanding, voting separately as a class.
(b) If, while any shares of Class B Common Stock are issued and
outstanding, Herbert W. Karr shall cease to be a holder of Class B
Common Stock, or if any "Conversion Event", as defined in
subparagraph (c) of paragraph 4 below, shall occur as to Herbert W.
Karr, then and in any such event (a "Change-over Event"), the
number of directors which may be elected by each Class of Common
Stock shall be adjusted as follows:
(i) Prior to the first annual meeting of stockholders
following the first anniversary of the Changeover Event (the
"Second Annual Meeting"), the holders of Class A Common Stock and
Class B Common Stock shall be entitled to elect directors as
provided in the preceding paragraph (a).
(ii) Commencing with the Second Annual Meeting, and prior
to the annual meeting following the second anniversary of the
Change-over Event (the "Third Annual Meeting"), the holders of
Class B Common Stock shall be entitled to elect the largest whole
number of directors which is equal to or less than five-eighths
(5/8) of the full Board, and the holders of Class A Common Stock
shall be entitled to elect the remaining directors.
(iii) Commencing with the Third Annual Meeting, and prior
to the Conversion Date (defined hereinafter), the holders of Class
B Common Stock shall be entitled to elect the largest whole number
of directors which is equal to or less than one-half (1/2) of the
full Board, and the holders of Class A Common Stock shall be
entitled to elect the remaining directors.
(iv) At the close of business on the date (the
"Conversion Date") that is sixty-one (61) days prior to the date on
which the annual meeting following the third anniversary of the
Changeover Event would be held in accordance with the certificate
of incorporation and the by-laws of the corporation, all issued and
outstanding shares of Class B Common Stock, and all shares of Class
B Common Stock held in treasury, shall be deemed to be converted
into an equal number of shares of Class A Common Stock, immediately
and without further action; and thereafter no share of Class B
Common Stock shall be issued. Commencing on the Conversion Date
and continuing thereafter, the holders of Class A Common Stock
shall be entitled to elect all the directors of the corporation as
provided in subparagraph (d) of this paragraph 1.
(c) At any time when the number of issued and outstanding
shares of Class A Common Stock is less than 10% of the aggregate
number of issued and outstanding shares of Common Stock of both
Class A and Class B, then the provisions of the preceding
paragraphs (a) and (b) shall not be applicable to the election of
directors, and all holders of Common Stock of Class A and Class B
shall be entitled to vote as a single class for the election of
directors, with each share of Common Stock of either class having
one (1) vote. Directors elected by the holders of both Classes of
Common Stock may be removed, with or without cause, only by a vote
of the holders of a majority of both Classes of Common Stock voting
together as a single class.
(d) If and whenever there are no shares of Class B Common Stock
issued and outstanding, every holder of Class A Common Stock shall
be entitled to one (1) vote on all matters, including the election
of directors, for each share of Class A Common stock standing in
his name on the stock transfer records of the corporation.
(e) Every reference in this certificate of incorporation to a
majority or other proportion of shares of stock shall refer to such
majority or other proportion of the votes of such shares of stock
of any applicable class.
2. Dividends
(a) No cash dividend shall be declared or paid with respect to
shares of Class B Common Stock unless a cash dividend with respect
to Class A Common Stock, equal in amount per share to one hundred
ten per cent (110%) of the amount per share declared with respect
to the Class B Common Stock, is declared and paid for the same
dividend period.
(b) In the event of any stock split, stock dividend or similar
adjustment to either Class of Common Stock, the voting rights and
dividend preferences of such Class shall be proportionately
adjusted to maintain the voting rights and dividend rights of the
two Classes of Common Stock in the same proportions as they existed
immediately prior to said adjustment; provided, no such
proportionate adjustment shall be made on account of the 30% stock
dividend (the "Exchange Offer Dividend") described in the Form S-4
registration statement of the corporation filed with the Securities
and Exchange Commission in October 1985.
(c) In the event of any stock split, stock dividend (other than
the Exchange Offer Dividend) or similar adjustment to either Class
of Common Stock, the Offer Price (as defined in subparagraph (b) of
paragraph 4) and the conversion ratio for the conversion of Class
B Common Stock into Class A Common Stock shall be equitably
adjusted by the Board of Directors.
3. Restrictions on Transfer
(a) No person holding shares of Class B Common Stock
(hereinafter called a "Class B Holder") may transfer, and the
corporation shall not register the transfer of such shares of Class
B Common Stock, whether by sale, assignment, gift, bequest,
appointment or otherwise, except to a Permitted Transferee of such
Class B Holder, which term shall have the following meanings:
(i) Except as provided in the following clause (ii),
"Permitted Transferee" shall mean only a person who, immediately
before the registration of any such Transfer, is a holder of record
of one or more shares of Class B Common Stock.
(ii) With respect to shares of Class B Common Stock which
are the subject of the Shareholders' Agreement dated as of December
1, 1985 among the corporation, Herbert W. Karr ("Karr"), J.P.
London ("London"), and certain other holders of Class B Common
Stock (the "Shareholders' Agreement"), "Permitted Transferee" shall
mean a person to whom, in the opinion of counsel to the
corporation, shares of Class B Common Stock may be transferred in
conformity with the provisions of the Shareholders' Agreement.
(b) Notwithstanding anything to the contrary set forth herein,
any Class B Holder may pledge such Holder's shares of Class B
Common Stock to a pledgee pursuant to a bona fide pledge of such
shares as collateral security for indebtedness due to the pledgee,
provided that such shares shall not be transferred to or registered
in the name of the pledgee and shall remain subject to the
provisions of this paragraph 3. In the event of foreclosure or
other similar action by the pledgee, or the transfer, pursuant to
an attachment, lien or similar process, of Class B Common Stock to
a bona fide creditor of any Class B Holder in satisfaction of an
obligation owed to said creditor, such shares of Class B Common
Stock must, as soon as reasonably practicable, be either (i)
transferred to a Permitted Transferee of the pledger or creditor or
(ii) converted into shares of Class A Common Stock, as the pledgee
or creditor may elect, in accordance with the restrictions on
transfer and conversion as stated herein.
(c) Any purported transfer of shares of Class B Common Stock
not permitted hereunder shall be void and of no effect, and the
purported transferee shall have no rights as a stockholder of the
corporation and no other rights against or with respect to the
corporation. The corporation may, as a condition to the transfer
or the registration of transfer of shares of Class B Common Stock
to a purported Permitted Transferee, require the furnishing of such
affidavits or other proof as it deems necessary to establish that
such transferee is a Permitted Transferee. The corporation may
note on the certificates for shares of Class B Common Stock the
restrictions on transfer and registration of transfer set forth in
this paragraph 3.
4. Conversion of Class B to Class A
(a) Each share of Class B Common Stock may at any time be
converted into one (1) fully paid and nonassessable share of Class
A Common Stock subject to the provisions of this paragraph 4. Such
right shall be exercised by the surrender to the corporation of the
certificate representing such share of Class B Common Stock to be
converted, at any time during normal business hours at the
principal executive offices of the corporation, or if an agent for
the registration of transfer of shares of Class B Common Stock is
then duly appointed and acting (said agent being hereinafter called
the "Transfer Agent") then at the office of the Transfer Agent,
accompanied by (i) a written notice of the election by the holder
thereof to convert, (ii) evidence satisfactory to the corporation's
counsel of compliance with the provisions of the following
paragraph (b), and (iii) (if so required by the corporation or the
Transfer Agent) instruments of transfer in form satisfactory to the
corporation and to the Transfer Agent, duly executed by such holder
or his duly authorized attorney, and transfer tax stamps or funds
therefor, if required pursuant to subparagraph (i) below.
(b) No share of Class B Common Stock shall be converted to
Class A Common Stock unless the holder thereof has first offered to
sell that share to the other Class B Holders and to the
corporation, as follows:
(i) The Class B Holder wishing to convert (the "Converting
Holder") shall give to the Secretary of the corporation a written
notice (the "Notice") to that effect, which Notice shall be deemed
to constitute an offer to sell, to the Offerees, at the Offer Price
and upon the terms and conditions hereinafter set forth, the Class
B shares that the Converting Holder proposes to convert (the
"Offered Shares"). As promptly as practicable after the date on
which he receives the Notice (the "Date of Receipt"), and in any
event not more than five (5) days after the Date of Receipt, the
Secretary shall (x) establish a record date not more than sixty
(60) days prior to the Date of Receipt for purposes of determining
the record holders of Class B Common Stock entitled to purchase
their pro rata portion of the Offered Shares (the "Offerers"), and
(y) give written notice simultaneously to all Offerees, informing
each Offeree of the Converting Holder's offer to sell to that
Offeree a pro rata portion of the Offered Shares, at an "Offer
Price" per share equal to the mean between the high and low prices
(or, if applicable, the mean between the closing bid and asked
prices) for Class A Common Stock, as reported by NASDAQ or by any
national securities exchange on which the Class A Common Stock is
listed, on the business day immediately preceding the Date of
Receipt. Simultaneous notice shall be deemed to have been given to
all Offerees on the date (the "Offer Date") on which the Secretary
sends to all Offerees, by delivery in hand or by deposit in the
United States mail, registered or certified and postage prepaid,
addressed to each Offeree at that Offeree's address appearing in
the corporation's stock records as of the applicable record date,
written notice as aforesaid. For purposes of this paragraph (b),
the pro rata portion of Offered Shares to be offered to each
Offeree shall be determined by the proportion that the amount of
shares held of record by that Offeree as of the applicable record
date bears to the aggregate amount of shares held of record by all
Offerees as of that record date; provided, that the Secretary may
apply rounding to avoid offering fractional shares.
(ii) Each Offeree may elect to purchase any or all of the
shares offered to him by giving written notice thereof to the
Secretary and the Converting Holder within fifteen (15) days after
the Offer Date. Any shares so purchased shall be delivered against
tender of the Offer Price in cash, certified or bank check, or wire
transfer within seven (7) days after the giving of notice by the
Offeree.
(iii) Commencing on the sixteenth (16th) day after the
Offer Date, and continuing for fifteen (15) days until and
including the thirtieth day after the Offer Date, the Notice given
by the Converting Holder pursuant to the preceding clause (i) shall
be deemed to constitute an offer to sell to the corporation at the
Offer Price any and all of the Offered Shares that have been
offered to but not accepted by the Offerees. The corporation may
elect to purchase any or all of the Offered Shares within the
fifteen (15) days described in the immediately preceding sentence.
