SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
BDM International, Inc.
(Exact name of issuer as specified in its charter)
Delaware 54-1561881
(State of Incorporation) (I.R.S. Employer Identification No.)
1501 BDM Way 22102-3204
McLean, Virginia (Zip Code)
(Address of Principal Executive Offices)
__________________
BDM INTERNATIONAL, INC
1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
__________________
John F. McCabe, Esq.
Corporate Vice President and General Counsel
BDM International, Inc.
1501 BDM Way
McLean, Virginia 22102-3204
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (703) 848-5224
_______________
CALCULATION OF REGISTRATION FEE
_______________________________
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate
Title of Securities to be Price Offering Amount of
to be Registered Registered Per Share (1) Price Registration Fee
___________________ __________ _____________ _________ ________________
Common Stock
(par value $.01) 360,000 $17.25 $6,210,000 $2,141.38
__________________
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (j) on the basis of the highest price at which
securities were sold for which an offer of rescission is made hereby.
<PAGE>
This registration statement on Form S-8 is filed (i) to
increase the number of shares of common stock, par value $.01 per
share, offered pursuant to the Registrant's 1993 Employee Stock
Purchase Plan (the "Plan") from 100,000 shares to 360,000 shares
and (ii) to offer to participants in the Plan the right to rescind
certain purchases previously made.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in
documents sent or given to participants in the Plan pursuant to
Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in paragraphs (a) through (c) below
are incorporated by reference in this registration statement:
(a) Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed
March 31, 1995.
(b) All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year ended
December 31, 1994.
(c) The description of Registrant's Common Stock
contained under the caption "Description of
Capital Stock" in Amendment No. 1 to the
Registration Statement on Form S-1 (File No.
33-77096) filed under the Securities Act of 1933
on or about May 12, 1995.
In addition, all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation incorporated under that
statute to indemnify its directors, officers, employees, and
agents and its former directors, officers, employees, and agents
and those who serve in such capacities with another enterprise at
its request against expenses, as well as judgments, fines, and
settlements in nonderivative lawsuits, actually and reasonably
incurred by them in connection with the defense of any action,
suit, or proceeding in which they or any of them were or are made
parties or are threatened to be made parties by reason of their
serving or having served in such capacity. The power to
indemnify shall only exist where such officer, director,
employee, or agent has acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best
interest of the corporation and, in the case of a criminal
action, where such person had no reasonable cause to believe his
or her conduct was unlawful. However, in an action or suit by or
in the right of the corporation, unless a court shall determine
to the contrary, where such a person has been adjudged liable to
the corporation, the corporation shall have no power of
indemnification. Indemnification is mandatory to the extent a
claim, issue, or matter has been successfully defended.
Indemnification is not deemed exclusive of any other rights to
which those indemnified may be entitled, under any by-law,
agreement, vote of shareholders, or otherwise. A Delaware
corporation also has the power to purchase and maintain insurance
on behalf of the persons it has the power to indemnify, whether
or not indemnification against such liability would be allowed
under the statute. The foregoing statements are subject to the
detailed provisions of Section 145 of the General Corporation Law
of the State of Delaware.
Generally, under the By-laws and Certificate of
Incorporation of the Registrant, indemnification of directors and
officers is mandatory to the full extent permitted by law.
The Registrant has provided liability insurance coverage
for each director and officer with respect to certain losses
arising from claims or charges made against them while acting in
their capacities of directors or officers of the Registrant.<PAGE>
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibit Index on page E-1 is hereby incorporated by
reference.
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; and
(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 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.<PAGE>
(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 any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 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
Securities Act of 1933 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 payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defence 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 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>
<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 McLean, and Commonwealth of Virginia,
on May 31, 1995.
BDM INTERNATIONAL, INC.
(Registrant)
By: Philip A. Odeen
_________________________
Philip A. Odeen
President
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below by the
following persons, or by his or her duly authorized
attorney-in-fact, in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
/s/ Philip A. Odeen President and Chief Executive May 31, 1995
_______________________________ Officer, Director (principal
Philip A. Odeen executive officer)
/s/ C. Thomas Faulders, III Executive Vice President, May 31, 1995
_______________________________ Treasurer and Chief Financial
C. Thomas Faulders, III Officer (principal financial
and accounting officer)
/s/ Frank C. Carlucci Chairman of the Board of June 2, 1995
_______________________________ Directors
Frank C. Carlucci
/s/ William E. Conway, Jr. Vice Chairman and Director June 2, 1995
_______________________________
William E. Conway, Jr.
/s/ Dr.Jeanette Grasselli Brown Director June 1, 1995
_______________________________
Dr. Jeanette Grasselli Brown
/s/ James A.D. Geier Director June 2, 1995
_______________________________
James A.D. Geier
Director June , 1995
_______________________________
Neil Goldschmidt
<PAGE>
Signature Title Date
_________ _____ ____
Director June , 1995
_______________________________
Walter Leisler Kiep
/s/ Dr. Hans Mark Director June 1, 1995
_______________________________
Dr. Hans Mark
/s/ Thomas G. Ricks Director June 5, 1995
_______________________________
Thomas G. Ricks
Director June , 1995
_______________________________
John M. Slosar
/s/ Helmut Sonnenfeldt Director June 1, 1995
_______________________________
Helmut Sonnenfeldt
Director June , 1995
_______________________________
Dr. William E. Sweeney, Jr.
