CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
--------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
---------------
------------------------
This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of CACI International Inc (the "Company") to
be used at the Annual Meeting of Stockholders (the "Annual Meeting") of the
Company to be held on November 19, 1998. This Proxy Statement is being mailed
on or about October 15, 1998. The presence of a stockholder at the Annual
Meeting or any adjournment thereof will not automatically revoke such
stockholder's proxy. However, any stockholder furnishing a proxy has the power
to revoke it by furnishing written notice to the Secretary of the Company, by
delivery to the Company of a proxy bearing a later date, or by voting in
person at the Annual Meeting. A proxy card is enclosed for your use in
connection with the Annual Meeting. The shares represented by each properly
signed and returned proxy will be voted in accordance with the instructions
marked thereon or, in the absence of instructions, the proxy will be voted:
FOR approval of the resolution approving the amendment to the Company's
By-laws changing the authorized number of directors; FOR the Board of
Directors' nominees for election to the Company's Board of Directors; FOR the
ratification of the appointment of Deloitte & Touche LLP as independent
auditors.
The Board does not expect that any matters other than those set forth in the
Notice of the Annual Meeting will be brought before the Meeting. If any other
matters properly come before the Meeting, the persons named in the
accompanying proxy will vote the shares represented by all properly executed
proxies on such matters in accordance with their judgment.
The close of business on October 6, 1998, has been fixed as the record date
for the determination of the stockholders entitled to notice of and to vote at
the Meeting. At the close of business on October 6, 1998, the Company had
10,862,995 shares of Common Stock outstanding.
APPROVAL OF BY-LAW AMENDMENT TO CHANGE
AUTHORIZED SIZE OF BOARD OF DIRECTORS
--------------------------------------
The Board of Directors (the "Board") has adopted and, in accordance with the
requirements of the Company's By-laws, is seeking stockholder approval for, a
By-law amendment which changes the authorized number of directors on the
Company's Board of Directors from a number between five (5) and nine (9)
inclusive to a number between nine (9) and eleven (11) inclusive, as the Board
of Directors from time to time by vote of a supermajority (a majority plus
one) may set.
The reason for this By-law amendment is to further the Company's goal of
benefiting from the services of a diverse and talented Board. The proposed
increase in the maximum possible number of Board members will facilitate
expanded diversity and talent by the addition of Board members with specific
industry or technical expertise, or with ties to particular constituencies.
The resolution to be voted upon at the Annual Meeting to approve the By-law
amendment to change the authorized size of the Board is as follows:
RESOLVED, that the amendment to Article III, Section 2 (Number and
Qualifications of Directors) of the By-laws of CACI International Inc, as
adopted by the Board of Directors, be, and hereby is, approved, with the
effect that the authorized number of directors is changed from a number
between five (5) and nine (9) to a number between nine (9) and eleven (11)
inclusive, as the Board of Directors from time to time by vote of a
supermajority (a majority plus one) may set.
At the Annual Meeting, stockholders will vote in favor of, or opposition to,
the foregoing resolution. If a quorum is present, the vote of the holders of
shares representing at least fifty-one percent (51%) of the outstanding Common
Stock of the Company will be required to approve this resolution.
If this resolution is not passed, only nine (9) of the ten (10) nominees
listed in this Proxy Statement (all but Dr. Ricart) will be presented for
election to the Board.
The Board of Directors recommends that stockholders vote FOR approval of the
resolution approving the amendment to the Company's By-laws changing the
authorized number of directors.
ELECTION OF DIRECTORS
---------------------
In accordance with Article III, Section 2 (Number and Qualifications of
Directors) of the By-laws of the Company, the Board of Directors has voted to
nominate nine (9) individuals for election to the Board, with the ninth
nomination (Mr. Salvatori) being contingent upon the closing of the Company's
acquisition of all of the outstanding stock of QuesTech, Inc. (the QuesTech
acquisition). In addition, the Board has voted to nominate a tenth (10th)
individual for election to the Board (Dr. Ricart), contingent upon the
stockholders' adoption of the resolution approving the amendment of the
Company's By-laws to change the authorized size of the Board of Directors. In
any case, the directors elected shall hold office until the next Annual
Meeting or until their respective successors are elected. If a quorum is
present, the affirmative vote of the holders of a majority of the shares of
stock entitled to vote and present in person, or represented by proxy, at the
Annual Meeting will be required to elect each of the candidates.
Unless authority is withheld or a vote is abstained on the proxy card, the
persons named in the accompanying proxy will vote the shares of Common Stock
represented by the proxy FOR the election of the nominees listed below (all
ten (10) if the By-law amendment resolution passes and the QuesTech
acquisition has closed; nine (9) of the ten (10) (all but Dr. Ricart), if the
QuesTech acquisition has closed, but the By-law amendment resolution does not
pass; nine (9) of the ten (10) (all but Mr. Salvatori) if the By-law amendment
resolution passes, but the QuesTech acquisition has not closed; eight (8) of
the ten (10) (all but Dr. Ricart and Mr. Salvatori) if the By-law amendment
resolution does not pass and the QuesTech acquisition has not closed ).
Consistent with the Company's Charter and pursuant to corporation law of the
State of Delaware, the total votes received, including abstentions, will be
counted for purposes of determining a quorum. Broker non-votes will be
counted towards determining a quorum but will not be counted as voting for any
candidate. Eight of the nominees are currently members of the Board. The
Company has no reason to believe that any of the nominees will be unable or
unwilling to serve. In the event that any nominee is not available or should
decline to serve, the persons named in the proxy will vote for the others and
will vote for such other person(s) as they, in their discretion, may decide.
NOMINEES
--------
Listed below are the nominees for Director, with information showing the age
of each, the year each was first elected as a Director of the Company, and the
business affiliation of each. Nine of ten nominees are outside Directors.
Outside Directors
- -----------------
Richard L. Leatherwood, 59. Director of the Company since 1996. Corporate
Director, Dominion Resources, Inc., Virginia Power and Dominion Energy,
1994-present. President and Chief Executive Officer, CSX Equipment Group,
1986-1991. Vice Chairman, Chessie System Railroads and Seaboard System
Railroad, 1985. President and Chief Executive Officer, Texas Gas Resources
Group, 1983-1985.
Larry L. Pfirman, 52. Director of the Company since 1993. Private investor.