(iv) Any shares of Class B Common Stock which have been
offered to and have not been purchased by the Offerees and the
Company, as provided in the preceding clauses (i)-(iii), shall be
converted to shares of Class A Common Stock.
(c) Except as provided in clause (ii) of this paragraph (c),
upon the occurrence of a Conversion Event, as defined in clause (i)
of this paragraph (c), any and all shares of Class B Common Stock
held by the shareholder as to whom the Conversion Event occurs
shall be converted immediately and without further action into an
equal number of shares of Class A Common Stock. Thereafter, any
outstanding certificate representing any shares of Class B Common
Stock so converted shall represent the corresponding shares of
Class A Common Stock; and any holder of any such certificate shall
be entitled to surrender it for issue of a certificate or
certificates for shares of Class A Common Stock as provided in
subparagraph (f) of this paragraph 4.
(i) A "Conversion Event" shall mean, as to any holder of
Class B Common Stock, his death, or his permanent mental
incapacity, or his being adjudged bankrupt, or the appointment of
any receiver, agent, or other custodian of all or any part of his
property that may include Class B Common Stock under any insolvency
or similar law of any jurisdiction.
(ii) A Conversion Event shall not result in automatic
conversion of any shares under this paragraph (c) if, before the
occurrence of the Conversion Event, the affected shareholder had
entered into a binding agreement to sell those shares (including a
binding option to sell) to any Permitted Transferee, as defined in
paragraph 3 of this Article FOURTH; provided, however, that if the
sale is not consummated within sixty (60) days after the Conversion
Event, then the shares shall be automatically converted as provided
in this paragraph (c).
(d) If and whenever the aggregate amount of shares of Class B
Common Stock held of record by Karr and London, plus the number of
shares of Class B Common Stock which Karr or London has a present
or future right to acquire pursuant to a binding agreement, is less
than twenty-five percent (25%) of the total amount of issued and
outstanding Class B Common Stock, plus the number of shares of
Class B Common Stock which Karr or London has a present or future
right to acquire pursuant to a binding agreement, then all issued
and outstanding shares of Class B Common Stock, and all shares of
Class B Common Stock held in treasury, shall be deemed to be
converted into an equal number of shares of Class A Common Stock,
immediately and without further action; and thereafter no share of
Class B Common Stock shall be issued.
(e) The Board of Directors may at any time declare that each
issued and outstanding share of Class B Common Stock is converted
into 1.3 shares of Class A Common Stock, immediately and without
further action, if the Board determines that such action is in the
best interest of the stockholders generally. Without limiting the
generality of the foregoing, the Board may do so if it determines
that the existence of classes of shares with unequal voting power
substantially impairs the maintenance of a public market for shares
of Class A Common Stock. The Board may make reasonable provision
to avoid conversion into fractional shares, including without
limitation provision for rounding of conversion amounts, or for
payment of cash in lieu of fractional shares.
(f) As promptly as practicable after the surrender for
conversion of a certificate representing shares of Class B Common
Stock, the corporation will deliver or cause to be delivered at the
office of the Transfer Agent to or upon the written order of the
holder of such certificate, a certificate or certificates
representing the number of full shares of Class A Common Stock
issuable upon such conversion, issued in such name or names as such
holder may direct. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of the
surrender of the certificate representing shares of Class B Common
Stock, and all rights of the holder of such shares as such holder
shall cease at such time and the person or persons in whose name or
names the certificate or certificates representing the shares of
Class A Common Stock are to be issued shall be treated for all
purposes as having become the record holder or holders of such
shares of Class A Common Stock at such time; provided, however,
that any such surrender and payment on any date when the stock
transfer books of the corporation shall be closed shall constitute
the person or persons in whose name or names the certificate or
certificates representing shares of Class A Common Stock are to be
issued as the record holder or holders thereof for all purposes
immediately prior to the close of business on the next succeeding
day on which such stock transfer books are open.
(g) No adjustments in respect of dividends shall be made upon
the conversion of any share of Class B Common Stock; provided,
however, that if a share shall be converted subsequent to the
record date for the payment of a dividend or other distribution on
shares of Class B Common Stock but prior to such payment, the
registered holder of such share at the close of business on such
record date shall be entitled to receive the dividend or other
distribution payable on such share on the payment date
notwithstanding the conversion thereof or the corporation's default
in payment of the dividend due on the payment date.
(h) The corporation covenants that it will at all times reserve
and keep available, solely for the purpose of issue upon conversion
of the outstanding shares of Class B Common Stock, such number of
shares of Class A Common Stock as shall be issuable upon the
conversion of all such outstanding shares; provided, that nothing
contained herein shall be construed to preclude the corporation
from satisfying its obligations in respect of the conversion of the
outstanding shares of Class B Common Stock by delivery of purchased
shares of Class A Common Stock which are held in the treasury of
the corporation. The corporation covenants that if any shares of
Class A Common Stock, required to be reserved for purposes of
conversion hereunder, require registration with or approval of any
governmental authority under any federal or state law before such
shares of Common Stock may be issued upon conversion the
corporation will cause such shares to be duly registered or
approved, as the case may be. The corporation will endeavor to
list the shares of Class A Common Stock required to be delivered
upon conversion prior to such delivery upon each national
securities exchange, if any, upon which the outstanding Class A
Common Stock is listed at the time of such delivery. The
corporation covenants that all shares of Class A Common Stock which
shall be issued upon conversion of the shares of Class B Common
Stock will, upon issue, be fully paid and nonassessable and not
subject to any preemptive rights.
(i) The issuance of certificates for shares of Class A Common
Stock upon conversion of shares of Class B Common Stock, shall be
made without charge for any stamp or other similar tax in respect
of such issuance. However, if any such certificate is to be issued
in a name other than that of the holder of the share or shares of
Class B Common Stock converted, the person or persons requesting
the issuance thereof shall pay to the corporation the any tax which
may be payable in respect of any transfer involved in such issuance
or shall establish to the satisfaction of the corporation that such
tax has been paid.
5. Further Issue
(a) Except as otherwise provided in this paragraph 5, the
directors may at any time and from time to time issue shares of
authorized and unissued Class A Common Stock and Class B Common
Stock upon such terms and for such lawful consideration as they may
determine.
(b) If any Change-over Event (as defined in subparagraph (b) of
paragraph 1 above) shall occur, then and thereafter no share of
Class B Common Stock shall be issued except pursuant to the
conversion or exercise, as the case may be, of convertible
securities, options, warrants or other rights to acquire such
shares that were outstanding or in existence on the date of the
Change-over Event.
(c) After the completion of the contemplated exchange offer
described in the Form S-4 registration statement of the corporation
filed with the Securities and Exchange Commission in October 1985,
no share of authorized and unissued Class B Common Stock, no
security convertible into or exchangeable for shares of Class B
Common Stock, and no option, warrant or other right to subscribe
for, purchase or otherwise acquire shares of Class B Common Stock
shall be issued except with the approval of the holders of a
majority of the issued and outstanding shares of Class B Common
Stock, voting as a class. The issuance of Class B Common Stock
pursuant to the conversion or exercise of convertible securities,
options, warrants or other rights previously approved in accordance
with the preceding sentence shall not require additional approval
at the time of such conversion or exercise.
(d) After the completion of the contemplated exchange offer
described in the Form S-4 registration statement of the corporation
filed with the Securities and Exchange Commission in October 1985,
no more than five million (5,000,000) shares of authorized and
unissued Class B Common Stock shall be issued except with the
approval of the holders of a majority of the issued and outstanding
shares of Class A Common Stock, voting as a class; provided,
however, that the following shares of Class B Common Stock shall
not be included in the limitation provided in this paragraph (d):
(i) previously issued and reacquired shares sold by the
Company from treasury shares;
(ii) shares issued and sold in exchange for a like number
of shares of Class A Common Stock or issued and sold for a
consideration per share not less than the fair market value of
Class A Common Stock, determined as the mean between the high and
low prices (or, if applicable, the mean between the closing bid and
asked prices) for Class A Common Stock, as reported by NASDAQ or by
any national securities exchange on which Class A Common Stock is
listed, on the business day of the issuance;
(iii) shares issued in connection with a stock split,
stock dividend, or other similar pro rata distribution made on
substantially equivalent terms to holders of Class A Common Stock
and holders of Class B Common Stock; and
(iv) shares issued pursuant to the terms of an employee
stock incentive plan or similar employee benefit plan of the
corporation.
6. No Preemptive Rights. No stockholder of the corporation
shall be entitled as of right to subscribe for, purchase, or take
any part of any new or additional issue of stock of any class.
7. Liquidation. Except as otherwise provided in this Article
FOURTH, shares of Common Stock of Class A and Class B shall be
equal in right. Without limiting the generality of the foregoing,
all shares of Common Stock of Class A and Class B shall be entitled
to share equally and ratably in the proceeds of any liquidation of
the corporation.
FIFTH: The corporation is to have perpetual existence.
SIXTH: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever
and they shall not be personally liable for the payment of the
corporation's debts except as they may be liable by reason of their
own conduct or acts.
SEVENTH: The following provisions are inserted for the management
of the business and for the conduct of the affairs the corporation,
and for further definition, limitation and regulation of the powers
of the corporation and of its directors and stockholders.
(1) The number of directors comprising the Board of Directors
of the corporation shall be such as from time to time shall be
fixed by or in the manner provided in the by-laws, but shall not be
less than five (5). Election of directors need not be by ballot
unless the by-laws so provide.
(2) The Board of Directors shall have the power, unless and to
the extent that the Board may from time to time by Resolution
relinquish or modify the power, without the assent or vote of the
stockholders:
(a) To make, alter, amend, change, add to, or repeal the
by-laws of the corporation, except any by-law which pursuant to law
or the by-laws of the corporation is required to be adopted,
amended or repealed by the stockholders; to fix and vary the amount
of capital of the corporation to be reserved for any proper
purpose; to authorize and cause to be executed mortgages and liens
upon all or any part of the property of the corporation; to
determine the use and disposition of any surplus or net profits;
and to fix the times for the declaration and payments of dividends,
and
(b) To determine from time to time whether, and to what
extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation (other than
the stock ledger) or any of them shall be open to the inspection of
the stockholders.
