SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 9, 1999
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GRC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-7517 95-2131929
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(State of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
1900 Gallows Road, Vienna, Virginia 22182
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(Address of principal executive office) (Zip Code)
(703) 506-5000
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(Registrant's telephone number)
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Item 5. Other Events.
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On December 9, 1999, Chairman Joseph R. Wright, Jr. was re-elected, and Richard
N. Perle was elected, to the Company's Board of Directors. On December 13, 1999,
President Gary L. Denman was re-elected, and Neal B. Freeman was elected, to the
Board of Directors. GRC International, Inc. also announced the settlement of two
previously reported lawsuits filed by an individual shareholder against the
Company and seven of its directors, all as reported in the attached press
release dated December 13, 1999.
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<PAGE>
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release dated December 13, 1999.
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: January 18, 2000 By: /s/ Thomas E. McCabe
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Thomas E. McCabe
Senior Vice President, Director of Corporate
Development, General Counsel & Secretary
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<PAGE>
[GRAPHIC OMITTED][GRAPHIC OMITTED] NEWS
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GRC International Announces Election of Board Members,
Settlement of Shareholder Lawsuits
Vienna, Va., Dec. 13, 1999 - GRC International (NYSE: GRH) today announced the
election of Gary L. Denman, Neal B. Freeman, Richard N. Perle and Joseph R.
Wright Jr. to the company's board of directors. The company also announced the
settlement of two previously reported lawsuits filed by an individual
shareholder against the company and seven of its directors. The board agreed to
the settlement in order to end the distraction and cost of the litigation.
In announcing the election results and litigation settlement, Board Chairman
Joseph Wright said, "We are pleased to have Messrs. Freeman and Perle join the
board and look forward to their contributions. We will now turn our undivided
attention to supporting GRCI's management team as they work to extend the
excellent performance of the past two years."
Wright, who continues as chairman of the board, and Perle were elected by vote
of shareholders at the company's annual meeting held on November 15. As a
condition of the settlement of the two suits, the board reelected GRCI President
and CEO Gary Denman to the board and elected Freeman to his first term. With the
two new members, the board now stands at 10 seats.
New board member Neal Freeman, 59, is chairman and CEO of The Blackwell Corp., a
television production and distribution company located in Vienna, Va. He also
has served as director of COMSAT Corp. since 1983 and is vice chairman of The
Ethics and Public Policy Center and a director of National Review Inc. and Forum
Network Inc.
The board's other new member, Richard Perle, 57, has been a resident fellow of
the American Enterprise Institute's Commission on Future Defenses since 1987.
From 1981 until 1987, he was assistant secretary of Defense for International
Security Policy of the U.S. Department of Defense. He is currently chairman of
Hollinger Digital Inc. and a director of Hollinger International Inc., Jerusalem
Post, Geobiotics, American Interactive Media Inc., AppNet Systems Inc. and
Morgan Crucible PLC.
In addition to the board elections, GRCI shareholders voted to ratify the
selection of Deloitte & Touche as the company's independent public accountants
and voted in favor of a non-binding shareholder proposal to terminate the
company's Shareholder Rights Plan. GRCI agreed not to extend the Shareholder
Rights Plan when it expires on August 31, 2000, as a condition of the settlement
of the suits.
The company also agreed to pay the plaintiff's attorney's fees and expenses in
an amount awarded by the court, but not to exceed $330,000. This payment will
bring the total expenses incurred by the company during the second quarter for
the proxy contest and for the litigation to approximately $1 million. Final
settlement of the suits requires the approval of the Delaware court.
GRC International Inc., headquartered in Vienna, Va., is a leading provider of
professional services focusing on information technology, management consulting,
and engineering services for a national clientele in the government and
commercial sectors. GRCI is a publicly traded company listed on the New York
Stock Exchange under the symbol GRH. Additional details about GRC International
can be obtained on the Internet at http://www.grci.com/.
Inquiries: James Allen, CFO, (703) 506-5574, or Wayne Jackson, Director,
Corporate Communications, (703) 506-5038.
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