Founder, Chairman, and Chief Executive Officer, Tara Lee Sportswear, Inc.,
1978-present. Founder and former Chairman, Spectro Knit Mfg. Co., 1978-1997.
Warren R. Phillips, 57. Director of the Company since 1974. Executive Vice
Chairman, Chief Executive Officer and Secretary/Treasurer, Moscow/Maryland,
Inc. (formerly, Soviet American Venture Initiatives (US-USSR)); Chief
Executive Officer, International Initiative, Inc., 1995- present. Professor
and other senior posts, University of Maryland, 1974-present. Consulting in
National Defense, Political Science, Information Systems, Foreign Affairs,
International Relations, Simulation and Crisis Management, Quantitative
Analysis: Department of State, Department of Defense, Department of Energy,
Arms Control and Disarmament Agency, Maryland State Legislature, USAID, IBM,
Ford Foundation, Brown & Root, Inc., Bendix Corporation, RAND Corporation,
Arthur Young. Ph.D., University of Hawaii-Political Science.
Charles P. Revoile, 64. Director of the Company since 1993. Private
investor. Legal and business consultant, 1992-present. Senior Vice President,
General Counsel and Secretary, CACI International Inc, 1985-1992 (retired
1992). Vice President and General Counsel, Stanwick Corporation, 1971-1985.
William B. Snyder, 69. Director of the Company since 1996. Chairman of
Southern Heritage Insurance Company since 1991. Chairman and Chief Executive
Officer, GEICO Corporation, 1985-1993. Board member of Phillips Publishers,
Inc., 1994-present. Member of Advisory Boards of Riggs Bank, N.A. and
Washington Mutual Investors Fund.
Richard P. Sullivan, 65. Director of the Company since 1996. President and
Chief Executive Officer, Cargill Detroit Corporation, 1997-present. Chairman
and Chief Executive Officer, The J.L. Wickham Co., Inc., 1992-1997. Vice
hairman, Ferris Baker Watts, Incorporated, Chief Executive Officer, Baker,
Watts & Co., Inc., 1987-1993. Past and present Corporate Director; Equitable
Bancorporation, Monumental Corporation, Noxell Corporation, PRC,
PharmaKinetics Labs, Inc., National Association of Manufacturers. Board
member, The United Way of Central Maryland, Central Maryland YMCA, The Johns
Hopkins University, 1979-1991, Towson State University School of Business and
Economics.
John M. Toups, 72. Director of the Company since 1993. Outside Director,
Halifax Corporation, NVR, Inc., Telepad Corporation, and Thermatrix Inc.
Chairman of the Board and Chief Executive Officer, The National Bank of
Washington and Washington Bancorp, 1990. President and Chief Executive
Officer, PRC, Inc., 1978-1982. Chairman, President and Chief Executive
Officer, PRC, Inc., 1982-1985. Chairman and Chief Executive Officer, PRC,
Inc., 1985-1987. Trustee and former President of the Board of Trustees,
George Mason University Foundation and Fairfax Hospital System Foundation
Board of Trustees. Director and past President, Professional Services Council
Board of Directors. Past Director, PRC, Inc., Emhart Corporation, Washington
Bancorp, Washington Gas Light Company, Comsite International and Guest
Services.
Vincent L. Salvatori, 66. Director Nominee. Chairman of the Board and Chief
Executive Officer, QuesTech, Inc., 1992-Present. President, QuesTech, Inc.,
1988-1992. Executive Vice President of Planning and Technology, QuesTech,
Inc., 1984-1988.
Dr. Glenn Ricart, 49. Director Nominee. Senior Vice President and Chief
Technology Officer, Novell, Inc., 1995-Present. Outside Director, SCO, Inc.
Program Manager, Defense Advanced Research Projects Agency, 1994-1995.
Director, Computer Science Center, University of Maryland and other senior
posts, 1982-1994. Founder, SURAnet, 1983-1994. Past Board Member: EDUCOM,
National Association of State Universities and Land Grant Colleges, BITNET,
Seminars on Academic Computing.
Management Director
- -------------------
Dr. J.P. London, 61. Chairman of the Board and Chief Executive Officer.
Elected Chairman, April 1990. Director of the Company since 1981. Joined CACI
1972, developed CACI's extensive work in advanced information systems, systems
engineering and logistics sciences. Vice President 1975, Senior Vice
President 1977, Executive Vice President 1979, Operating Division President
1982, President and Chief Executive Officer, 1984. Senior Advisory Board,
Northern Virginia Technology Council; Board of Advisors, the George Washington
University School of Business and Public Management; Board of Advisors,
Marymount University. KPMG High Tech Entrepreneur Award 1995; Distinguished
Alumni Award, George Washington University 1996. B.S., U.S. Naval Academy,
Engineering; M.S., U.S. Naval Postgraduate School-Operations Research;
Doctorate, George Washington University, Business Administration, conferred
"with distinction".
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
-------------------------------------------------
The Company's Board held five meetings during the fiscal year ended June 30,
1998. Each Director, while acting as Director, attended at least 75% of the
total number of meetings held by the Board and committees of the Board on
which he served.
The Board had a Compensation Committee, an Executive Committee, an Audit
Committee, and an Investor Relations Committee during fiscal 1998.
During the first half of fiscal 1998, the Compensation Committee consisted of
Directors Leatherwood, Pfirman, Revoile, and Toups. During the second half of
fiscal 1998, Directors Snyder and Sullivan joined the Committee. During the
entire fiscal year, Director Revoile served as the Committee Chairman. The
Compensation Committee administers the Company's 1996 Stock Incentive Plan,
determines the benefits to be granted to key employees thereunder, and is
responsible for determining and making recommendations to the Board of
Directors regarding compensation to be paid to Executive Officers of the
Company. The Compensation Committee met five times during fiscal 1998. A
report of the Compensation Committee regarding executive compensation appears
below in this Proxy Statement.
During the first half of fiscal 1998, the Executive Committee was composed of
Directors London, Parsow, Pfirman, Phillips and Toups. During the second half
of fiscal 1998, Director Sullivan replaced Director Parsow. Director London
served as the Committee's Chairman. The Executive Committee is responsible
for providing Board input and authorization necessary in the interim between
full Board meetings, and for identifying those items which merit consideration
or action by the entire Board. The Executive Committee did not meet during
fiscal 1998.