(3) The Board of Directors in its discretion may submit any
contract or act for approval or ratification at any annual meeting
of the stockholders or at any meeting of the stockholders called
for the purpose of considering such act or contract, and any
contract or act that shall be approved or be ratified by the vote
of the holders of a majority of the stock of the corporation which
is represented in person or by proxy at such meeting and entitled
to vote thereat (provided that a lawful quorum of stockholders be
there represented in person or by proxy) shall be as valid and
binding upon the corporation and upon all stockholders as though it
had been approved or ratified by every stockholder of the
corporation, whether or not the contract or act would otherwise be
open to legal attack because of directors' interest, or for any
other reason.
(4) No contract or transaction between this corporation an one
or more of its directors or officers, or between this corporation
and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void
or voidable solely for this reason or solely because the director
or officer is present at or participates in the meeting of the
board of committee thereon which authorizes the contract or
transaction, or solely because his or their votes are counted for
such purpose, if the contract or transaction is fair as to the
corporation and/or if the material facts relating thereto are
disclosed to and/or known by the directors and/or stockholders
and/or approved thereby, pursuant to Section 144 of Title 8 of the
Delaware Code.
(5) In addition to the powers and authorities hereinbefore or
by statute expressly conferred upon them, the Board of Directors is
hereby empowered to exercise all such powers and to do all such
acts and things as may be exercised or done by the corporation;
subject, nevertheless, to the provisions of the statutes of
Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders; provided, however, that no by-law so made
shall invalidate any prior act of the Board which would have been
valid if such by-law had not been made.
3/ (6) No director of the Board of Directors of the corporation
shall be held liable for the monetary damages for breach of
fiduciary duty while acting as a director on behalf of the
corporation, except for:
1. Breach of the director's duty of loyalty to the
corporation or its stockholders;
2. Acts or omissions not committed in good faith;
3. Acts or omissions which involve intentional misconduct
or a knowing violation of law;
4. Acts taken in violation of Section 174 of Title 8,
Delaware Code, as amended from time to time (dealing with the
distribution of dividends and stock repurchases); or
5. Transactions from which the director derived an
improper personal benefit.
<FN3> EIGHTH: The corporation may, to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended
from time to time, indemnify or advance the expenses of all persons
whom it may indemnify or for whom it may advance expenses.
NINTH: Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or
between this corporation and its stockholders or any class of them,
any court of equitable jurisdiction within the State of Delaware
may, on the application in a summary way of this corporation or of
any receiver or receivers appointed for this corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on
the application of trustees in dissolution or of any receiver or
receivers appointed for this corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or
class of stockholders of this corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority
in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the
said compromise or arrangement and the said reorganization shall,
if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or
on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.
TENTH: The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of
incorporation in the manner now or hereafter prescribed by law, and
all rights and powers conferred herein on stockholders, directors
and officers are subject to this reserved power.
ELEVENTH: The name(s) and addresses of the incorporator(s) are as
follows:
Charles P. Revoile 1815 North Fort Myer Drive
Arlington, Virginia 22209
The powers of the incorporators shall terminate upon filing the
certificate of incorporation, and the name and address of each
person who is to serve as a director until the first annual meeting
of stockholders or until his or their successors are elected and
qualify, shall be as follows:
Joseph S. Annino 1815 North Fort Myer Drive
Arlington, Virginia 22209
J. H. Berkson 1815 North Fort Myer Drive
Arlington, Virginia 22209
Herbert W. Karr 1815 North Fort Myer Drive
Arlington, Virginia 22209
J. P. London 1815 North Fort Myer Drive
Arlington, Virginia 22209
Robert F. McIntosh 1815 North Fort Myer Drive
Arlington, Virginia 22209
Warren R. Phillips 1815 North Fort Myer Drive
Arlington, Virginia 22209
John DeNigris 1815 North Fort Myer Drive
Arlington, Virginia 22209
IN WITNESS WHEREOF, I have hereunto set my hand and seal, this 3rd
day of October, 1985.
/s/ (L.S.)
----------------------------
Charles P. Revoile
<FN1> Name changed from CACI Worldwide, Inc. to CACI, Inc. by
Amendment to the Certificate of Incorporation dated June 2, 1986;
and from CACI, Inc. to CACI International Inc by Amendment to the
Certificate of Incorporation dated December 23, 1986.
<FN2> Article FOURTH amended December 23, 1986.
<FN3> Article SEVENTH (6) and Article EIGHTH amended December 23, 1986.
EXHIBIT 3.2
Revised as of December 17, 1993
BY-LAWS
of
CACI International Inc
(A Delaware Corporation)
ARTICLE I. OFFICES
Section 1. PRINCIPAL OFFICE
The principal office for the transaction of business of the
Corporation is hereby fixed and located at 1100 North Glebe Road,
County of Arlington, Commonwealth of Virginia. The Board of
Directors is hereby granted full power and authority to change said
principal office from one location to another in said County.
Section 2. OTHER OFFICES
Branch of subordinate offices may at any time be established by the
Board of Directors at any place or places where the Corporation is
qualified to do business.
ARTICLE II. MEETING OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS
All annual and other meetings of shareholders shall be held either
at the principal office of the Corporation or at any other place
which may be designated either by the Board of Directors pursuant
to authority hereafter granted to said Board, or by written consent
of all shareholders entitled to vote thereat, given either before
or after the meeting and filed with the Secretary of the Corporation.
Section 2. ANNUAL MEETING
The annual meetings of the shareholders shall be held on the third
Friday of October of each year, at 9:00 o'clock a.m. or at such
other date and time, not inconsistent with Delaware law, as may be
approved by the Board of Directors; provided, however, should said
day fall upon a legal holiday, then such annual meeting of
shareholders shall be held at the same time and place on the next
day thereafter which is not a legal holiday.
Written notice of each annual meeting shall be given to each
shareholder entitled to vote thereat, either personally or by mail
or other means of written communication, charges prepaid, addressed
to such shareholder at his or her address appearing on the books of
the Corporation or given by him or her to the Corporation for the
purpose of notice. If a shareholder gives no address, notice shall
be deemed to have been given him or her if sent by mail or other
means of written communication addressed to the place where the
principal office of the Corporation is situated, or if published at
least once in some newspaper of general circulation in the county
in which said office is located. All such notices shall be sent to
such shareholder entitled thereto, not less than twenty (20) days
nor more than sixty (60) days before such annual meeting, and shall
specify the place, day, and hour of such meeting, and shall also
state the general nature of the business or proposal to be
considered or acted upon at such meeting before action may be taken
at such meeting on:
(a) A proposal to sell, lease, convey, exchange, transfer, or
otherwise dispose of all or substantially all of the property or
assets of the Corporation, except under Section 272 of the Delaware
General Corporation Law, and except for a transfer to a
wholly-owned subsidiary;
(b) A proposal to merge or consolidate with another corporation,
domestic or foreign;
(c) A proposal to reduce the stated capital of the Corporation;
(d) A proposal to amend the Articles of Incorporation;
(e) A proposal to wind up and dissolve the Corporation; and
(f) A proposal to adopt a plan of distribution of shares,
securities, or any consideration other than money in the process of
winding up.
Advance Notice of Stockholder Proposed Business at Annual Meeting:
At an Annual Meeting of the Shareholders, only such business
shall be conducted as shall have been properly brought before the
meeting:
(a) As specified in the notice of the meeting (or any
supplement thereto);
(b) By, or at the direction of, the Board of Directors; or
(c) Otherwise properly brought before the meeting by a
stockholder.
In addition to any other applicable requirements, for business to
be properly brought before an Annual Meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice
must be delivered to or mailed and received at the offices of the
Secretary of the Corporation, not less than sixty (60) days prior
to the first anniversary of the date of the last Annual Meeting of
stockholders of the Corporation. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder
purposes to bring before the Annual Meeting (i) a brief description
of the business desired to be brought before the Annual Meeting and
reasons for conducting such business at the Annual Meeting; (ii)
the name and record address of the stockholder proposing such
business; (iii) the class and number of shares of the Corporation
which are beneficially owned by the stockholder; and (iv) any
material interest of the stockholder in such business.
Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at the Annual Meeting except in
accordance with the procedures set forth in this section, provided,
however, that nothing in this section shall be deemed to preclude
discussion by any stockholder of any business properly brought
before the Annual Meeting in accordance with said procedure.
The Chairman of the Annual Meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of
this section, and if he should so determine, he shall so declare to
the meeting that any such business not properly brought before the
meeting shall not be transacted.
Section 3. SPECIAL MEETINGS
Special Meetings of the shareholders, for any propose or purposes
whatsoever, may be called any time by the Chairman of the Board,
the President, or by the Board of Directors. Except in special
cases where other express provision is made by statute, notice of
such special meetings shall be given in the same manner as for
annual meetings of shareholders.
Notices of any special meeting shall specify, in addition to the
place, day and hour of such meeting, the general nature of the
business to be transacted.
Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF
Any shareholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by vote of a
majority of the shares, the holders of which are either present in
person or by proxy, but in the absence of a quorum, no other
business may be transacted at such meeting.
When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. In
all other instances of adjournment, it shall not be necessary to
give any notice of an adjournment or of the business to be
transacted ad an adjourned meeting, other than by announcement at
the meeting at which such adjournment is taken.
Section 5. ENTRY OF NOTICE
Whenever any shareholder entitled to vote has been absent from any
meeting or shareholders, whether annual or special, an entry in the
minutes to the effect that notice has been duly given shall be
sufficient evidence that due notice of such meeting was given to
such shareholder, as required by the law and the By-laws of the
Corporation.
Section 6. VOTING
At all meetings of shareholders, every shareholder entitled to vote
shall have the right to vote in person or by proxy the number of
shares standing in his or her name on the stock records of the
Corporation. Such vote may be given viva voce or by ballot;
provided, however, that all elections for directors must be by
ballot upon demand made by a shareholder at any election and before
the voting begins.
Section 7. QUORUM.
The presence in person or by proxy of the holders of a majority of
the shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. When
a quorum is present at any meeting, a majority in interest of the
stock represented thereat shall decide any question brought before
such meeting, unless the question is one upon which by express
provision of law, the Articles of Incorporation, or these By-laws,
a larger or different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 8. CONSENT OF ABSENTEES
The proceedings and transactions of any meeting of shareholders,
either annual or special, however called and noticed, shall be as
valid as though had at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and
if, either before or after the meeting, each of the shareholders
entitled to vote, not present in person or by proxy, sign a written
waiver of notice, a consent to the holding of such meeting, or an
approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made apart
of the minutes of the meeting.
