AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 1997
Registration No. 33-52536
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRC International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
95-2131929
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(I.R.S. Employer Identification Number)
1900 Gallows Road, Vienna, Virginia 22182
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(Address of Principal Executive Offices) (Zip Code)
GRC International, Inc.
1985 Employee Stock Option Plan
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(Full Title of the Plan)
Thomas E. McCabe, Esq.
Senior Vice President, General Counsel & Secretary
GRC International, Inc.
1900 Gallows Road, Vienna, Virginia 22182
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(Name and Address of Agent for Service)
(703) 506-5005
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(Telephone Number, including Area Code, of Agent for Service)
<PAGE>
Pursuant to Instruction E of Form S-8 and Instruction 89 of Section G of the
Manual of Publicly Available Telephone Interpretations of the Commission's
Division of Corporation Finance, Registrant wishes to use the filing fee paid on
the unsold shares of common stock that were registered on Form S-8 (Registration
No. 33-52536, filed September 28, 1992) for its 1985 Employee Stock Option Plan
("1985 Plan").
A total of 1,305,000 shares of the Company's Common Stock, $0.10 par value
("Stock") were registered for the 1985 Plan. Registration No. 33-1046 (filed
October 22, 1985) registered 425,000 shares of Stock, Registration No. 33-39513
(filed March 27, 1991) registered 440,000 shares of Stock, and Registration No.
33-52536 (filed September 28, 1992) registered 440,000 shares of Stock.
(Collectively, the foregoing registration statements are hereinafter referred to
as the "1985 Plan Registration Statements"). To date, a total of 703,059 shares
of Stock have been issued pursuant to the exercise of options under the 1985
Plan. Also, under the 1985 Plan, there remain outstanding options to purchase a
total of 130,763 shares. No further options may be issued under the 1985 Plan.
Therefore, the maximum number of shares of Stock which could be issued under the
1985 Plan is 833,822.
Accordingly, the 440,000 shares of Stock previously registered for the 1985 Plan
on Registration No. 33-52536 (filed September 28, 1992) are being deregistered
by this Post-Effective Amendment, and are being carried over to a new
Registration Statement being filed today for shares of Stock to be issued
pursuant to the exercise of options granted under the Company's 1996 Officers
Stock Option Plan and 1996 Employee Option Plan.
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 Vienna, State of Virginia, on October 20, 1997.
GRC INTERNATIONAL, INC.
By: /s/ Thomas E. McCabe
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Thomas E. McCabe
Senior Vice President,
General Counsel and
Secretary
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas E. McCabe his attorney-in-fact, with full power
or substitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments, including post-effective amendments, to this
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated:
Date: October 20, 1997 By: /s/ Jim Roth
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Jim Roth
President and Chief Executive
Officer
Date: October 20, 1997 By: /s/ Ronald B. Alexander
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Ronald B. Alexander
Senior Vice President-Finance,
Treasurer and Chief Financial
Officer
Date: October 20, 1997 By: /s/ Joseph R. Wright, Jr.
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Joseph R. Wright, Jr.
Chairman, Director
Date: October 20, 1997 By: /s/ Peter A. Cohen
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Peter A. Cohen
Vice Chairman, Director
Date: October 20, 1997 By: /s/ H. Furlong Baldwin
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H. Furlong Baldwin
Director
Date: October 20, 1997 By: /s/ Frank J.A. Cilluffo
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Frank J.A. Cilluffo
Director
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<PAGE>
Date: October 20, 1997 By: /s/ Leslie B. Disharoon
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Leslie B. Disharoon
Director
Date: October 20, 1997 By: /s/ Charles H.P. Duell
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Charles H.P. Duell
Director
Date: October 20, 1997 By: /s/ Edward C. Meyer
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Edward C. Meyer
Director
Date: October 20, 1997 By: /s/ George R. Packard
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George R. Packard
Director
Date: October 20, 1997 By: /s/ Herbert Rabin
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Herbert Rabin
Director
Date: October 20, 1997 By: /s/ E. Kirby Warren
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E. Kirby Warren
Director
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