During fiscal 1998, the Audit Committee consisted of Directors Leatherwood,
Phillips, Revoile and Snyder. Director Phillips served as the Committee
Chairman. The Audit Committee is responsible for overseeing and reviewing the
Company's financial information which will be provided to stockholders and
others, the system of internal controls established by management and the
Board of Directors, and the annual audit conducted by the independent
accountants. The Audit Committee met four times during fiscal 1998.
The Investor Relations Committee, which met on two occasions during fiscal
1998 before its functions reverted to the full Board and the Committee was
discontinued, determined and oversaw the Company's investor relations program
and reviewed the Company's shareholder profile. The Investor Relations
Committee was composed of Directors Parsow, Snyder and Sullivan. Director
Parsow served as the Committee Chairman.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table provides information as of August 31, 1998, with respect
to beneficial ownership of the Company's Common Stock held by each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock.
Amount
Beneficial Percent of
Ownership of Common
Beneficial Owner Common Stock Stock <F1>
- ---------------------------------------------------------------------------
Dr. J. P. London 830,514 <F2> 7.64%
1100 North Glebe Road
Arlington, Virginia 22201
Wellington Management Co LLP 603,000 5.55%
75 State Street
Boston, Massachusetts 02109
Putnam Investments, Inc. 635,800 5.85%
One Post Office Square
Boston, Massachusetts 20109
Neuberger & Berman LLC 1,090,900 10.04%
605 Third Avenue
New York, New York 10158
Schroder Capital Management Inc. 569,900 5.24%
787 7th Avenue
New York, NY 10019
[FN]
<F1> All options are treated as exercised for shares of Common Stock.
<F2> Dr. London holds options that are currently exercisable for 198,500
shares of Common Stock and are included in this table. 21,569 of the shares
included in this table are indirectly owned by Dr. London.
</FN>
The following table provides information with respect to beneficial ownership
for each Executive Officer, each present Director, each Director Nominee, and
for all Executive Officers and Directors of the Company as a group.
Amount of
Name of Beneficial
Beneficial Owner Ownership of Percent of
and Position Common Stock Common Stock <F1>
- ----------------------------------------------------------------------
Dr. J.P. London 830,514 <F2> 7.64%
CEO, Chairman and
Nominee
Ronald R. Ross 80,900 <F3> .74%
Executive Officer
James P. Allen 42,850 <F4> .39%
Executive Officer
Gregory R. Bradford 105,000 <F5> .96%
Executive Officer
Jeffrey P. Elefante 30,000 <F6> .27%
Executive Officer
Joseph J. Lenz 30,000 <F7> .27%
Executive Officer
Richard L. Leatherwood 4,000 * <F8>
Director and Nominee
Larry L. Pfirman 414,110 3.81%
Director and Nominee
Warren R. Phillips 14,000 <F9> .12%
Director and Nominee
Charles P. Revoile 27,300 <F10> .25%
Director and Nominee
William B. Snyder 15,000 .13%
Director and Nominee
Richard P. Sullivan 1,000 *
Director and Nominee
John M. Toups 3,000 *
Director and Nominee
Vincent L. Salvatori 0 *
Director Nominee
Dr. Glenn Ricart 0 *
Director Nominee
All Executive Officers and 1,597,674 14.58%
Directors as a Group
(15 in number)
- --------------------------
[FN]
<F1> All options exercisable currently or within the next six months are
treated as exercised for shares of Common Stock.
<F2> See Note 2 to the table of beneficial owners on page 6.
<F3> Includes 75,000 shares issuable upon the exercise of options which are
exercisable in the next six months.
<F4> Includes 20,000 shares issuable upon the exercise of options which are
currently exercisable.
<F5> Includes 85,000 shares issuable upon the exercise of options which are
currently exercisable.
<F6> All 30,000 shares issuable upon the exercise of options which are
currently exercisable.
<F7> Includes 20,000 shares issuable upon the exercise of options which are
exercisable within the next six months.
<F8> The asterisk (*) denotes that the individual holds less than one tenth
of one percent (0.1%) of Common Stock.
<F9> All 14,000 shares issuable upon the exercise of options which are
currently exercisable.
<F10> All 27,300 shares issuable upon the exercise of options which are
currently exercisable.
</FN>
<PAGE>
Section 16(a) Reporting
- -----------------------
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's Officers and Directors and persons who own more than 10% of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Such Officers, Directors and Stockholders are required by SEC
regulations to furnish the Company with copies of all such reports that they
file.
Based solely on a review of copies of reports filed with the SEC and of
written representations by certain Officers and Directors, all persons subject
to the reporting requirements of Section 16(a) filed the required reports on a
timely basis.
EXECUTIVE OFFICERS
------------------
The Executive Officers of the Company are Dr. J.P. London, Chairman of the
Board and Chief Executive Officer, and the following five persons indicated in
the table below.
<TABLE>
<CAPTION>
Positions and Offices
Name, Age With the Company
Principal Occupations, Past Five Years
- ----------------------- ---------------------------------
- --------------------------------------------------------------
<S> <C> <C>
Ronald R. Ross, 56 President, Chief Operating President and
Chief Operating Officer of the Company since
Officer September 27,
1997. President of Computer Science Corporation
Systems
Engineering Division, July 1993-September 1997.
James P. Allen, 49 Executive Vice President, Executive
Vice President, Chief Financial Officer,
Chief Financial Officer, Treasurer &
Director of Business Services for the Company
Treasurer & Director of since March
1996; Vice President of Finance of I-Net,
Business Services Incorporated,
1995-1996; Executive Vice President of Finance
&
Administration for RJO Enterprises, 1992-1995.
Gregory R. Bradford, 49 President and Managing Director, President,
CACI Limited and Manager, Marketing Systems
CACI Limited; Manager, Marketing Group since
January 1994; Managing Director, CACI Limited,
Systems Group 1986-present.
Jeffrey P. Elefante, 52 Executive Vice President, Executive
Vice President of the Company since July 1996;
General Counsel, Secretary and General
Counsel, Secretary, and Director of Contract
Director of Contract Services Services of
the Company, 1992-present; Senior Vice President,
1992-1996.
Joseph J. Lenz, 46 President, CACI Products Company; President,
CACI Products Company and Manager, Simulations
Manager, Simulations Systems Group System Group
since October 1995; Senior Vice President, CACI
Products
Company worldwide sales, January 1995 to September
1995; Senior
Vice President, Managing Director of CACI
Nederland
B.V., 1992-1995.
