AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRC International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-2131929
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1900 Gallows Road, Vienna, Virginia 22182
-----------------------------------------
(Address of Principal Executive Offices) (Zip Code)
GRC International, Inc.
1994 Employee Stock Option Plan
1996 Officers Stock Option Plan
1996 Employee Option Plan
1998 Option Plan
----------------------
(Full Title of the Plan)
Gary L. Denman, President
and Chief Executive Officer
GRC International, Inc.
1900 Gallows Road, Vienna, Virginia 22182
Copy to: Thomas E. McCabe, Esq.
Senior Vice President, General Counsel and Secretary
GRC International, Inc.
1900 Gallows Road, Vienna, Virginia 22182
-----------------------------------------
(Name and Address of Agent for Service)
(703) 506-5005
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(Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share (1) aggregate offering price (1) registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 860,000 shares (2) $6.5625 $5,643,750 $1,568.97
$.10 par value
</TABLE>
(1) Determined solely for the purpose of computing the registration fee
pursuant to Rules 457(c) and (h)(1) based on the average of the high and
low prices of the Registrant's common stock reported in the New York Stock
Exchange consolidated reporting system on November 2, 1998.
(2) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a
result of stock splits, stock dividends or similar transactions in
accordance with the anti-dilution provision of the plans listed above.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") to be sent or given to
participants in the plans listed on the cover of the Registration Statement (the
"Plans") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"), are not being filed with the Commission, as provided
by Form S-8 and Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed with the Commission, are hereby
incorporated by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1998;
2. The description of the Registrant's common stock contained in the
Registrant's registration statement for the common stock filed with the
Commission under the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating the description;
3. All documents filed by the Registrant pursuant to Sections 13(a) and 15(d) of
the Securities Exchange Act of 1934 since June 30, 1998; and
4. All documents hereafter filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold.
Any statement contained in a document incorporated or deemed to be incorporated
in this Registration Statement by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document which also is or is deemed to be incorporated in this
Registration Statement by reference modifies or supersedes such statement. Any
statement so modified shall not be deemed in its unmodified form, and any
statement so superseded shall not be deemed, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
<PAGE>
Item 5. Interests of Counsel.
--------------------
The validity of the shares of common stock offered hereby has been passed upon
for the Registrant by Thomas E. McCabe, Esq., Senior Vice President, General
Counsel and Secretary of the Registrant. As of September 30, 1998, Mr. McCabe
owns 17,109 units of the GRC International Stock Fund in the Registrant's
Deferred Income Plan, 1 share in the Company's Employee Stock Purchase Plan, and
options to purchase 76,478 additional shares.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Bylaws provide for the indemnification of directors and
officers to the fullest extent permitted by Delaware law except that a director
or officer may be indemnified for costs of a proceeding that he has initiated
only if the proceeding was authorized by the Board of Directors. Additionally,
the Registrant has adopted an Indemnification Agreement to be used as the basis
for specific agreements between the Registrant and individual directors and
officers to ensure contractual assurance that the protections conferred by the
Registrant's Bylaws will be available to the indemnitee to the extent required,
permitted or not prohibited by law. The Bylaws and the Indemnification Agreement
further provide for a mechanism whereby indemnification claims shall be paid
within thirty (30) days after such claim has been received unless independent
legal counsel has determined that indemnification of such person would be
prohibited, in whole or in part, under applicable law, or that a claim for
expenses shall not be paid, in whole or in part, on the grounds that it is
unreasonably high. Such determination shall be conclusively binding on the
Registrant and on the claimant. If no such determination is made by independent
legal counsel and the claim is not paid within thirty (30) days, the claimant
has the right to pursue its claim against the Registrant in the courts. Under
Delaware law, a director or officer may not be indemnified unless a
determination is made that he was acting in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant and, in the case of a criminal proceeding, he reasonably believed to
be lawful.