Section 9. ACTION WITHOUT MEETING
Any action, which under the provisions of Section 228 of the
Delaware General Corporation Law may be taken at a meeting of the
shareholders, may be taken without a meeting if authorized by a
writing signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to
authorize or take such action at any meeting at which all shares
entitled to vote thereon were present and voted, and filed with the
Secretary of the Corporation.
Section 10. PROXIES
Every person entitled to vote or execute consents shall have the
right to do so either in person or by an agent or agents authorized
by a written proxy executed by such person or his or her duly
authorized agent and filed with the Secretary of the Corporation;
provided, that no such proxy shall be valid after the expiration of
eleven (11) months from the date of its execution, unless the
shareholder executing it specifies therein the length of time for
which such proxy is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution.
ARTICLE III. DIRECTORS
Section 1. POWERS
Subject to limitations of the Articles of Incorporation, of the
By-laws, and particularly Article II, Section 6 of these By-laws,
and Section 141 of the Delaware General Corporation Law as to
action to be authorized or approved by the shareholders, and
subject to the duties of directors as prescribed by the By-laws,
all corporate power shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be
controlled by, the Board of Directors. Without prejudice to such
general powers, but subject to the same limitations, it is hereby
expressly declared that the directors shall have the following
powers, to-wit:
First: To select and remove all other officers, agent, and
employees of the Corporation, prescribe such powers and duties for
them as may not be inconsistent with law, the Articles of
Incorporation or by By-laws, fix their compensation, and require
from them security for faithful service.
Second: To conduct, manage, and control the affairs and business
of the Corporation, and to make such rules and regulations
therefore not inconsistent with law, the Articles of Incorporation
or the By-laws, as they may deem best.
Third: To change the principal office for the transaction of the
business of the Corporation from one location to another within the
same county as provided in Article I, Section 1 hereof; to fix and
locate from time to time, one or more branch or subsidiary offices
of the Corporation within or without the State of Delaware as
provided in Article I, Section 2 hereof; to designate any place
within or without the State of Delaware for the holding of any
shareholders' meetings; and to adopt, make, and use a corporate
seal, and to prescribe the form of certificates of stock, and to
alter the form of such seal and of such stock certificates from
time to time, as in their judgment they may deem best; provided,
such seal and such certificates shall at all times comply with the
provisions of the law.
Fourth: To authorize the issuance of stock of the Corporation
from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done, or services actually
rendered, debts or securities canceled, or tangible or intangible
property actually received, or in case of shares issued as a
dividend, against amounts transferred from surplus to stated
capital.
Fifth: To borrow money and incur indebtedness for the purposes of
the Corporation and to cause to be executed and delivered
therefore, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, or
other evidence of debt and securities therefore.
Sixth: To appoint an executive committee and other committees,
and to delegate to the executive committee any of the powers and
authority of the Board in the management of the business and
affairs of the Corporation, except the power to declare dividends
and to adopt, amend, or repeal By-laws. The executive committee
shall be composed of two or more directors.
Seventh: To impose such restriction(s) on the transfer of the
stock of the Corporation, specifically including by way of
illustration only, and not of limitation, e.g., the requirement
that such stock not be transferable on the books of the Corporation
except with a simultaneous transfer of the stock of any other
corporation(s), as is or may be permitted by law, and to remove any
such restriction(s) thereon.
Section 2. NUMBER AND QUALIFICATIONS OF DIRECTORS
The authorized number of directors of the Corporation shall be
a number between five (5) and nine (9) inclusive, as the Board of
Directors from time to time by vote of a supermajority (a majority
plus one) may set, until changed by amendment of the Articles of
Incorporation or by a by-law amending this Section 2, Article III
of these By-laws duly adopted by the vote or written assents of the
shareholders entitled to exercise fifty-one percent (51%) of the
voting power of the Corporation.
Section 3. ELECTION AND TERM OF OFFICE
The directors shall be elected at each annual meeting of the
shareholders, but if any such annual meeting is not held, or the
directors are not elected thereat, the directors may be elected at
any special meeting of the shareholders held for that purpose. All
directors shall hold office at the pleasure of the shareholders or
until their respective successors are elected. The shareholders may
at any time, either at a regular or special meeting, remove any
director and elect his or her successor.
NOMINATIONS OF DIRECTORS
Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations
of candidates for election as directors of the Corporation at any
meeting of shareholders may be made (a) by, or at the direction of,
a majority of the Board of Directors, or (b) by any shareholder of
that class of stock entitled to vote for the election of directors
of that class of stock. Only persons nominated in accordance with
the procedures set forth in this section shall be eligible for
election as directors. Such nomination, other than those made by,
or at the direction of the board, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and
received at the office of the Secretary of the Corporation not less
than sixty (60) days prior to the first anniversary of the date of
the last meeting of stockholders of the Corporation called for the
election of directors. Such stockholder's notice to the Secretary
shall set forth (a) as to each person whom the stockholder proposes
to nominate for election or reelection as a director: (i) the name,
age, business address, and residence address of the person; (ii)
the principal occupation of the employment of the person; (iii) the
class and number of shares of capital stock of the Corporation
which are beneficially owned by the person; and (iv) any other information
related to the person that is required to be disclosed in solicitations for
proxies for elections of directors pursuant to Rule 14a under the Securities
Exchange Act of 1934, as amended; and (b) as to the stockholder giving the
notice: (i) the name and record address of the stockholder, and (ii) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as director of the Corporation. No person shall be
eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth herein.
The Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting that the defective
nomination shall be disregarded.
Section 4. VACANCIES
Vacancies in the Board of Directors may be filled by the remaining
directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his
or her successor is elected at an annual or special meeting of the
shareholders.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation, or removal of any
director, or if the authorized number of directors be increased, or
if the shareholders fail at any annual or special meeting of the
shareholders at which any director or directors are elected, to
elect the full authorized number of directors to be voted for at
that meeting.
The shareholders may elect a director of directors at any time to
fill any vacancy or vacancies of a director tendered to take effect
at a future time; the Board or the shareholders shall have the
power to elect a successor to take office when the resignation is
to become effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his or
her term of office.
Section 5. PLACE OF MEETING
Regular meetings of the Board of Directors shall be held at any
place within or without the State of Delaware which has been
designated from time to time by resolution of the Board or by
written consent of all members of the Board. In the absence of such
designation, regular meetings shall be held at the principal office
of the Corporation. Special meetings of the Board may be held
either at a place so designated or at the principal office.
Section 6. ORGANIZATION MEETING
Immediately following each annual meeting of shareholders, the
Board of Directors shall hold a regular meeting for the purpose of
organization, election of officers, and the transaction of other
business. Notice of such meetings is hereby dispensed with.
Section 7. OTHER REGULAR MEETINGS
Other regular meetings of the Board of Directors shall be held on
the third Friday of January, April, and July of each year at 9:00
o'clock a.m. thereof; provided, however, that should said day fall
upon a legal holiday, then said meeting shall be held at the same
time and place on the next day thereafter which is not a legal
holiday. Notice of regular meetings of the Board of Directors is
required and shall be given in the same manner as notice of special
meetings of the Board of Directors.
Section 8. SPECIAL MEETINGS
Special meetings of the board of Directors for any purpose or
purposes may be called at any time by the President, by the
Executive Committee, or by any three (3) members of the Board.
Written notice of the time and place of special meetings shall be
delivered personally to the directors or sent to each director by
mail or other form or written communication, charges prepaid,
addressed to him or her at his or her address as it is shown upon
the records of the Corporation, or if it is not shown on such
records or is not readily ascertainable, at the place in which the
meetings of the directors are regularly held. In case such notice
is mailed or telegraphed, it shall be deposited in the U.S. Mail or
delivered to the telegraph company in the place in which the
principal office of the Corporation is located at least one hundred
twenty (120) hours prior to the time of holding of the meeting. In
case such notice is delivered personally as above provided, it
shall be so delivered at least forty eight (48) hours prior to the
time of the holding of the meeting. Such mailing, telegraphing, or
delivery as above provided, shall be due, timely, legal and
personal notice to such director.
NOTICE FOR A PARTICULAR SPECIFIED ACTION
Notwithstanding the above requirements for regular or special
meetings, the Chairman of the Board, the Chief Executive Officer,
or any two directors may require at least thirty (30) calendar days
notice of any action, by writing delivered to the Secretary of the
Corporation, before or during any regular or special meeting, and
if such notice is given, no vote or written consent may be taken
upon such action until the passage of such time (at another special
meeting or by written consent). Provided, however, if eighty
percent (80%) of the directors agree to waive such notice, the
meeting or vote of consent on such action shall proceed without the
requirement for extended notice.
Section 9. NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need
not be given to absent directors if the time and place be fixed at
the meeting adjourned.
Section 10. ENTRY OF NOTICE
Whenever any director has been absent from any special meeting of
the Board of Directors, any entry in the minutes as to the effect
that notice has been duly given shall be sufficient evidence that
due notice of such special meeting was given to such director, as
required by law and the By-laws of the Corporation.
Section 11. WAIVER OF NOTICE
The transactions of any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as valid as though
had at a meeting duly held after regular call and notice, if a
quorum be present, and if either before or after the meeting, each
of the directors not present, signs a written waiver of notice or
a consent to holding such meeting or an approval of the minutes
thereof. All such waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the
meeting.
Section 12. QUORUM
A majority of the authorized number of directors shall be necessary
to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. With the exception of Section 4 of
this Article, an action of the directors shall be regarded as the
act of the Board of Directors only if a majority of the entire
authorized number of directors shall vote affirmatively on such
action.
Section 13. ADJOURNMENT
A quorum of the directors may adjourn any directors' meeting to
meet again at a stated time, place, and hour; provided, however,
that in the absence of a quorum, the directors present at any
directors' meeting, either regular or special, may adjourn from
time to time, until the time fixed for the next regular meeting of
the Board.
Section 14. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of
Directors under any provision of law or these By-laws may be taken
without a meeting if all members shall individually or collectively
consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board.