</TABLE>
<PAGE>
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
-------------------------------------------
Compensation of Directors
- -------------------------
During fiscal 1998, each Director not employed by the Company or any of its
subsidiaries was compensated according to the following arrangements for his
participation in meetings of the full Board of Directors and the Committee(s)
of which he was a member:
* FULL BOARD - Eighteen Thousand Dollars ($18,000) for up to six meetings per
year. Any additional in-person meetings of any length, One Thousand Dollars
($1,000). Additional phone meetings of any length, Five Hundred Dollars
($500).
* AUDIT COMMITTEE - Five Thousand Dollars ($5,000) for up to four meetings
per year. Any additional in-person meetings of any length, One Thousand
Dollars ($1,000) per meeting. Additional phone meetings of any length, Five
Hundred Dollars ($500) per meeting. The Chairman of this committee receives
an additional Three Thousand Dollars ($3,000).
* COMPENSATION COMMITTEE - Five Thousand Dollars ($5,000) for up to four
meetings per year. Any additional in-person meetings of any length, One
Thousand Dollars ($1,000) per meeting. Additional phone meetings of any
length, Five Hundred Dollars ($500) per meeting. The Chairman of this
committee receives an additional Four Thousand Dollars ($4,000).
* EXECUTIVE COMMITTEE - Five Thousand Dollars ($5,000) for up to four
meetings per year. Any additional in-person meetings of any length, One
Thousand Dollars ($1,000) per meeting. Additional phone meetings of any
length, Five Hundred Dollars ($500) per meeting. Dr. London serves as the
Chairman of this committee and does not receive any compensation for this
position.
* INVESTOR RELATIONS COMMITTEE - Five Thousand Dollars ($5,000) for up to
four meetings per year. Any additional in-person meetings of any length, One
Thousand Dollars ($1,000) per meeting. Additional phone meetings of any
length, Five Hundred Dollars ($500) per meeting. The Chairman of this
committee received an additional Two Thousand Dollars ($2,000).
Dr. London received no separate compensation for his services as Director.
However, all Directors are reimbursed for expenses associated with attending
meetings of the Board and its committees.
During fiscal 1999, Directors who are not employed by the Company or any of
its subsidiaries will be compensated on the same basis as those arrangements
described above.
Compensation of Executive Officers
- ----------------------------------
The following table summarizes compensation paid by the Company and its
subsidiaries to Dr. London, the Company's Chairman and Chief Executive
Officer, and the five other executive officers of the Company during the
fiscal year ended June 30, 1998, compared with the two previous fiscal years.
<PAGE>
Summary of Executive Officer Compensation
-----------------------------------------
<TABLE>
<CAPTION>
Long Term Compensation
- ----------------------------------------
Annual
Compensation Awards
Payouts
- --------------------------------------------------------------------------------
- -----------------------------------------------
(a) (b) (c) (d)
(e) (f) (g) (h) (i)
Other Other
Annual Restricted Annual
Name and
Compen- Stock LTIP Compen-
Principal Fiscal Salary Bonus
sation Award Options Payouts sation
Position Year $ $
$ $ # $ <F1> $ <F2>
- --------------------------------------------------------------------------------
- -----------------------------------------------
<S> <C> <C> <C>
<C> <C> <C> <C> <C>
J.P. London 1998 $225,000 $335,178
- - - - N/A $60,481
Chief Executive 1997 225,000 85,232
- - - - N/A 76,209
Officer and COB 1996 200,000 373,358
- - - - N/A 70,062
R.R. Ross 1998 $188,817 $209,004
- - - 300,000 N/A $23,539
President and 1997 <F3> - -
- - - - N/A -
COO 1996 <F3> - -
- - - - N/A -
J.P. Allen 1998 $175,000 $129,408
- - - - N/A $15,238
EVP, CFO and 1997 175,000 42,000
- - - - N/A 12,588
Treasurer 1996 <F4> - -
- - - 50,000 N/A -
G.R. Bradford 1998 $179,354 <F5> $301,180 $44,034
<F6> - - N/A $44,694
President and 1997 176,717 <F5> 44,375 43,707
<F6> - 20,000 N/A 23,242
Managing 1996 171,283 <F5> 93,449 24,744
<F6> - - N/A 44,233
Director of
CACI Limited
J.P. Elefante 1998 $125,000 $132,141
- - - - N/A $13,334
EVP, General 1997 125,000 30,000
- - - 10,000 N/A 21,680
Counsel and 1996 114,000 130,587
- - - - N/A 21,686
Secretary
J.J. Lenz 1998 $100,000 $47,264
- - - - N/A $33,447
President of 1997 100,000 216,854
- - - - N/A 30,665
CACI Products 1996 93,750 82,557
- - - 30,000 N/A 21,858
Company
</TABLE>
<F1> "LTIP" stands for Long-Term Incentive Plan. The Company does not provide
a LTIP.
<F2> Other Annual Compensation in this column includes accrued vacation pay
in excess of amounts actually paid, amounts contributed under the Company's
qualified and non-qualified pension plans, and amounts paid by the Company for
leased or owned automobiles.
<F3> Mr. Ross was not employed by the Company until September 27, 1997,
therefore there are no compensation figures provided for fiscal years 1997 and
1996.
<F4> Mr. Allen was not employed by the Company until March 1996, therefore,
compensation in FY1996 is less than $100,000.
<F5> Mr. Bradford's compensation is paid partly in British pounds sterling
and is reported in this table in U.S. dollars at the average exchange rate in
effect during the fiscal year. This currency conversion of pounds sterling to
U.S. dollars causes Mr. Bradford's reported salary to fluctuate from
year-to-year.
<F6> Reimbursement was paid to Mr. Bradford (a U.S. citizen) for tuition
costs for Mr. Bradford's children while residing in the United Kingdom.
</FN>
Stock Options
- -------------
The table below contains information relating to stock options granted to the
Executive Officers named above.