/s/ Earle C. Williams Director June 2, 1995
_______________________________
Earle C. Williams
<PAGE>
<PAGE>
EXHIBIT INDEX
Page No. in Sequential
Exhibit No. Description Numbering System
___________ ___________ ______________________
4.1 Amended and Restated Certificate
of Incorporation of the
Registrant (incorporated by
reference to Exhibit 3.1 to
Registrant's Registration
Statement on Form S-1 filed
March 30, 1994 (No. 33-77096)
4.2 Amended and Restated By-laws of
the Registrant (incorporated by
reference to Exhibit 3.2 to
Registrant's Registration
Statement on Form S-1 filed
March 30, 1994 (No. 33-77096)
4.3 BDM International,Inc. Employee
Stock Purchase Plan
5.1 Opinion of John F. McCabe, Esq.
Corporate Vice President and
General Counsel
24.1 Consent of John F. McCabe, Esq.
(included in Exhibit 5.1)
E-1
BDM INTERNATIONAL, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
1. Creation and Purpose
a. BDM International, Inc. (the "Company"), hereby creates
this employee stock purchase plan (the "Plan") and reserves
360,000 shares of its Common Stock, par value $.01 per share
("Common Stock"), for issuance pursuant to the Plan on the terms
and conditions set forth herein.
b. The purpose of the Plan is to provide employees of the
Company and its subsidiaries, upon whom the Company depends for
the successful conduct of its business, with the opportunity to
obtain a proprietary interest in the Company as an incentive for
them to continue and increase their efforts as employees. The
Plan will allow employees to purchase shares of the Company's
Common Stock by means of payroll deductions, but will not impose
an obligation on any employee to participate in the Plan.
2. Administration
a. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company, or any
successor committee appointed by the Board of Directors and
consisting of not less than three members of the Board of
Directors of the Company (the "Administrator"). The Board of
Directors may from time to time appoint members of the
Compensation Committee in substitution for the members previously
appointed and may fill vacancies, however caused, in the
Compensation Committee. Any action by the Compensation Committee
with respect to the administration of the Plan shall be taken by
majority vote or written consent of its members.
b. Subject to the terms and conditions of the Plan, the
Compensation Committee shall have the authority: (i) to construe
and interpret the Plan; (ii) to define the terms used herein;
(iii) to prescribe, amend, and rescind rules and regulations
relating to the Plan; and (iv) to make all determinations
necessary or advisable for the administration of the Plan. All
determinations and interpretations made by the Compensation
Committee shall be binding and conclusive on all participants and
their legal representatives.<PAGE>
<PAGE>
3. Eligibility; Participation
a. The Company and each of its subsidiaries shall
participate in the Plan. Employees selected by each subsidiary
shall be eligible to participate in the Plan. Participants must
also have reached the age of majority in their home states.
b. An employee may participate in the Plan by authorizing,
in such manner as prescribed by the Administrator, contributions
to the Plan through payroll deductions. A participant may
authorize payroll deductions in any whole dollar amount not less
than $20 per month nor more than $450 per month. Any participant
may change the amount of authorized deduction no more frequently
than once in each calendar month. No cash contributions shall be
permitted.
4. Purchase Price
The purchase price of the Common Stock covered by the Plan
shall be the fair market value of the Common Stock on the date of
purchase, but in no event shall the purchase price be less than
the par value of the Common Stock. For the purpose of the Plan,
the term "fair market value" shall be defined as the average of
the highest and lowest selling prices of Common Stock per share
as reported on a national securities exchange on which the shares
of the Common Stock are traded on such date or, if there were no
sales of shares of Common Stock on that date, then on the next
preceding date on which there were sales, or, if shares of Common
Stock are not listed on a national securities exchange on such
date but are authorized for quotation in the National Market, the
average of the highest and lowest selling prices of Common Stock
per share as reported on the NASDAQ National Market on such date
or, if there were no sales of shares of Common Stock on that
date, then on the next preceding date on which there were sales,
or if shares of Common Stock are not authorized for quotation on
the NASDAQ National Market on such date, the average of the
highest and lowest selling prices of Common Stock per share as
reported on the over the counter market or, if there were no
sales of shares of Common Stock on that date, then on the next
preceding date on which there were sales, or, if the Common Stock
is not listed on a national securities exchange, quoted on the
NASDAQ National Market or quoted in the over the counter market,
the fair market value of a share of the Common Stock on such date
shall be the latest valuation of the Company's Common Stock
performed by Valuation Research Corporation or such other
independent valuation service employed by the Company or as
determined in good faith by or under the direction of the Board
of Directors of the Company.<PAGE>
<PAGE>
5. Purchase of Common Stock
a. Promptly after the end of each month, the Company shall
provide such records and information as are necessary to permit
the Trustee to determine the amount of each participant's payroll
deduction, and to determine and maintain records of the number of
shares of the Company's Common Stock to the account of each
each participant.
b. Upon receipt of the necessary information each month, the
Trustee shall credit each participant's account with the cash
amount of the participant's payroll deduction for each month and
shall then purchase for each participant the maximum number of
whole and fractional shares of the Company's Common Stock
purchasable with the cash held in such account.