Such action by written consent shall have the same force and effect
as a unanimous vote of such directors, any certificate or other
document filed under any provisions of the Delaware General
Corporation Law which related to action so taken shall state that
the action was taken by unanimous written consent of the Board of
Directors without a meeting and that the By-laws authorize the
directors to so act, and such statement shall be prima facie
evidence of such authority.
Section 15. FEES AND COMPENSATION
Directors shall not receive any stated salary for their services as
directors, but, by resolution of the Board of Directors, a fixed
fee, with or without expenses of attending, may be allowed for
attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in
any other capacity as an officer, agent, employee, or otherwise,
and receiving compensation therefore.
ARTICLE IV. OFFICERS
Section 1. OFFICERS
The officers of the Corporation shall be:
1. Chairman of the Board
2. President
3. Vice President
4. Secretary
5. Treasurer
The Corporation may also have, at the discretion of the Board of
Directors, one or more additional vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and such
other officers as may be appointed in accordance with the
provisions of Section 3 of this Article. Officers other than the
President and Chairman of the Board of Directors need not be
directors. One person may hold two or more offices, except those of
President and Secretary.
Section 2. ELECTIONS
The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Sections 3 or 5 of
this Article, shall be chosen annually by the Board of Directors,
and each shall hold his or her office at the pleasure of the Board
of Directors, who may, either at a regular or special meeting,
remove any such officers and appoint his or her successor.
Section 3. SUBORDINATE OFFICERS, ETC
The Board of Directors may appoint such other officers as the
business of the Corporation may require, each of whom shall hold
office for such period, have such authority, and perform such
duties as are provided in the By-laws or as the Board of Directors
may from time to time determine.
Section 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by a
majority of the directors at the time in office, at a regular or
special meeting of the Board, or, except in the case of an officer
chosen by the Board of Directors, by any officer upon whom such
power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the
Board of Directors or to the President, or to the Secretary of the
Corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein;
and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. VACANCIES
A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner
prescribed in the By-laws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD
The Chairman of the Board, if there shall be such an officer,
shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other powers and duties as
may be from time to time assigned to him or her by the Board of
Directors as prescribed by the By-laws.
Section 7. PRESIDENT
Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such
an officer, the President shall be the Chief Executive Officer of
the Corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction, and control of the
business and affairs of the Corporation. He shall preside at all
meetings of the shareholders, and in the absence of the Chairman of
the Board, or if there be none, at all meetings of the Board of
Directors. He shall be ex-officio a member of all the standing
committees, including the Executive Committee, if any, and shall
have the general powers and duties of management usually vested in
the office of president of a Corporation, and shall have such other
powers and duties as may be prescribed by the Board of Directors or
by the By-laws.
Section 8. VICE PRESIDENT
In the absence or disability of the President, the Chairman of the
Board or in the event of his absence or disability, the Vice
Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the
Board of Directors, shall perform all the duties of the President,
and when so acting shall have all the powers of, and be subject to
all restrictions upon, the President. Absence and disability are
defined as follows: absence is physical absence from the
Corporation's principal place of business and unreachable by
telephone for a period of forty-eight (48) hours. Disability is the
inability of the President to perform his duties on an ongoing
basis.
The Senior Vice President and each other Vice President shall have
such other powers and perform such duties as are authorized by the
laws of Delaware and as are delegated to them respectively from
time to time by the board of Directors or the By-laws.
Section 9. SECRETARY
The Secretary shall keep, or cause to be kept, a book of minutes at
the principal office or such other place as the Board of Directors
may order, of all meetings of directors and shareholders, with the
time and place of holding, whether regular or special, and if
special, how authorized, the notice thereof given, the names of
those directors and shareholders present, the names of those
present at the directors' meeting, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof.
The Secretary shall keep or cause to be kept, at the principal
office or at the office of the Corporation's transfer agent, a
share register or a duplicate share register showing the names of
the shareholders and their addresses; the number and classes of
shares held by each; the number and the date of certificates issued
for the same; and the number and date of cancellation of every
certificate surrendered for cancellation.
The Secretary shall give or cause to be given, notice of all
meetings of shareholders and the Board of Directors, as required by
the By-laws or by law to be given, and he or she shall keep the
seal of the Corporation in safe custody, and shall have such other
powers and perform such other duties as may be prescribed by the
Board of Directors or the By-laws.
Section 10. TREASURER
The Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and
business transactions of the Corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses,
capital surplus, and surplus shares. Any surplus, including earned
surplus, paid-in surplus, and surplus arising from a reduction of
stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all times be
open for inspection by any director.
The Treasurer shall deposit all monies and other valuables in the
name and to the credit of the Corporation with such depositories as
may be designated by the Board of Directors. He or she shall
disburse the funds of the Corporation as may be ordered by the
Board of Directors and shall render to the President and directors,
when they request it, an account of all of his or her transactions
as Treasurer and of the financial condition of the Corporation, and
shall have such other powers and perform such other duties as may
be prescribed by the Board of Directors or the By-laws.
ARTICLE V. MISCELLANEOUS
Section 1. RECORD DATE AND CLOSING STOCK BOOKS
A. Fixed Date
The Board of Directors may fix a time, in the future, not less than
twenty (20) nor more than sixty (60) days preceding the date of any
meeting of shareholders, and not more than sixty (60) days
preceding the date fixed for the payment of any dividend or
distribution, or for the allotment of rights, or when any change,
conversion, or exchange of shares shall go into effect, as a record
date for the determination of the shareholders entitled to notice
of and to vote at any such meeting, or entitled to receive any such
dividend or distribution, or any such allotment of rights, or to
exercise the rights in respect to any such change, conversion, or
exchange of shares, and in such case only shareholders of record on
the date so fixed shall be entitled to notice of and to vote at
such meeting, or to receive such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the
Corporation after any record date fixed as aforesaid. The Board of
Directors may close the books of the Corporation against transfer
of shares during the whole, or any part of any such period.
B. No Fixed Date
As an alternative to an action taken under Subsection A of this
Section 1 of Article V, if no record date has been or is fixed for
the purpose of determining shareholders entitled to receive payment
of any dividend, the record date for such purpose shall be at the
close of business of the date on which the Board of Directors
adopts the resolution relating thereto.
Section 2. INSPECTION OF CORPORATE RECORDS
The share register or duplicate share register, the books of
account, and minutes of proceedings of the shareholders and
directors shall be open to inspection upon the written demand of
any shareholder or the holder of a voting trust certificate, at any
reasonable time, and for a purpose reasonably related to his or her
interests as a shareholder, and shall be exhibited at any time when
required by the demand of ten percent (10%) of the shares
represented at any shareholders' meeting. Such inspection may be
made in person or by an agent or attorney, and shall include the
right to make extracts. Demand of inspection other than at a
shareholders' meeting shall be made in writing upon the President,
Secretary, or Assistant Secretary of the Corporation.
Section 3. CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for payment of money, notes, or
other evidence of indebtedness issued in the name of or payable to
the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors.
Section 4. CONTRACTS, ETC.: HOW EXECUTED
The Board of Directors, except as the By-laws or Articles of
Incorporation otherwise provide, may authorize any officer or
officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances;
and unless so authorized by the Board of Directors, no officer,
agent, or employee shall have any power or authority to bind the
Corporation by any contract or agreement or to pledge its credit to
render it liable for any purpose or to any amount.
Section 5. ANNUAL REPORTS
The Board of Directors shall cause an annual report or statement to
be sent to the shareholders of this Corporation not later than one
hundred and twenty (120) days after the close of the fiscal or
calendar year.
Section 6. CERTIFICATES OF STOCK
A certificate or certificates for shares of the capital stock of
the Corporation shall be issued to each shareholder when any such
shares are fully paid up. All such certificates shall be signed by
the President or a Vice President and the Secretary or an Assistant
Secretary. Such certificates may be paired with, deemed to
represent, and subjected to restrictions on transfer without
simultaneous transfer of, certificates for: (a) shares of stock of
any other corporation(s), (b) beneficial interests in such shares,
(c) interests in voting trust(s), or (d) other kinds of interests
in any other kind of entity.
Certificates for shares may be issued prior to full payment
thereof, under such restrictions and for such purposes as the Board
of Directors or the By-laws may provide; provided, however, that
any such certificate so issued prior to full payment shall state
the amount remaining unpaid and the terms of payment thereof.
Section 7. REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The President or any Vice President and the Secretary or Assistant
Secretary of this Corporation are authorized to vote, represent,
and exercise on behalf of this Corporation all rights incident to
any and all shares of any other corporation or corporations
standing in the name of this Corporation. The authority herein
granted to said officers to vote or represent on behalf of this
Corporation any and all shares held by this Corporation or
corporations, may be exercised either by such officers in person or
by any person authorized to do so by proxy or power of attorney.
Section 8. INSPECTION OF BY-LAWS
The Corporation shall keep in its principal office for the
transaction of business the original or a copy of the By-laws as
amended or otherwise altered to date, certified by the Secretary,
which shall be open to inspection by the shareholders at all
reasonable times during business hours.
Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by reason of the
fact that he or a person of whom he is the legal representative is
or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer
of another corporation, shall be indemnified and held harmless to
the fullest extent legally permissible under the General
Corporation Law of the state of Delaware from time to time against
all expense, liability, and loss (including attorneys' fees,
judgments, fines, and, if approved by the Board of Directors,
amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith.
If authorized by the Board of Directors, expenses incurred in
connection with the defense of any civil or criminal action, suit,
or proceeding may be paid by the Corporation in advance of the
disposition of the action, suit, or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
such amounts if it shall be ultimately determined that he is not
entitled to be indemnified by the Corporation.
The foregoing right of indemnification shall be in addition to, and
not exclusive of, all other rights to which such director or
officer may be entitled. Payments pursuant to the Corporation's
indemnification of any person hereunder shall be reduced by any
amounts such person may collect as indemnification under any policy
of insurance purchased and maintained on his behalf by this or any
other Corporation.
ARTICLE VI. AMENDMENTS
Section 1. POWER OF SHAREHOLDERS
New By-laws may be adopted or these By-laws may be amended or
repealed by the vote of shareholders entitled to exercise fifty-one
percent (51%) of the voting power of the Corporation or by the
written assent of such shareholders.
Section 2. POWERS OF DIRECTORS
Subject to the right of shareholders as provided in Section 1 of
this Article VI to adopt, amend, or repeal By-laws, By-laws other
than a By-law or amendment thereof changing the authorized number
of directors may be adopted, amended, or repealed by the Board of
Directors.