Option Grants During Fiscal Year 1998
-------------------------------------
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price
Appreciation for Option
Individual Grants
Term (until 9/28/07)
- --------------------------------------------------------------------------------
- ----------------------
(a) (b) (c) (d) (e)
(f) (g)
% of Total
Options
Granted to
Options Employees in Exercise
Granted Fiscal Year Price
Expiration
Name (#) <F1> (%) ($/Sh) <F2> Date 5%
($)<F3> 10% ($) <F3>
- --------------------------------------------------------------------------------
- ----------------------
<S> <C> <C> <C> <C>
<C> <C>
J.P. London 0 - - -
- - -
R.R. Ross 300,000 82% $19.47 9/28/07
$3,673,373 $9,309,047
G.R. Bradford 0 - - -
- - -
J.P. Allen 0 - - -
- - -
J.P. Elefante 0 - - -
- - -
J.J. Lenz 0 - - -
- - -
</TABLE>
- ---------------------------
[FN]
<F1> Option grants were permitted under the Company's 1996 Employee Stock
Incentive Plan. Specific grants are determined by the Compensation Committee
of the Board of Directors, subject to the annual limitations permitted under
Section 422A of the Internal Revenue Code with respect to Incentive Stock
Options. The shares granted are in the form of Non-Qualified Stock Options.
Of the shares granted to Mr. Ross, 75,000 each are exercisable on October 1,
1998, October 1, 1999, October 1, 2000, and October 1, 2001. The grants are
exercisable for a period of ten years, so long as the Grantee remains an
employee of the Company. The options will lapse if the Grantee leaves the
Company before the exercise date, if the Grantee fails to exercise the
options within 60 days of leaving the Company after the exercise date, or if
the Grantee fails to exercise the options prior to the expiration date.
<F2> The exercise price of options granted under the Plan is equal to the
average of the high and low prices of the stock on the date of grant.
<F3> The potential realizable value of the options assumes option exercise
ten years from the date of grant and is calculated based upon the assumption
that the market price of the underlying shares increases over the ten-year
period at the assumed annual rates, compounded annually. The assumed annual
rates in this column are suggested by the Securities and Exchange Commission.
The actual value, if any, that an executive may realize will depend on the
excess of the stock price over the grant price on the date the option is
exercised, so that there is no assurance the value realized by an individual
will be at or near the value estimated in this column.
</FN>
Aggregated Option Exercises in Fiscal 1998, and Fiscal Year-End Option
Values
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c)
(d) (e)
Value of
Number
of Unexercised
Unexercised In-the-Money
Shares Options
at Options at
Acquired June 30,
1998 June 30, 1998
on Value
(#) ($)
Exercise Realized
Name (#) ($) <F1 > Exercisable Unexercisable
Exercisable Unexercisable <F2>
- --------------------------------------------------------------------------------
- --------------------------------
<S> <C> <C> <C> <C>
<C> <C>
J.P. London 0 $0 198,500 0
$3,702,597 $0
R.R. Ross 0 $0 0
300,000 $0 $477,000
G.R. Bradford 0 $0 85,000 20,000
$1,405,212 $46,200
J.P. Allen 20,000 $217,500 0
20,000 $0 $221,200
J.P. Elefante 0 $0 30,000 10,000
$475,162 $23,100
J.J. Lenz 0 $0 10,000
20,000 $80,600 $161,200
</TABLE>
[FN]
<F1> Market value of underlying securities at exercise, minus the exercise
price.
<F2> The value of unexercised in-the-money options is calculated by
subtracting the exercise price from the market value of the Company's stock at
fiscal year-end (which was $21.06, based on the closing price of the Common
Stock as reported on the NASDAQ National Market on June 30, 1998).
</FN>
Employment Agreement
- --------------------
On August 17, 1995, the Company entered into an employment agreement (the
"Employment Agreement") with Dr. J.P. London, the Chairman of the Board and
Chief Executive Officer of the Company. The purpose of the Employment
Agreement is to assure the Company of Dr. London's committed services for a
fixed period of time. The term of the Employment Agreement is for one year
with an automatic one-year extension each year. The Employment Agreement
provides for a salary of not less than Two Hundred Thousand Dollars ($200,000)
per year to be set by the Board, and participation in any bonus, incentive
compensation, pension, profit-sharing, stock purchase and stock option plans
as well as annuity or group insurance, medical and other benefit plans
maintained by the Company for its employees. The Employment Agreement also
provides that the Company will reimburse business expenses incurred in the
performance of Dr. London's duties. The Employment Agreement restricts Dr.
London's right to compete with the Company or to offer employment to Company
employees following termination.
The Employment Agreement may be terminated by the Company in the event of
death, disability or for cause as determined by the Board. In the event of
termination for any other reason, except for the occurrence of a change of
control, the Employment Agreement provides that the Company will pay an amount
equal to eighteen (18) months of Dr. London's current base salary. In the
event of a termination within one year of the effective date of a change of
control, as defined in the Agreement, the Employment Agreement provides for a
termination payment equal to thirty-six (36) months of Dr. London's current
base salary, as defined in the Agreement.
COMPANY STOCK PERFORMANCE CHART
-------------------------------
The following chart shows how $100 invested as of June 30, 1993, in shares of
the Company's Common Stock would have grown during the five-year period ended
June 30, 1998, as a result of changes in the Company's stock price, compared
with $100 invested in the Standard & Poor's 500 Stock Index, and in the
Standard & Poor's Technology 500 Index.
Comparison of Five Year Cumulative Total Return
- -----------------------------------------------
CACI International Inc, S&P 500 Index, and S&P Technology - 500
June 30
Base -------------- Index Returns --------------
Company/Index Name 1993 1994 1995 1996 1997 1998
- ----------------------------------------------------------------------------
CACI International Inc $100.00 $186.32 $268.52 $345.24 $334.28 $461.71
S&P 500 Index $100.00 $108.30 $176.20 $209.95 $319.17 $428.82
S&P Technology-500 $100.00 $101.41 $127.84 $161.08 $216.98 $282.42
STOCK INCENTIVE PLAN
--------------------
During fiscal 1997, the Company's 1986 Employee Stock Incentive Plan (the
"1986 Plan") expired by its terms on September 24, 1996. The Board of
Directors adopted the 1996 Stock Incentive Plan (the "1996 Plan") to replace
the 1986 Plan. The 1996 Plan was approved by a majority vote of the
stockholders at the November 14, 1996 Annual Meeting.
The Company's 1996 Plan is intended to advance the best interests of the
Company and its subsidiaries by providing key employees who have substantial
responsibility for corporate management and growth with additional incentives
through the acquisition of Company securities, thereby increasing the personal
stake of these key employees in the success of the Company and encouraging
them to remain in the employ of the Company and its subsidiaries. In
addition, to accomplish these goals, the 1996 Plan is intended to provide
additional incentive to highly qualified candidates to accept employment with
the Company.
