SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
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May 27, 1998
CACI International Inc
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(Exact name of registrant as specified in its Charter)
Delaware
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(State of other jurisdiction of incorporation)
0-8401
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(Commission File Number)
54-1345888
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(IRS Employer Identification No.)
1100 N. Glebe Road
Arlington, Virginia 22201
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(Address of principal executive offices) (Zip code)
(703) 841-7800
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(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
On May 18, 1998, the Registrant signed a Letter of Intent to acquire all of
the issued and outstanding stock of QuesTech, Inc. ("QuesTech") for $18.375
per share in cash. The estimated total purchase price of the acquisition,
including the assumption of existing debt, is approximately $42 million. The
agreement does not include the acquisition of QuesTech's wholly-owned
subsidiary, QuesTech Packaging, Inc. The acquisition is subject to due
diligence, approval of a detailed acquisition agreement by each Company's
Board of Directors and by the stockholders of QuesTech, and approval by the
appropriate regulatory agencies. It is anticipated that the transaction will
close within five months.
QuesTech is an information technology company specializing in the development
and application of information technology for government and industry.
Headquartered in Falls Church, Virginia, with worldwide offices, QuesTech's
700 employees provide a broad spectrum of scientific, engineering and
management services in electronics, software engineering, systems engineering
and other advanced information technology fields. QuesTech reported 1997
revenues of approximately $78 million.
A copy of CACI's May 19, 1998 press release regarding CACI's execution of a
Letter of Intent to acquire QuesTech is attached as an Exhibit to this report
on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(99)(a) Press Release dated May 19, 1998, announcing CACI's execution of a
Letter of Intent to acquire QuesTech.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CACI International Inc
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(Registrant)
By: /s/
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Jeffrey P. Elefante
Executive Vice President,
General Counsel and Secretary
Exhibit (99)(a)
CACI Announces Intent to Acquire QuesTech
A Strategic Play into the Information Warfare & Intelligence Markets
ARLINGTON, VA -- May 19, 1998 -- CACI International Inc (Nasdaq: CACI)
announced today it has signed a letter of intent to acquire all of the
outstanding common shares of QuesTech, Inc. (Nasdaq: QTEC) for $18-3/8 per
share in cash. The total value of the acquisition, including the assumption of
existing debt, is approximately $42 million. The agreement assumes the
disposition by QuesTech of their wholly owned subsidiary, QuesTech Packaging,
Inc., involved in commercial packaging techniques. The CACI offer has been
approved by QuesTech's Board of Directors and is contingent upon the signing
of a definitive agreement, completion of customary due diligence and
regulatory review, approval by CACI's Board of Directors, and the approval of
QuesTech's shareholders. The transaction, which CACI hopes to close in three
to four months, will be financed through bank borrowings.
Dr. J. P. (Jack) London, Chairman and CEO of CACI International, stated, "The
acquisition of QuesTech is a tremendous strategic fit for CACI - positioning
us in the very important information warfare and intelligence markets.
QuesTech's value-added capabilities will enhance CACI's solutions offering,
and will provide further technology and customer diversification. QuesTech's
operating groups perform a variety of scientific, engineering, and management
tasks, many of them involving highly sophisticated emerging technologies that
we've identified as core distinctions. QuesTech's skilled personnel have made
major technical contributions in the areas of intelligence, surveillance,
command and control, modeling and simulation, artificial intelligence, and
electronic warfare/information security for their clients in the fields of
command, control and communications (C3) and intelligence services."
QuesTech is an information technology company that specializes in the
development and application of information technology for government and
industry. The company provides a broad spectrum of scientific, engineering,
and management services in electronics, software engineering, systems
engineering, and many other advanced information technology fields. With
headquarters in Falls Church, Virginia, and offices worldwide, QuesTech has
over 700 employees. QuesTech, with a three-year growth rate of 13%, reported
1997 revenues of $78 million.
"This transaction clearly reflects commitment to our growth strategy. The
acquisition should be accretive to our earnings and is expected to
enhance shareholder value. We will emphasize building a long and successful
relationship with QuesTech's existing management team and employees, and their
customers," added Dr. London.
CACI International Inc is an information technology products and services
provider that specializes in developing and integrating systems, software, and
simulation products in support of government agencies and commercial
enterprises worldwide. Celebrating 35 years in business, the company has
approximately 3700 employees and operates out of approximately 75 offices in
the U.S. and Europe. In March, CACI was named the highest-ranking systems
integrator in a Federal Computer Week Government Technology Group report on
competitiveness and past performance in the federal marketplace. Additional
information may be found at CACI's web site -- www.caci.com.
Several comments set forth above represent forward-looking statements. These
statements are subject to important factors that could cause actual results to
differ materially from the statements made today. The factors which could
cause a material difference in results include, but are not limited to the
following: regional and national economic conditions; changes in interest
rates; changes in government spending policies and/or decisions concerning
specific programs; the individual business decisions of our customers and
clients; developments in technology; competitive factors and pricing
pressures; changes in the regulation of our business; and our own ability to
obtain the results now projected or anticipated.
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For additional information contact:
James Allen Jody Brown
Chief Financial Officer Public Relations Director
(703) 841-7946 (703) 841-7801
[email protected] [email protected]