ARTICLE VII. SEAL
The Corporation shall have a common seal, and shall have inscribed
thereon the name of the Corporation, the year of its incorporation,
and the word Delaware.
Exhibit 4.3
CACI INTERNATIONAL INC
1996 STOCK lNCENTIVE PLAN
SECTION 1. General Purpose of the Plan; Definitions
The name of the plan is the CACI International Inc 1996 Stock Incentive Plan
(the "Plan"). The purpose of the Plan is to encourage and enable the
officers and employees of CACI International Inc (the "Company") and its
Subsidiaries upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with
a direct stake in the Company's welfare will assure a closer identification
of their interests with those of the Company and its shareholders, thereby
stimulating their efforts on the Company's behalf and strengthening their
desire to remain with the Company.
The following terms shall be defined as set forth below:
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" or "Awards", except where referring to a particular category of grant
under the Plan, shall include Incentive Stock Options, Non-Qualified stock
Options, Conditioned Stock Awards, Unrestricted Stock Awards, Performance
Share Awards and Stock Appreciation Rights.
"Board" means the Board of Directors of the Company.
"Cause" means (i) any material breach by the participant of any agreement to
which the participant and the Company are both parties, and (ii) any act or
omission justifying termination for cause in accordance with the terms of
Section 3030, Employee Terminations, of the Company's then-current Policy and
Guidelines.
"Change of Control" shall have the meaning set forth in Section 15.
"Code" means the Internal Revenue Code of 1986, as amended, and any successor
Code, and related rules, regulations and interpretations.
"Conditioned Stock Award" means an Award granted pursuant to section 6.
"Committee" shall have the meaning set forth in Section 2.
"Disability" means disability as set forth in Section 22(e) (3) of the Code.
"Effective Date" means the date on which the Plan is approved by stockholders
as set forth in Section 17.
"Eligible Person" shall have the meaning set forth in section 4.
"Fair Market Value" on any given date means the closing price per share of
the Stock on such date as reported by a nationally recognized stock exchange,
or, if the stock is not listed on such an exchange, as reported by NASDAQ,
or, if the Stock is not quoted on NASDAQ, the fair market value of the Stock
as determined by the Committee.
"Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code. "Non-
Qualified Stock Option" means any Stock Option that is not an Incentive Stock
Option.
"Normal Retirement" means retirement from active employment with the Company
and its Subsidiaries in accordance with the retirement policies of the
Company and its subsidiaries then in effect.
"Outside Director" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section
1504(a) of the Code, which includes the Company (an "Affiliate"), (ii) is not
a former employee of the Company or any Affiliate who is receiving
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company's or any Affiliate's taxable year, (iii)
has not been an officer of the Company or any Affiliate and (iv) does not
receive remuneration from the Company or any Affiliate, either directly or
indirectly, in any capacity other than as a director. "Outside Director"
shall be determined in accordance with section 162(m) of the Code and the
Treasury regulations issued thereunder.
"Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.
"Performance share Award" means an Award granted pursuant to section 8.
"Stock" means the Common Stock, $.~0 par value per share, of the Company,
subject to adjustments pursuant to Section 3.
"Stock Appreciation Right" means an Award granted pursuant to Section 9.
"Subsidiary" means a subsidiary as defined in Section 424 of the Code.
"Unrestricted stock Award" means Awards granted pursuant to Section 7.
SECTION 2. Administration of Plan; Committee Authority to select
Participants and Determine Awards.
(a) Committee. The Plan shall be administered by a Stock Incentive Plan
Committee (the "Committee") consisting of all members of the Compensation
Committee of the Company who qualify as Outside Directors. The Committee
shall have at least two (2) members at all times. None of the members of the
Committee shall have been granted any Award under this Plan or any other
stock option plan of the Company within one year prior to service on the
Committee. It is the intention of the Company that the Plan shall be
administered by "Non-Employee Directors" within the meaning of Rule l6b-3
under the Act, but the authority and validity of any act taken or not taken
by the Committee shall not be affected if any person administering the Plan
is not a "Non-Employee Director." Except as specifically reserved to the
Board under the terms of the Plan, the Committee shall have full and final
authority to operate, manage and administer the Plan on behalf of the
Company. Action by the Committee shall require the affirmative vote of a
majority of all members thereof.
(b) Powers of Committee. The Committee shall have the power and authority to
grant Awards consistent with the terms of the Plan, including the power and
authority:
(i) to select the officers and other employees of the Company and its
Subsidiaries to whom Awards may from time to time be granted;
(ii) to determine the time or times of grant, and the extent, if any, of
Incentive stock Options, Non-Qualified Stock Options, Conditioned Stock,
Unrestricted Stock, Performance Shares and Stock Appreciation Rights, or any
combination of the foregoing, granted to any one or more participants;
(iii) to determine the number of shares to be covered by any Award;
(iv) to determine and modify the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award,
which terms and conditions may differ among individual Awards and
participants, and to approve the form of written instruments evidencing the
Awards; provided, however, that no such action shall adversely affect rights
under any outstanding Award without the participant's consent;
(v) to accelerate the exercisability or vesting of all or any portion of
any Award;
(vi) subject to the provisions of Section 5(a) (ii), to extend the period
in which any outstanding Stock Option or Stock Appreciation Right may be
exercised;
(vii) to determine whether, to what extent, and under what circumstances
stock and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the participant and whether and to
what extent the Company shall pay or credit amounts equal to interest (at
rates determined by the Committee) or dividends or deemed dividends on such
deferrals; and
(viii) to adopt, alter and repeal )such rules, guidelines and practices
for administration of the Plan and for its own acts and proceedings as it
shall deem advisable; to interpret the terms and provisions of the Plan and
any Award (including related written instruments); to make all determinations
it deems advisable for the administration of the Plan; to decide all disputes
arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.
All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan participants.
SECTION 3. Shares Issuable under the Plan; Mergers; Substitution.
(a) Shares Issuable. The maximum number of shares of Stock with respect to
which Awards (including Stock Appreciation Rights) may be granted under the
Plan shall be one million five hundred thousand (1,500,000). For purposes of
this limitation, the shares of Stock underlying any Awards which are
forfeited, cancelled, reacquired by the Company or otherwise terminated
(other than by exercise) shall be added back to the shares of Stock with
respect to which Awards may be granted under the Plan so long as the
participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying shares of Stock to which the Award
related. Subject to such overall limitation, any type or types of Award may
be granted with respect to shares, including Incentive Stock Options. Shares
issued under the Plan may be authorized but unissued shares or shares
reacquired by the Company.
(b) Limitation on Awards. In no event may any Plan participant be granted
Awards (including Stock Appreciation Rights) with respect to more than three
hundred thousand (300,000) shares of stock in any calendar year. The number
of shares of Stock relating to an Award granted to a Plan participant in a
calendar year that is subsequently forfeited, cancel led or otherwise
terminated shall continue to count toward the foregoing limitation in such
calendar year. In addition, if the exercise price of an Award is
subsequently reduced, the transaction shall be deemed a cancellation of the
original Award and the grant of a new one so that both transactions shall
count toward the maximum shares issuable in the calendar year of each
respective transaction.
(c) Stock Dividends, Mergers, etc. In the event that after approval of the
Plan by the stockholders of the Company in accordance with Section 1~, the
Company effects a stock dividend, stock split or similar change in
capitalization affecting the Stock, the Committee shall make appropriate
adjustments in (i) the number and kind of shares of stock or securities with
respect to which Awards may thereafter be granted (including without
limitation the limitations set forth in Sections 3(a) and (b) above), (ii)
the number and kind of shares remaining subject to outstanding Awards, and
(iii) the option or purchase price in respect of such shares. In the event
of any merger, consolidation, dissolution or liquidation of the Company, the
Committee in its sole discretion may, as to any outstanding Awards, make such
substitution or adjustment in the aggregate number of shares reserved for
issuance under the Plan and in the number and purchase price (if any) of
shares subject to such Awards as it may determine and as may be permitted by
the terms of such transaction, or accelerate, amend or terminate such Awards
upon such terms and conditions as it shall provide (which, in the case of the
termination of the vested portion of any Award, shall require payment or
other consideration which the Committee deems equitable in the
circumstances), subject, however, to the provisions of Section 15.
(d) substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a subsidiary
as the result of a merger or consolidation of the employing corporation with
the Company or a Subsidiary or the acquisition by the Company or a Subsidiary
of property or stock of the employing corporation. The Committee may direct
that the substitute awards be granted on such terms and conditions as the
Committee considers appropriate in the circumstances. Shares which may be
delivered under such substitute awards may be in addition to the maximum
number of shares provided for in Section 3(a), provided that said additional
shares shall not exceed five hundred thousand (500,000) in the aggregate over
the term of the Plan.
SECTION 4. Eligibility.
Awards may be granted only to officers or other key employees of the Company
or its Subsidiaries ("Eligible Persons").
SECTION 5. stock Options.
Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
Stock Options granted under the Plan may be either Incentive Stock Options or
Non-Qualified stock Options. To the extent that any option does not qualify
as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option.
No Incentive Stock Option shall be granted under the Plan after the tenth
anniversary of the earlier of (i) the date of adoption of the Plan by the
Board, or (ii) the date on which the Plan is approved by the stockholders as
set forth in Section 17.
(a) Grant of Stock Options. The Committee in its discretion may determine
the effective date of Stock Options, provided, however, that grants of
Incentive Stock Options shall be made only to persons who are, on the
effective date of the grant, employees of the Company or any Subsidiary.
Stock Options granted pursuant to this section 5(a) shall be subject to the
following terms and conditions and the terms and conditions of Section 13 and
shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Committee shall deem desirable.
(i) Exercise Price. The exercise price per share for the Stock covered by
a Stock Option granted pursuant to this Section 5(a) shall be determined by
the Committee at the time of grant but shall be, in the case of Incentive
Stock Options, not less than one hundred percent (100%) of Fair Market Value
on the date of grant. If an employee owns or is deemed to own (by reason of
the attribution rules applicable under Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation and an Incentive Stock Option
is granted to such employee, the option price shall be not less than one
hundred ten percent (110%) of Fair Market Value on the grant date.