The 1996 Plan is administered by the Board's Compensation Committee. At least
twice each fiscal year, the Compensation Committee meets to designate eligible
employees, if any, to participate under the 1996 Plan and the type, amount,
dates and terms of any grants to be made. The Compensation Committee
determines specific grants, subject to the annual limitations permitted under
Section 422A of the Internal Revenue Code (the "Code") (pertaining to
Incentive Stock Options).
Participation in the 1996 Plan may be in the form of an award of (i) options
to purchase Common Stock intended to qualify as incentive stock options, as
defined in Section 422A of the Code, (ii) options not qualifying under Section
422A (i.e., non-qualified options), (iii) shares of stock at no cost or at a
purchase price set by the Committee, subject to restrictions and conditions
determined by the Committee, (iv) unrestricted shares of stock at prices set
by the Committee, (v) rights to acquire shares of Common Stock upon attainment
of performance goals specified by the Committee, and (vi) rights to receive
cash payments based on or measured by appreciation in the market price of the
Common Stock (Stock Appreciation Rights).
Awards may be granted under the 1996 Plan to officers and employees of the
Company or any of its subsidiaries. The total number of shares of Common
Stock that may be issued pursuant to the 1996 Plan is 1,500,000. No employee
may be granted awards under the 1996 Plan, including stock options and stock
appreciation rights, with respect to more than 300,000 shares in any calendar
year.
OTHER COMPENSATION PLANS
------------------------
At various times in the past, the Company has adopted certain broad-based
employee benefit plans in which the Executive Officers are permitted to
participate on substantially the same terms as other employees who meet
applicable eligibility criteria, subject to any legal limitations on the
amounts that may be contributed or the benefits that may be payable under
these Company plans. For example, in fiscal year 1998, under the Company's
$MART Plan (401(k) Plan), participants selected from a variety of investment
options, including a CACI Common Stock investment option. The $MART Plan
authorizes employees to contribute up to 15% (subject to certain limitations
and annual vesting) of their total compensation. The Company provides
matching contributions of 50% of the amount of the employee's contribution up
to 6% of the employee's total cash compensation. In addition, the Company may
make discretionary profit sharing contributions to the $MART Plan. The CACI
Common Stock investment option in the $MART Plan provides an additional way to
link officer and employee interests more directly to that of stockholders.
COMPENSATION COMMITTEE REPORT FOR FY98
--------------------------------------
The Company's executive compensation policies and practices are overseen by
the Compensation Committee of the Board of Directors (the "Committee"). In
fiscal 1998 the members of the Committee were Richard L. Leatherwood, Larry L.
Pfirman, Charles P. Revoile, William B. Snyder, Richard P. Sullivan and John
M. Toups. Each Committee member is a non-employee director. Committee
actions concerning executive officer compensation are subject to full Board of
Directors review. Award decisions under the Company's 1996 Employee Stock
Incentive Plan, however, are delegated exclusively to the Committee.
Set forth below is the report of the Committee for fiscal 1998 addressing the
Company's executive compensation policies for fiscal 1998 as they affected (1)
Dr. London and (2) Messrs. Allen, Bradford, Elefante, Lenz and Ross, who were
the Company's executive officers (the "Executive Officers").
<PAGE>
Executive Compensation Policies
- -------------------------------
Executive Officers' compensation levels are intended to be fair (but not
excessive) and competitive with similar size companies in the Company's
industry. In setting compensation levels, the Committee takes into account
both objective and subjective performance criteria, including: (1) the
Company's after-tax earnings; (2) actual versus target operating performance
in terms of revenue and after-tax earnings; (3) each officer's initiative and
contributions to overall performance; (4) achievement of specific, pre-set
strategic objectives; (5) managerial ability; and (6) performance of special
projects. <F1> Incentive compensation programs typically include performance
thresholds, below which either no bonus or a significantly reduced bonus is
paid. It is the Committee's intent by considering these criteria to tie a
significant portion of the Executive Officer's compensation to Company performan
ce.
The Company uses stock-based compensation to the Executive Officers as a means
of (1) aligning the interests of management with those of the stockholders,
and (2) retaining key executives through the use of stock option awards with
future exercise dates.
Executive Officers also are permitted to participate in certain broad-based
employee benefit plans on substantially the same terms as other employees who
meet applicable eligibility criteria, subject to any legal limitation placed
on the amounts that may be contributed or the benefits that may be payable
under such plans. For example, the Company makes matching and profit sharing
contributions to the Company's voluntary 401(k) $MART Plan on behalf of the
Executive Officers based on the amount of each officer's contributions to the
Plan and on the Company's profits for each fiscal year.
Relationship of Executive Compensation to Company Performance
- -------------------------------------------------------------
Compensation paid to the Executive Officers in fiscal 1998 (as reflected in
the Summary of Executive Officer Compensation table included in this Proxy
Statement) consisted primarily of base salary and performance bonus, along
with specific stock option grants (as reflected in the Option Grants During
Fiscal Year 1998 table).
Compensation plans for fiscal 1998 were developed late in fiscal 1997
following a review of compensation to ascertain the compensation levels which
would be necessary or desirable to maintain the Company's compensation
structure on a competitive basis, and to provide appropriate incentive for
achieving desired Company performance. Specific performance targets were
established and incorporated into fiscal year business plans which were
developed by the Executive Officers under the supervision of the Chief
Executive Officer and approved by the Board of Directors.
- -------------------------
[FN]
<F1> The Committee also considers cost-of-living and expatriate adjustments
for Executive Officers serving outside the United States. At present, Mr.
Bradford, Executive Vice President of the Company and President and Managing
Director of CACI Limited, a Company subsidiary in the United Kingdom, is the
only Executive Officer serving abroad.
</FN>
<PAGE>
The approved fiscal year business plans were used as the basis for the
Company's performance bonus plans, which provided for bonus payments to
Executive Officers based on actual versus target operating performance in
terms of after-tax earnings for the Company as a whole and, for those
Executive Officers in charge of an operating unit, for the Officer's
particular unit. These plans provided for: (1) no bonus payment for
performance below a pre-set minimum profit threshold; (2) payment of a base
bonus for performance that exceeded the minimum profit threshold; and (3)
payment of an enhanced bonus at increasing percentage levels as performance
met or exceeded additional pre-set profit levels.
