AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1999
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
-------- ----------
(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.
Directors Fee Replacement Plan
1998 Option Plan
----------------------
(Full Title of the Plans)
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
------------------------------------------------------------
(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(1) offering price aggregate offering registration
per share (2) price(2) fee(3)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 440,000 shares (4) (4) (4)
$.10 par value
Common Stock 296,271 shares $9.00 $2,666,439 $ 786.60
$.10 par value
</TABLE>
(1) 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.
(2) 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 September 24,
1999.
(3) Calculated pursuant to Section 6(b) of the Securities
Act of 1933, as amended, as follows: $295 per $1 million
of proposed maximum aggregate offering price.
(4) 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, the Registrant hereby transfers to
this Registration Statement the 440,000 unsold shares of
common stock that were registered on Form S-8 for its 1996
Officers Stock Option Plan and 1996 Employee Option Plan,
Registration No. 333-38445 (filed as of October 22, 1998),
for which the registration fee of $304.17 was paid. The
Registrant has filed a post-effective amendment to
Registration No. 333-38445 to deregister the 440,000
shares transferred to this Registration Statement.
<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 identified on the cover of this 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been or will be 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, 1999;
2. The description of the Registrant's common stock, and any rights relating
thereto, contained in the Registrant's registration statement(s) relating to
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, 1999; 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.
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 3, 1999, Mr. McCabe owns 18,190.67 units of the GRC International
Stock Fund in the Registrant's Deferred Income Plan, 0.8809 shares in
the Company's Employee Stock Purchase Plan, and options to purchase
83,400 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 indepen-
dent 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).
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)
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 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.
<PAGE>
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 September 28, 1999.
GRC INTERNATIONAL, INC.
By: /s/ Thomas E. McCabe
------------------------------------
Thomas E. McCabe
Senior Vice President, General Counsel
and Secretary
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: September 28, 1999 /s/ Gary L. Denman
---------------- -------------------------------------
Gary L. Denman
President and Chief Executive Officer
Date: September 28, 1999 /s/ James P. Allen
---------------- -------------------------------------
James P. Allen
Senior Vice President, Chief Finan-
cial Officer & Treasurer
Date: September 28, 1999 /s/ Timothy C. Halsey
---------------- -------------------------------------
Timothy C. Halsey
Controller
Date: September 28, 1999 /s/ Joseph R. Wright, Jr.
---------------- -------------------------------------
Joseph R. Wright, Jr.
Chairman, Director
Date: September 28, 1999 /s/ Peter A. Cohen
---------------- -------------------------------------
Peter A. Cohen
Vice Chairman, Director
Date: September 28, 1999 /s/ H. Furlong Baldwin
---------------- -------------------------------------
H. Furlong Baldwin
Director
Date: September 28, 1999 /s/ Frank J.A. Cilluffo
---------------- -------------------------------------
Frank J.A. Cilluffo
Director
Date: September 28, 1999 /s/ Leslie B. Disharoon
---------------- -------------------------------------
Leslie B. Disharoon
Director
Date: September 28, 1999 /s/ Charles H.P. Duell
---------------- -------------------------------------
Charles H.P. Duell
Director
Date: September 28, 1999 /s/ Leon E. Salomon
---------------- -------------------------------------
Leon E. Salomon
Director
Date: September 28, 1999 /s/ Gerald R. McNichols
---------------- -------------------------------------
Gerald R. McNichols
Director
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
(Exhibit Numbers correspond to Exhibit Table, Regulation S-K, Item 601)
Exhibit
Number Description Page
- ------- ----------- ----
<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
September 28, 1999
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 736,271 shares of the Registrant's common stock
pursuant to its Directors Fee Replacement Plan and its 1998 Option Plan (the
"Plans"). I have examined the Registrant's charter and bylaws, the Plans and
resolutions authorizing 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,
/s/ Thomas E. McCabe
Thomas E. McCabe
Senior Vice President,
General Counsel and Secretary
<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 August
11, 1999, except for Note 9 as to which the date is September 2, 1999,
appearing in the Annual Report on Form 10-K of GRC International, Inc. for
the year ended June 30, 1999.
DELOITTE & TOUCHE LLP
McLean, Virginia
September 24, 1999