(ii) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
(10) years after the date the option is granted. If an employee owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than ten percent (10%) of the combined voting power of all classes
of stock of the Company or any Subsidiary or parent corporation and an
Incentive Stock Option is granted to such employee, the term of such option
shall be no more than five (5) years from the date of grant.
(iii) Exercisability; Rights of a Shareholder. Stock Options shall become
vested and exercisable at such time or times, whether or not in installments,
as shall be determined by the Committee at or after the grant date. The
Committee may at any time accelerate the exercisability of all or any portion
of any stock Option. An optionee shall have the rights of a shareholder only
as to shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.
(iv) Method of Exercise. Stock Options may be exercised in whole or in
part, by delivering written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made
by one or more of the following methods:
(A) In cash, by certified or bank check or other instrument acceptable
to the Committee;
(B) In the form of shares of Stock that are not then subject to
restrictions under any Company plan, if permitted by the Committee, in its
discretion. Such surrendered shares shall be valued at Fair Market Value on
the exercise date; or
(C) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company to pay the purchase price; provided that in the event the optionee
chooses to pay the purchase price as so provided, the optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure. The Company need not act upon such exercise notice until
the Company receives full payment of the exercise price; or
(D) By any other means (including, without limitation, by delivery of
a promissory note of the optionee payable on such terms as are specified by
the Committee) which the Committee determines are consistent with the purpose
of the Plan and with applicable laws and regulations.
The delivery of certificates representing shares of Stock to be
purchased pursuant to the exercise of a Stock Option will be contingent upon
receipt from the Optionee (or a purchaser acting in his stead in accordance
with the provisions of the Stock Option) by the Company of the full purchase
price for such shares and the fulfillment of any other requirements contained
in the Stock Option or applicable provisions of laws.
(v) Non-transferability of Options. No stock Option shall be transferable
other than by will or by the laws of descent and distribution and all Stock
Options shall be exercisable, during the optionee's lifetime, only by the
optionee.
(vi) Annual Limit on Incentive Stock Options. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the Stock
with respect to which incentive stock options granted under this Plan and any
other plan of the Company or its Subsidiaries become exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000.
(vii) Form of settlement. Shares of Stock issued upon exercise of a Stock
Option shall be free of all restrictions under the Plan, except as otherwise
provided in this Plan.
(b) Reload Options. At the discretion of the Committee, Options granted
under Section 5(a) may include a so-called "reload" feature pursuant to which
an optionee exercising an option by the delivery of a number of shares of
Stock in accordance with Section 5(a) (iv) (B) hereof would automatically be
granted an additional Option (with an exercise price equal to the Fair Market
Value of the Stock on the date the additional Option is granted and with the
same expiration date as the original Option being exercised, and with such
other terms as the Committee may provide) to purchase that number of shares
of Stock equal to the number delivered to exercise the original Option.
SECTION 6. Conditioned Stock Awards.
(a) Nature of Conditioned Stock Award. The Committee in its discretion may
grant Conditioned Stock Awards to any Eligible Person. A Conditioned Stock
Award is an Award entitling the recipient to acquire, at no cost or for a
purchase price determined by the Committee, shares of Stock subject to such
restrictions and conditions as the Committee may determine at the time of
grant ("Conditioned Stock"). Conditions may be based on continuing
employment and/or achievement of pre-established performance goals and
objectives. In addition, a Conditioned Stock Award may be granted to an
employee by the Committee in lieu of a cash bonus due to such employee
pursuant to any other plan of the Company.
(b) Acceptance of Award. A participant who is granted a Conditioned stock
Award shall have no rights with respect to such Award unless the participant
shall have accepted the Award within sixty (60) days (or such shorter date as
the Committee may specify) following the award date by making payment to the
Company, if required, by certified or bank check or other instrument or form
of payment acceptable to the Committee in an amount equal to the specified
purchase price, if any, of the shares covered by the Award and by executing
and delivering to the Company a written instrument that sets forth the terms
and conditions of the Conditioned Stock in such form as the Committee shall
determine.
(c) Rights as a shareholder. Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Conditioned Stock, including voting and dividend rights, subject to
nontransferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Conditioned Award. Unless the
Committee shall otherwise determine, certificates evidencing shares of
Conditioned Stock shall remain in the possession of the Company until such
shares are vested as provided in Section 6(e) below.
(d) Restrictions. Shares of Conditioned Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by
the Company and its subsidiaries for any reason (including death, Disability,
Normal Retirement and for Cause), the Company shall have the right, at the
discretion of the Committee, to repurchase shares of Conditioned Stock with
respect to which conditions have not lapsed at their purchase price, or to
require forfeiture of such shares to the Company if acquired at no cost, from
the participant or the participant's legal representative. The Company must
exercise such right of repurchase or forfeiture within ninety (90) days
following such termination of employment (unless otherwise specified, in the
written instrument evidencing the Conditioned Award).
(e) Vesting of Conditioned stock. The Committee at the time of grant shall
specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
nontransferability of the Conditioned Stock and the Company's right of
repurchase or forfeiture shall lapse. subsequent to such date or dates
and/or the attainment of such preestablished performance goals, objectives
and other conditions, the shares on which all restrictions have lapsed shall
no longer be Conditioned stock and shall be deemed "vested." The Committee at
any time may accelerate such date or dates and otherwise waive or, subject to
Section 13, amend any conditions of the Award.
(f) Waiver, Deferral and Reinvestment of Dividends. The written instrument
evidencing the Conditioned Stock Award may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Stock.
SECTION 7. Unrestricted Stock Awards.
(a) Grant or Sale of Unrestricted Stock. The Committee in its discretion may
grant or sell to any Eligible Person shares of Stock free of any restrictions
under the Plan ("Unrestricted Stock") at a purchase price determined by the
Committee. Shares of Unrestricted Stock may be granted or sold as described
in the preceding sentence in respect of past services or other valid
consideration.
(b) Restrictions on Transfers. The right to receive unrestricted Stock may
not be sold, assigned, transferred, pledged or otherwise encumbered, other
than by will or the laws of descent and distribution.
SECTION 8. Performance Share Awards.
(a) Nature of Performance Shares. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee may make Performance Share Awards
independent of or in connection with the granting of any other Award under
the Plan. Performance Share Awards may be granted under the Plan to any
Eligible Person including those who qualify for awards under other
performance plans of the Company. The Committee in its discretion shall
determine whether and to whom Performance Share Awards shall be made, the
performance goals applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and conditions
applicable to the awarded Performance Shares; provided, however, that the
Committee may rely on the performance goals and other standards applicable to
other performance-based plans of the Company in setting the standards for
Performance Share Awards under the Plan.
(b) Restrictions on Transfer. Performance Share Awards and all rights with
respect to such Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered.
(c) Rights as a Shareholder. A participant receiving a Performance Share
Award shall have the rights of a shareholder only as to shares actually
received by the participant under the Plan and not with respect to shares
subject to the Award but not actually received by the participant. A
participant shall be entitled to receive a stock certificate evidencing the
acquisition of shares of stock under a Performance share Award only upon
satisfaction of all conditions specified in the written instrument evidencing
the Performance Share Award (or in a performance plan adopted by the
Committee).
(d) Termination. Except as may otherwise be provided by the Committee at any
time prior to termination of employment, a participant's rights in all
Performance Share Awards shall automatically terminate upon the participant's
termination of employment by the Company and its Subsidiaries for any reason
(including death, Disability, Normal Retirement and for Cause).
(e) Acceleration, Waiver, Etc. At any time prior to the participant's
termination of employment by the Company and its Subsidiaries, the Committee
may in its sole discretion accelerate, waive or, subject to Section 13, amend
any or all of the goals, restrictions or conditions imposed under any
Performance Share Award.
SECTION 9. Stock Appreciation Rights
(a) The Committee in its discretion may grant Stock Appreciation Rights to
any Eligible Person (i) alone, (ii) simultaneously with the grant of a Stock
Option and in conjunction therewith or in the alternative thereto or (iii)
subsequent to the grant of a Non-Qualified option and in conjunction
therewith or in the alternative thereto.
(b) The exercise price per share of a Stock Appreciation Right granted alone
shall be determined by the Committee. A Stock Appreciation Right granted
simultaneously with or subsequent to the grant of a Stock Option and in
conjunction therewith or in the alternative thereto shall have the same
exercise price as the related Stock Option, shall be transferable only upon
the same terms and conditions as the related Stock Option, and shall be
exercisable only to the same extent as the related Stock Option; provided,
however, that a Stock Appreciation Right, by its terms, shall be exercisable
only when the Fair Market Value per share of Stock exceeds the exercise price
per share thereof.
(c) Upon any exercise of a Stock Appreciation Right, the number of shares of
Stock for which any related Stock Option shall be exercisable shall be
reduced by the number of shares for which the Stock Appreciation Right shall
have been exercised. The number of shares of Stock with respect to which a
Stock Appreciation Right shall be exercisable shall be reduced upon any
exercise of any related Stock Option by the number of shares for which such
Option shall have been exercised. Any Stock Appreciation Right shall be
exercisable upon such additional terms and conditions as may from time to
time be prescribed by the Committee.
(d) A Stock Appreciation Right shall entitle the participant upon exercise
thereof to receive from the Company, upon written request to the Company at
its principal offices (the "Request"), a number of shares of Stock (with or
without restrictions as to substantial risk of forfeiture and
transferability, as determined by the Committee in its sole discretion), an
amount of cash, or any combination of Stock and cash, as specified in the
Request (but subject to the approval of the Committee in its sole discretion,
at any time up to and including the time of payment, as to the making of any
cash payment), having an aggregate Fair Market Value equal to the product of
(i) the excess of Fair Market Value, on the date of such Request, over the
exercise price per share of Stock specified in such Stock Appreciation Right
or its related Option, multiplied by (ii) the number of shares of Stock for
which such Stock Appreciation Right shall be exercised. Notwithstanding the
foregoing, the Committee may specify at the time of grant of any Stock
Appreciation Right that such stock Appreciation Right may be exercisable
solely for cash and not for Stock.
(e) Within thirty (30) days of the receipt by the Company of a Request to
receive cash in full or partial settlement of a Stock Appreciation Right or
to exercise such stock Appreciation Right for cash, the Committee shall, in
its sole discretion, either consent to or disapprove, in whole or in part,
such Request. A Request to receive cash in full or partial settlement of a
Stock Appreciation Right or to exercise a Stock Appreciation Right for cash
may provide that, in the event the Committee shall disapprove such Request,
such Request shall be deemed to be an exercise of such Stock Appreciation
Right for stock.