The Company's incentive compensation plans also allowed for payment of
additional compensation on the basis of achievement of (1) specific, pre-set
strategic objectives and (2) an evaluation of each Executive Officer's
initiative and contribution to overall performance apart from quantitative
financial performance. Payments pursuant to such subjective criteria were
determined at or close to the end of fiscal 1998 after discussions among the
Committee and, for all Executive Officers other than Dr. London, after
discussions between the Committee and Dr. London.
Chief Executive Officer Compensation
- ------------------------------------
The Committee's approach to setting the Chief Executive Officer's
compensation, as in the case of the other Executive Officers, is to tie a
significant portion of his compensation to Company performance, while seeking
to be competitive with other similar size companies in the Company's industry
and to provide the Chief Executive Officer with some certainty as to the level
of his compensation through base salary. The Committee believes that this
approach appropriately motivates the Chief Executive Officer to achievement of
Company performance goals.
Dr. London's salary and bonus compensation for fiscal 1998 was $560,178, an
increase of $249,946 from fiscal 1997 as a result of the operation of Dr.
London's incentive compensation plan applied to the Company's after-tax
earnings in fiscal 1998.
Dr. London's fiscal 1998 incentive compensation was based on the Company's net
after-tax profit, both for individual quarters within the fiscal year and for
the fiscal year as a whole. Subject to a cap of Five Hundred Thousand Dollars
($500,000) on the aggregate of quarterly and annual bonuses earned, Dr. London
was entitled to a bonus based on each quarter's net after-tax profit so long
as that profit exceeded the net after-tax profit for the same quarter of
fiscal 1997, and a larger, variable bonus upon reaching or exceeding a
pre-determined threshold net after-tax profit level for the fiscal year.
During fiscal year 1998, by operation of the applicable bonus formulae, Dr.
London earned $335,178 in aggregate incentive compensation for quarterly (paid
for the last three quarters only) and annual net after-tax profit results for
the fiscal year.
The Committee believes that in view of the Company's performance for the year,
Dr. London's compensation for fiscal 1998 was reasonable.
In June, 1998, the Committee and the Board of Directors approved a bonus
arrangement for Dr. London for fiscal 1999 which ties a significant portion of
Dr. London's compensation to the achievement by the Company of certain profit
results during fiscal year 1999.
RESPECTFULLY SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS:
Richard L. Leatherwood Larry L. Pfirman Charles P. Revoile
William B. Snyder Richard P. Sullivan John M. Toups
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS;
OTHER INFORMATION
----------------------------------------
In 1995, the Company executed severance compensation agreements (the
"Severance Agreement") to Mr. Bradford and Mr. Elefante. In 1996, the Company
executed a Severance Agreement for Mr. Allen. The term of the Severance
Agreement is one (1) year, with automatic renewal, subject to change in the
Senior Executive Severance Policy applicable to the Executive Officers. The
Severance Agreement maximizes the availability to the Company of each
Executive Officer's managerial experience and knowledge of the affairs of the
Company. The Severance Agreement provides for the payment of severance in an
amount equal to twelve (12) months base salary, in the event that Executive's
employment is terminated for any reason other than cause, death, medical or
physical incapacity, voluntary retirement or resignation. In the event of a
termination within one (1) year of the date of a change-of-control, the
severance payment to the Executive will be twenty-four (24) months' base
salary.
There exist no other transactions with management and others (as defined by
applicable regulations), to which the Company or any of its subsidiaries was a
party in fiscal year 1998 in which the amount involved exceeds Sixty Thousand
Dollars ($60,000).
Legal Proceedings
- -----------------
Information regarding the status of the Company's legal proceedings is
included in its Annual Report on Form 10-K and is incorporated herein by
reference. Since the date of filing the Form 10-K, there have been no further
material developments to the Company's legal proceedings.
RATIFICATION OF AUDITORS
------------------------
The Board of Directors has appointed Deloitte & Touche LLP, Certified Public
Accountants, as auditors to examine and report on the Company's financial
statements for the fiscal year ending June 30, 1999. At the Annual Meeting,
stockholders will vote on whether to ratify the selection of Deloitte & Touche
LLP. If a quorum is present, the vote of the holders of a majority of the
shares of stock and entitled to vote present in person or represented by proxy
at the Annual Meeting will be required to ratify such selection.
Representatives of Deloitte & Touche LLP are expected to attend the Annual
Meeting. Deloitte & Touche LLP's representatives will have the opportunity to
make a statement if they so desire and they will be available to respond to
appropriate questions.
The Board of Directors recommends that stockholders vote FOR ratification. If
circumstances not presently contemplated so require, the Board of Directors
may, at a later date, reconsider the appointment of Deloitte & Touche LLP,
notwithstanding that a majority of shares may be voted to ratify their
appointment.
<PAGE>
SOLICITATION
------------
The cost of this solicitation of proxies will be borne by the Company. The
firm of Morrow & Co. has been retained to assist in soliciting proxies at a
fee not to exceed Six Thousand Dollars ($6,000) plus expenses. The Company
may also reimburse banks, brokers, nominees, and other fiduciaries for postage
and reasonable clerical expenses incurred by them in forwarding the proxy
material to their principals. Proxies may be solicited without extra
compensation by certain Officers, Directors and other employees of the
Company, by telephone or telegraph, by personal contact, or by other means.
FUTURE STOCKHOLDER PROPOSALS
----------------------------
In order to be included in the proxy materials for the 1999 Annual Meeting,
stockholder proposals must be received by the Secretary of the Company on or
before June 19, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
(1) The Company's Annual Report on Form 10-K for the Fiscal Year ended June
30, 1998, filed with the Securities and Exchange Commission on or about
September 28, 1998, is incorporated by reference.
OTHER MATTERS
-------------
As of this date, the Board of Directors knows of no business which may
properly come before the meeting other than that stated in the Notice of
Meeting accompanying this Proxy Statement. Should any other business arise,
proxies given in the accompanying form will be voted in accordance with the
discretion of the person or persons named therein.
By Order of the Board of Directors
Jeffrey P. Elefante, (Secretary)
Arlington, Virginia
Dated: October 13, 1998
<PAGE>
Appendix A: Notice of Annual Meeting of Stockholders, mailed with Procy
Statement to all stockholders on or about October 15, 1998.
Appendix B: Letter to Stockholders from J.P. London, Chairman of the Board and
Chief Executive Officer, CACI International Inc, mailed with Proxy Statement
to all stockholders on or about October 15, 1998.