The directors and officers of the Registrant are insured under liability
insurance policies purchased by the Registrant. However, the Registrant shall
not be required either to obtain or maintain said policy or policies of
insurance if it is not reasonably available or if, in the reasonable business
judgment of the then directors of the Registrant, either (i) the premium cost
for such insurance is substantially disproportionate to the amount of coverage;
or (ii) the coverage provided by such insurance is so limited by exclusions that
there is insufficient benefit from such insurance.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits (exhibit numbers correspond to Exhibit Table,
Regulation S-K, Item 601)
Exhibit
Number Description
- ------ -----------
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1
to the Registrant's Annual Report on Form 10-K for the year ended June
30, 1994).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended June
30, 1998).
<PAGE>
5 Opinion of Thomas E. McCabe, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Thomas E. McCabe, Esq. (included as a part of Exhibit 5).
24 Powers of Attorney (included as a part of signature pages).
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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;
(b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section
<PAGE>
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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Act 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.
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 November 6, 1998.
GRC INTERNATIONAL, INC.
By: /s/ Thomas E. McCabe
------------------------------------
Thomas E. McCabe
Senior Vice President, General Counsel
and Secretary
<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: November 6, 1998 /s/ Gary L. Denman
---------------- -------------------------------------
Gary L. Denman
President and Chief Executive Officer
Date: November 6, 1998 /s/ Timothy C. Halsey
---------------- -------------------------------------
Timothy C. Halsey
Controller, (Acting) Chief Financial
Officer & (Acting) Chief Accounting
Officer
Date: November 6, 1998 /s/ Joseph R. Wright, Jr.
---------------- -------------------------------------
Joseph R. Wright, Jr.
Chairman, Director
Date: November 6, 1998 /s/ Peter A. Cohen
---------------- -------------------------------------
Peter A. Cohen
Vice Chairman, Director
Date: November 6, 1998 /s/ H. Furlong Baldwin
---------------- -------------------------------------
H. Furlong Baldwin
Director
Date: November 6, 1998 /s/ Frank J.A. Cilluffo
---------------- -------------------------------------
Frank J.A. Cilluffo
Director
Date: November 6, 1998 /s/ Leslie B. Disharoon
---------------- -------------------------------------
Leslie B. Disharoon
Director
Date: November 6, 1998 /s/ Charles H.P. Duell
---------------- -------------------------------------
Charles H.P. Duell
Director
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
(Exhibit Numbers correspond to Exhibit Table, Regulation S-K, Item 601)
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C> <C>
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1
to the Registrant's Annual Report on Form 10-K for the year ended June
30, 1994).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended June
30, 1998).
5 Opinion of Thomas E. McCabe, Esq. 8
23.1 Consent of Deloitte & Touche LLP. 9
23.2 Consent of Thomas E. McCabe, Esq. (included as a part of Exhibit 5).
24 Powers of Attorney (included as a part of signature pages).
</TABLE>
<PAGE>
Exhibit 5
November 6, 1998
GRC International, Inc.
1900 Gallows Road
Vienna, Virginia 22182
Gentlemen:
I have assisted GRC International, Inc. ("Registrant") in connection with the
filing with the Securities and Exchange Commission ("Commission") of a
Registration Statement on Form S-8 under the Securities Act of 1933 relating to
the offer and sale of up to 860,000 shares of the Registrant's common stock
pursuant to its 1994 Employee Stock Option Plan, 1996 Officers Stock Option
Plan, 1996 Employee Option Plan and 1998 Option Plan ("Plans"). I have examined
the Registrant's charter and bylaws, the Plans, and such other documents as I
have deemed necessary to render the opinion expressed herein.
Based on the foregoing, it is my opinion that the shares of common stock that
may be originally issued by the Company pursuant to the Plans, when sold in
accordance with the provisions of the Plans and the resolutions authorizing the
Plans for a price per share not less than the par value thereof, will be validly
issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Interests of Counsel" in
the Registration Statement. I do not thereby admit that I am an "expert" as that
term is used in the Securities Act of 1933 and the Rules and Regulations
thereunder.
Sincerely,
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
GRC International, Inc. on Form S-8 of our report dated July 28, 1998, appearing
in the Annual Report on Form 10-K of GRC International, Inc. for the year ended
June 30, 1998.
DELOITTE & TOUCHE LLP
McLean, Virginia
November 6, 1998
