GRC INTERNATIONAL INC
8-K, 1998-08-07
MANAGEMENT CONSULTING SERVICES
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                       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 (Date of earliest event reported): July 1, 1998
                                                             ------------


                           GRC INTERNATIONAL, INC.
             -----------------------------------------------------            
             (Exact name of registrant as specified in its charter)


    Delaware                      1-7517                     95-2131929
   ----------             ------------------------        ------------------ 
   (State of              (Commission File Number)        (I.R.S. Employer
  Incorporation)                                          Identification No.)


                  1900 Gallows Road, Vienna, Virginia 22182
              -------------------------------------------------
              (Address of principal executive office) (Zip Code)


                               (703) 506-5000
                       ------------------------------- 
                       (Registrant's telephone number)

<PAGE>

Item 5.           Other Events.
                  ------------

On July 1, 1998,  GRC  International  Inc.  announced  that GRCI  President Gary
Denman,  Ph.D., has become Chief Executive  Officer  following the retirement of
Jim Roth, who spent the past six years as President and CEO.

Details  are  contained  in the press  release  attached  as an  exhibit to this
report.

Item 7.           Financial Statements and Exhibits.
                  ---------------------------------

         (c)               Exhibits.
                           --------

         Exhibit No.       Description
         -----------       ----------- 

             99            Press Release dated July 1, 1998


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf of the
undersigned hereunto duly authorized.

                           GRC INTERNATIONAL, INC.


Date:  August 6, 1998      By:/s/ Thomas E. McCabe
                              --------------------
                              Thomas E. McCabe
                              Senior Vice President, General Counsel & Secretary



              Gary Denman Transitions to CEO with GRC International

Vienna,  Va., July 1, 1998 - GRC International  (NYSE: GRH) today announced that
GRCI President Gary Denman,  Ph.D., has become Chief Executive Officer following
the  retirement of Jim Roth,  who spent the past six years as president and CEO.
Mr.  Roth  will  continue  serving  the  company  as a  member  of its  board of
directors.

"In an era when technology,  particularly  information  technology,  is of vital
importance  to every aspect of an  enterprise,"  said Dr.  Denman,  "I find GRCI
exceptionally  well  positioned  to  respond  to growing  customer  demands  for
advanced technical solutions to their management and decision-making challenges.
These include projects such as the  modernization of the Army's retail logistics
information  system,  modeling and simulation for the Office of the Secretary of
Defense,  information  warfare  for  the  Navy,  system  testing  work  for  the
regulation  division of a national  financial  association;  and  development of
embedded  communications  software  for Lucent  Technologies.  I look forward to
continuing the momentum we have recently  demonstrated by capitalizing on GRCI's
professional expertise and technical strengths."

GRCI Chairman Joseph Wright said, "This first nine months of this year have been
very strong for GRCI with a 30 percent  increase in EBIT and a maximum  contract
backlog that grew to approximately $500 million. Gary was an important driver in
these  results and is an ideal fit to all the  leadership  needs of GRCI.  He is
deeply knowledgeable of the company's technical  capabilities and customer base.
As  COO  he  has  been  an  exceptional   leader  as  the  company  returned  to
profitability over the past 15 months. The board of directors and I look forward
to working closely with Gary in the years to come."

Retiring CEO Jim Roth said, "Gary Denman's assumption of the CEO title brings to
completion a succession  plan that we began  putting in place nearly three years
ago.  Gary is that rare leader who both  understands a broad array of technology
and technology  issues and who can also manage technology at an executive level.
I feel  confident,  as a result,  that we have  selected  the most  capable  and
experienced  executive to direct this leading-edge  technology  company into the
next century. I wish Gary and GRCI all the success in the world and I personally
look forward to making contributions to its future as a board member."

Dr.  Denman,  59, joined GRCI as Senior Vice  President,  Strategic  Planning in
March 1995. In 1992, prior to joining the company,  he was appointed Director of
the Advanced  Research  Projects  Agency  (ARPA),  the  Department  of Defense's
principal  agency for  research,  development  and  demonstration  of  concepts,
devices, and systems, providing highly advanced military capabilities.

As Director of ARPA, Dr. Denman was responsible for executive  management of the
agency's  investments in high pay-off and innovative  research and  development.
This  entailed  extensive  efforts  to develop  and  implement  advanced  design
concepts and a

                                     -MORE-

<PAGE>

DENMAN TO CEO
ADD ONE


broad array of advanced technologies with an emphasis on information technology.
Dr. Denman's focus at ARPA was on applied technology,  particularly working with
industry leaders and universities to implement  advanced  technology in products
and manufacturing processes.

Prior to  joining  ARPA,  Dr.  Denman was the Deputy  Director  of the U.S.  Air
Force's  Wright  Laboratories  at Wright  Patterson  Air Force Base where he was
responsible  for  the  management  of a  diverse  program  to  develop  advanced
aerospace technologies and implemented focused technology transition initiatives
for early insertion into new systems. Prior to that position, Dr. Denman was the
Director of the U.S. Air Force Materials Laboratory and Director of the U.S. Air
Force  Manufacturing  Technology  Program  where he  initiated  a broad array of
materials and manufacturing process developments.

Dr. Denman received a B.S.M.E. from the University of Cincinnati and an M.S. and
Ph.D. from Ohio State University in mechanical engineering.

GRC   International   Inc.,   with   headquarters  in  Vienna,   Va.,   provides
knowledge-based   professional   services  and   high-quality   technology-based
solutions to government  and  commercial  customers.  GRCI is a publicly  traded
company listed on the New York Stock  Exchange under the symbol GRH.  Additional
details   about   the   company   can   be   obtained   on   the   Internet   at
http://www.grci.com/.

Inquiries:  Wayne Jackson, Director,  Corporate Communications,  (703) 506-5038.
GRCI press releases are available on the Internet  through  Company News On-Call
at http://www.prnewswire.com/.



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