Appendix C: Proxy Card, mailed with Proxy Statement to all stockholders on or
about October 15, 1998.
Appendix D: Reminder Card, mailed with Proxy Statement to all stockholders on
or about October 15, 1998.
<PAGE>
Appendix A
CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
---------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held November 19, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of CACI International Inc (the "Company") will be held on November
19, 1998, at 9:30 a.m., Eastern Standard Time, at the Radisson Plaza Hotel at
Mark Center, 5000 Seminary Road, Alexandria, Virginia, 22311, for the
following purposes:
1. To amend the Company's By-laws changing the authorized number of
directors.
2. To elect the Company's Board of Directors.
3. To ratify the appointment of Deloitte & Touche LLP as the Company's
auditors for the current fiscal year.
4. To transact such other business or as may otherwise properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 6, 1998, as
the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting.
A list of the stockholders entitled to vote at the Annual Meeting will be made
available during regular business hours at the Radisson Plaza Hotel at Mark
Center, 5000 Seminary Road, Alexandria, Virginia 22311, from November 4, 1998
through November 19, 1998 for inspection by any stockholder for any purpose
germane to the meeting.
By Order of the Board of Directors
Jeffrey P. Elefante, (Secretary)
Arlington, Virginia
Dated: October 13, 1998
IMPORTANT: Even if you plan to attend the meeting, please complete, sign, and
return promptly the enclosed proxy in the envelope provided to ensure that
your vote will be counted. You may vote in person if you so desire even if you
previously have sent in your proxy.
If your shares are held in the name of a bank, brokerage firm or other
nominee, please contact the party responsible for your account and direct him
or her to vote your shares on the enclosed card.
<PAGE>
Appendix B
CACI International Inc
October 13, 1998
Dear Stockholder:
I cordially invite you to attend your Company's 1998 Annual Meeting of
Stockholders on November 19, 1998, at 9:30 a.m., Eastern Standard Time. The
meeting will be held at the Radisson Plaza Hotel at Mark Center, 5000 Seminary
Road, Alexandria, Virginia, 22311.
Matters to be considered and acted on at the meeting include a change in the
authorized number of directors for the Board of Directors of CACI
International Inc, the election of directors and the ratification of the
appointment of independent auditors. Detailed information concerning these
matters is set forth in the attached Notice of Annual Meeting of Stockholders
and Proxy Statement.
As a stockholder, your vote is important. I encourage you to execute and
return your proxy promptly whether or not you plan to attend so that we may
have as many shares as possible represented at the meeting. Returning your
completed proxy will not prevent you from voting in person at the meeting if
you wish to do so.
Thank you for your cooperation and continued support and interest in CACI
International Inc.
Sincerely,
J.P. London
Chairman of the Board
and Chief Executive Officer
IMPORTANT: Even if you plan to attend the meeting, please complete, sign, and
return promptly the enclosed proxy in the envelope provided to ensure that
your vote will be counted. You may vote in person if you so desire even if
you previously have sent in your proxy.
If your shares are held in the name of a bank, brokerage firm or other
nominee, please contact the party responsible for your account and direct him
or her to vote your shares on the enclosed card.
<PAGE>
Appendix C
[PROXY CARD]
[Front]
Common Stock CACI International Inc
PROXY FOR NOVEMBER 19, 1998 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints J.P. London and Warren R. Phillips, and each
of them, as Proxies of the undersigned, each with full power of substitution,
to vote all of the shares of Common Stock of CACI International Inc the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of CACI International Inc to be held at the Radisson
Plaza Hotel at Mark Center, 5000 Seminary Road, Alexandria, Virginia 22311, on
November 19, 1998, at 9:30 a.m. Eastern Standard Time and at any adjournments
thereof.
1. FOR -- AGAINST -- ABSTAIN FROM -- approval of the resolution
approving the amendment to the Company's By-laws changing the authorized
number of directors.
2. ELECTION OF DIRECTORS
FOR all nominees listed below -- WITHHOLD AUTHORITY --
(except as marked to the contrary below) (to vote for all nominees
listed below)
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Richard L. Leatherwood J. Phillip London Larry Pfirman
Warren R. Phillips Charles P. Revoile Glenn Ricart
Vincent L. Salvatori William B. Snyder Richard P. Sullivan
John M. Toups
3. FOR -- AGAINST -- ABSTAIN FROM -- ratification of the appointment of
Deloitte & Touche, LLP as independent auditors.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournments
thereof. UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED FOR ITEM ONE
ABOVE, FOR THE ELECTION OF THE NOMINEES LISTED ABOVE AND FOR ITEM THREE
ABOVE. As of the date of the Proxy Statement, the Board of Directors knows of
no other business to be presented at the Annual Meeting.
[The two short lines after the phrases "FOR", "AGAINST", "ABSTAIN FROM", "FOR
all nominees listed below", and 'WITHHOLD AUTHORITY" represent the boxes which
appear on the actual proxy card and which cannot be printed due to electronic
transmission limitations.]
<PAGE>
[PROXY CARD]
[Back]
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED PREPAID
ENVELOPE.
The undersigned acknowledges receipt of the Notice and Proxy Statement for the
Annual Meeting of Stockholders of CACI International Inc.
Please sign exactly as your name is shown on the Proxy. If signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are owned jointly, each owner must sign. If the signer is a
corporation, the full corporate name shall be signed by a duly authorized
officer.
Dated: , 1998
-----------------
-----------------------------
Signature of Beneficial Owner
-----------------------------
Signature of Beneficial Owner
<PAGE>
Appendix D
[REMINDER CARD]
[Front]
IMPORTANT
PLEASE SEND IN YOUR PROXY ... TODAY
YOU ARE URGED TO FILL IN, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY. A STAMPED AND ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
YOUR VOTE IS IMPORTANT.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKERAGE FIRM OR OTHER
NOMINEE, PLEASE CONTACT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT HIM
OR HER TO VOTE YOUR SHARES.
<PAGE>
[REMINDER CARD]
[Back]
ADDRESS OR NAME CHANGE?
If so, please enter your new name and/or address in the spaces provided below
and return this card with your Proxy.
- ---------------------------------------------------------------------------
Name
- ---------------------------------------------------------------------------
Street
- ---------------------------------------------------------------------------
City State Zip