(f) If the Committee disapproves in whole or in part any election by a
participant to receive cash in full or partial settlement of a Stock
Appreciation Right or to exercise such Stock Appreciation Right for cash,
such disapproval shall not affect such participant's right to exercise such
Stock Appreciation Right at a later date, to the extent that such Stock
Appreciation Right shall be otherwise exercisable, or to elect the form of
payment at a later date, provided that an election to receive cash upon such
later exercise shall be subject to the approval of the Committee.
Additionally, such disapproval shall not affect such participant's right to
exercise any related Option.
(g) A Stock Appreciation Right shall be deemed exercised on the last day of
its term, if not otherwise exercised by the holder thereof, provided that the
fair market value of the Stock subject to the Stock Appreciation Right
exceeds the exercise price thereof on such date.
(h) No Stock Appreciation Right shall be transferable other than by will or
by the laws of descent and distribution and all Stock Appreciation Rights
shall be exercisable, during the holder's lifetime, only by the holder.
SECTION 10. Termination of Stock Options and Stock Appreciation Rights.
(a) Incentive Stock Options:
(i) Termination by Death. If any participant's employment by the Company
and its Subsidiaries terminates by reason of death, any Incentive Stock
Option owned by such participant may thereafter be exercised to the extent
exercisable at the date of death, by the legal representative or legatee of
the participant, for a period of two (2) years (or such longer period as the
Committee shall specify at any time) from the date of death, or until the
expiration of the stated term of the Incentive Stock Option, if earlier.
(ii) Termination by Reason of Disability or Normal Retirement.
(A) Any Incentive Stock Option held by a participant whose
employment by the Company and its Subsidiaries has terminated by reason of
Disability may thereafter be exercised, to the extent it was exercisable at
the time of such termination, for a period of one (1) year (or such longer
period as the Committee shall specify at any time) from the date of such
termination of employment, or until the expiration of the stated term of the
Option, if earlier.
(B) Any Incentive Stock Option held by a participant whose
employment by the Company and its Subsidiaries has terminated by reason of
Normal Retirement may thereafter be exercised, to the extent it was
exercisable at the time of such termination, for a period of ninety (90) days
(or such longer period as the Committee shall specify at any time) from the
date of such termination of employment, or until the expiration of the stated
term of the Option, if earlier.
(C) The Committee shall have sole authority and discretion to
determine whether a participant's employment has been terminated by reason of
Disability or Normal Retirement.
(D) Except as otherwise provided by the Committee at the time of
grant, the death of a participant during a period provided in this Section
10(b) for the exercise of an Incentive Stock Option shall extend such period
for two (2) years from the date of death, subject to termination on the
expiration of the stated term of the Option, if earlier.
(iii) Termination for Cause. If any participant's employment by the
Company and its Subsidiaries has been terminated for Cause, any Incentive
Stock Option held by such participant shall immediately terminate and be of
no further force and effect; provided, however, that the Committee may, in
its sole discretion, provide that such Option can be exercised for a period
of up to thirty (30) days from the date of termination of employment or until
the expiration of the stated term of the Option, if earlier.
(iv) Other Termination. Unless otherwise determined by the Committee, if
a participant's employment by the Company and its subsidiaries terminates for
any reason other than death, Disability, Normal Retirement or for Cause, any
Incentive Stock Option held by such participant may thereafter be exercised,
to the extent it was exercisable on the date of termination of employment,
for ninety (90) days (or such longer period as the Committee shall specify at
any time) from the date of termination of employment or until the expiration
of the stated term of the Option, if earlier.
(b) Non-Qualified Stock Options and Stock Appreciation Rights. Any
Nonqualified Stock Option or stock Appreciation Right granted under the Plan
shall contain such terms and conditions with respect to its termination as
the Committee, in its discretion, may from time to time determine.
SECTION 11. Tax Withholding.
(a) Payment by Participant. Each participant shall, no later than the date
as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant
for Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state or
local taxes of any kind required by law to be withheld with respect to such
income. The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.
(b) Payment in Shares. A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, In whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
withholding amount due with respect to such Award, or (ii) transferring to
the Company shares of Stock owned by the participant with an aggregate Fair
Market Value (as of the date the withholding is effected) that would satisfy
the withholding amount due.
SECTION 12. Transfer, Leave of Absence, Etc.
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or from the
Company to a Subsidiary, or from one Subsidiary to another;
(b) an approved leave of absence for military service or sickness, or for any
other purpose approved by the Company, if the employee's right to
reemployment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.
SECTION 13. Amendments and Termination.
The Board may at any time amend or discontinue the Plan and the Committee may
at any time amend or cancel any outstanding Award (or provide substitute
Awards at the same or reduced exercise or purchase price or with no exercise
or purchase price, but such price, if any, must satisfy the requirements
which would apply to the substitute or amended Award if it were then
initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely
affect rights under any outstanding Award without the holder's consent.
However, no such amendment, unless approved by the stockholders of the
Company, shall be effective if it would cause the Plan to fail to satisfy the
incentive stock option requirements of the Code, or cause transactions under
the Plan to fail to satisfy the requirements of Rule 16b-3 or any successor
rule under the Act as in effect on the date of such amendment.
SECTION 14. Status of Plan.
With respect to the portion of any Award which has not been exercised and any
payments in cash, Stock or other consideration not received by a participant,
a participant shall have no rights greater than those of a general creditor
of the Company unless the Committee shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the
Company's obligations to deliver Stock or make payments with respect to
Awards hereunder, provided that the existence of such trusts or other
arrangements is consistent with the provision of the foregoing sentence.
SECTION 15. Change of Control Provisions.
(a) Upon the occurrence of a Change of Control as defined in this Section 15:
(i) subject to the provisions of clause (iii) below, after the effective
date of such Change of Control, each holder of an outstanding stock Option,
Conditional Stock Award, Performance Share Award or Stock Appreciation Right
shall be entitled, upon exercise of such Award, to receive, in lieu of shares
of Stock (or consideration based upon the Fair Market Value of Stock), shares
of such stock or other securities, cash or property (or consideration based
upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of Control;
(ii) the Committee may accelerate the time for exercise of, and waive all
conditions and restrictions on, each unexercised and unexpired Stock Option,
Conditional Stock Award, Performance Share Award and Stock Appreciation
Right, effective upon a date prior or subsequent to the effective date of
such Change of Control, specified by the Committee; or
(iii) each outstanding Stock Option, Conditional Stock Award, Performance
Share Award and Stock Appreciation Right may be cancelled by the Committee as
of the effective date of any such Change of Control provided that (x) notice
of such cancellation shall be given to each holder of such an Award and (y)
each holder of such an Award shall have the right to exercise such Award the
extent that the same is then exercisable or, in full, if the Committee shall
have accelerated the time for exercise of all such unexercised and unexpired
Awards, during the thirty (30) day period preceding the effective date of
such Change of Control.
(b) "Change of Control" shall mean the occurrence of any one of the following
events:
(i) any "person" (as such term is used in Sections 13(d) and 14(d) (2) of
the Act) becomes a "beneficial owner" (as such term is defined in Rule 13d-3
promulgated under the Act) (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
or any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of
the Company), directly or indirectly, of securities of the Company
representing thirty-five percent (35%) or more of the combined voting power
of the Company's then outstanding securities; or
(ii) persons who, as of January 1, 1996, constituted the Company's Board
(the "Incumbent Board") cease for any reason, including without limitation as
a result of a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the Board, provided that any person
becoming a director of the Company subsequent to January 1, 1996 whose
election was approved by, or who was nominated with the approval of, at least
a majority of the directors then comprising the Incumbent Board shall, for
purposes of this Plan, be considered a member of the Incumbent Board; or
(iii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation or other entity, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) more than sixty-five percent (65%) of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
SECTION 16. General Provisions.
(a) No Distribution; Compliance with Legal Requirements. The Committee may
require each person acquiring shares pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.
No shares of Stock shall be issued pursuant to an Award until all applicable
securities laws and other legal and stock exchange requirements have been
satisfied. The Committee may require the placing of such stop orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.
(b) Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when
the Company or a stock transfer agent of the Company shall have delivered
such certificates in the United States mail, addressed to the participant, at
the participant's last known address on file with the Company.
(c) Other Compensation Arrangements; No Employment Rights. Nothing contained
in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan or
any Award under the Plan does not confer upon any employee any right to
continued employment with the Company or any Subsidiary.
SECTION 17. Effective Date of Plan.
The Plan shall become effective upon approval by the holders of a majority of
the shares of capital stock of the Company present or represented and
entitled to vote at a meeting of stockholders.
SECTION 18. Governing Law.
This Plan shall be governed by, and construed and enforced in accordance
with, the substantive laws of the State of Delaware without regard to its
principles of conflicts of laws.
Exhibit 5.1
FOLEY, HOAG & ELIOT LLP
One Post Office Square
Boston, Massachusetts 02109
January 24, 1997
CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 transmitted
for filing by the Company today (the " S-8 Registration Statement") relating
to 1,500,000 shares (the "Shares") of the Company's Common Stock issuable
pursuant to the Company's 1996 Incentive stock Plans (the "Plan")
We have examined the Company's Certificate of Organization and all
amendments thereto, its By-Laws and all amendments thereto, the records of
meetings and consents of its Board of Directors and of its stockholders
relating to the Plan. We have examined such other records and documents as
we deemed necessary or appropriate for purposes of rendering this opinion.
Based upon the foregoing, we are of the opinion that (a) the Company has
corporate power adequate for the issuance of the Shares in the manner set
forth in the S-8 Registration Statement, (b) the Company has taken all
necessary corporate action required to authorize the issuance and sale of the
Shares and (c) when certificates for the Shares have been duly executed and
countersigned, and delivered against due receipt of the exercise price
therefore in accordance with the Plan, the Shares will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/
--------------------------------
a Partner
Exhibit 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement
of CACI International Inc on Form S-8 of our reports dated August 12, 1996
appearing in the Annual Report on Form 10-K of CACI International Inc for the
year ended June 30, 1996.
DELOITTE & TOUCHE LLP
Washington, D.C.
January 24, 1997
Exhibit 23.2
[Included in Exhibit 5.1]
Exhibit 24.1
[Contained on the signature page of Form S-8]