6. Distributions
Certificates for shares of the Company's Common Stock
standing to a participant's account shall be distributed to the
participant upon receipt from the participant of a written
request for a distribution in such form as the Administrator
shall prescribe. Distribution of all whole shares and the cash
value of any fractional share, shall also be made upon
termination of a participant's employment with the Company or its
subsidiaries or upon termination of the Plan.
7. Suspension of Purchases
Contributions by participants will be suspended if at any
time the Administrator determines that the number of shares of
the Company's Common Stock available for purchase pursuant to the
Plan is not sufficient to cover the purchase requirement for a
full month's contributions by all participants in the Plan.
Unless otherwise instructed by participants, payroll deductions
and purchases pursuant to the Plan will be resumed when
additional shares of the Company's Common Stock have become
available and are allocated to the Plan.
8. Fees and Expenses
The Company will pay all fees and expenses incurred in
connection with the administration of the Plan.<PAGE>
<PAGE>
9. Trustee; Additional Duties
a. The Trustee for the Plan shall be Wachovia Bank of North
Carolina, N.A., but the Administrator shall have the authority to
change the Trustee at any time without prior notice to the
the participants.
b. The Trustee shall perform the following duties:
(i) create and maintain for each participant a record
of the number of shares of the Company's Common Stock
held for the account of the participant;
(ii) prepare and transmit to each participant each
month a statement of the number of shares of the
Company's Common Stock held in the participant's account;
(iii) upon receipt of written instructions from a
participant, vote the shares of the Common Stock standing
to the participant's account as instructed;
(iv) upon receipt of a written request from a
participant, deliver to the participant a certificate for
the number of whole shares of the Company's Common Stock
held in the participant's account and the cash value of
any fractional share;
(v) upon notification by the Administrator that a
participant's employment with the Company or its
subsidiaries has been terminated, deliver to the
participant a certificate for the number of whole shares
of the Company's Common Stock held in the participant's
account and the cash value of any fractional share;
(vi) upon notification by the Administrator that the
Plan has been terminated, deliver to each participant a
certificate for the number of whole shares of the
Company's Common Stock held in the participant's account
and the cash value of any fractional share; and
(vii) such other duties necessary for the administration
of the Plan as the Administrator may designate.<PAGE>
<PAGE>
10. Amendment and Termination
The Board of Directors of the Company may at any time
suspend or terminate the Plan. The Board of Directors may also
at any time amend or revise the terms of the Plan, but no
amendment or revision may result in the purchase price of the
shares of Common Stock covered by the Plan to be in excess of the
fair market value or in any fees or expenses of the Plan being
charged to participants.
11. Adoption and Effectiveness
The Plan has been adopted by resolution of the Board of
Directors on December 9, 1992, as amended on June 5, 1995 and
shall be effective as of March 23, 1993.
IN WITNESS WHEREOF, the Company has caused the Plan as
amended to be duly executed by its officers as of the 5th day of
June, 1995.
(SEAL)
Attest: BDM INTERNATIONAL, INC.
/s/ John F. McCabe /s/ Philip A. Odeen
__________________ ___________________
John F. McCabe Philip A. Odeen
Secretary President and Chief
Executive Officer
<PAGE>
June 5, 1995
BDM International, Inc.
1501 BDM Way
McLean, Virginia 22102-3204
Re: BDM International, Inc.
1993 Employee Stock Purchase Plan
_________________________________
Dear Sirs:
I am Corporate Vice President and General Counsel of BDM
International, Inc., a Delaware corporation (the "Company"), and
have advised you in connection with certain matters associated with
the Company's Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, for the registration of an
aggregate of 360,000 shares of the Company's common stock, $0.01
par value per share (the "Common Stock"), issuable pursuant to the
Company's 1993 Employee Stock Purchase Plan (the "Plan"). The
Common Stock represents authorized and unissued shares and/or
treasury shares of the Company's Common Stock.
I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have deemed
necessary or appropriate for purposes of this opinion.
On the basis of the foregoing, I am of the opinion that:
(i) the Company has taken all necessary corporate action
to authorize the issuance of the Common Stock; and
(ii) the shares of Common Stock to be issued under the
Plan are validly authorized and when issued,
delivered and paid for in accordance with the terms
of the Plan, the shares of Common Stock so issuable
will be validly issued, fully paid and
non-assessable.
No opinion is expressed herein as to the laws of any
jurisdiction other than the federal laws of the United States of
America and, to the extent required by the foregoing opinion, the
General Corporation Law of the State of Delaware.
<PAGE>
<PAGE>
June 5, 1995
Page 2
The foregoing opinion is delivered to you in connection
with the Registration Statement, and may not be relied upon by
any other person or for any other purpose.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ John F. McCabe
__________________
John F. McCabe
<PAGE>
