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.
1995 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
Amount Maximum Aggregate Amount of
Title of Securities to be Offering Offering Registration
to be Registered Registered Price Per Share(1) Price Fee
___________________ __________ __________________ __________ ____________
Common Stock 750,000 $15.725 $11,793,750 $4,066.81
(par value $.01)
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
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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.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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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.
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
are being made, a post-effective amendment to this
registration statement:
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(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.
(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 defense of any action, suit or proceeding)
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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.
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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, Commonwealth of Virginia,
on June 29, 1995.
BDM International, Inc.
(Registrant)
/s/ Philip A. Odeen
By _______________________________
Name: Philip A. Odeen
Title: President and Chief
Executive Officer
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 June 29, 1995
_______________________________ Officer, Director
Philip A. Odeen (principal executive officer)
/s/ C. Thomas Faulders, III Executive Vice President, June 29, 1995
_______________________________ Treasurer, and Chief
C. Thomas Faulders, III Financial Officer
(principal financial and
accounting officer)
/s/ Frank C. Carlucci Chairman of the Board of July 5, 1995
_______________________________ Directors
Frank C. Carlucci
/s/ Dr. Jeanette G. Brown Director July 3, 1995
_______________________________
Dr. Jeanette G. Brown
/s/ William E. Conway, Jr. Director July 3, 1995
_______________________________
William E. Conway, Jr.
Director July , 1995
_______________________________
James A. D. Geier
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Signature Title Date
_________ _____ ____
Director July , 1995
_______________________________
Neil Goldschmidt
Director July , 1995
_______________________________
Walther Leisler Kiep
Director July , 1995
_______________________________
Dr. Hans Mark
Director July , 1995
_______________________________
Thomas G. Ricks
Director July , 1995
_______________________________
John M. Slosar
/s/ Helmut Sonnenfeldt Director July 3, 1995
_______________________________
Helmut Sonnenfeldt
/s/ Dr. William E. Sweeney, Jr. Director July 5, 1995
_______________________________
Dr. William E. Sweeney, Jr.
/s/ Earle C. Williams Director July 3, 1995
_______________________________
Earle C. Williams
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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. 1995 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)
<PAGE>
BDM INTERNATIONAL, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
Effective as of June 28, 1995
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BDM INTERNATIONAL, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the BDM International Inc. 1995
________
Employee Stock Purchase Plan (Plan) is to provide an incentive for Eligible
Employees to remain in the employ of the Corporation and to devote their best
efforts to its success by affording such employees an opportunity to acquire
the Corporation's Common Stock in a convenient and advantageous manner and to
maintain a proprietary interest in the Company.
2. Definitions. Whenever used in the Plan:
____________
(a) "Alternative Offering Price" means 85 percent of the Fair
Market Value of Common Stock on the last day of each month of the Purchase
Period.
(b) "Beneficiary" means the person designated by an Eligible
Employee, in accordance with Section 11 (e), to make the elections prescribed
in Section 11 (d) in the event of such Eligible Employee's death.
(c) "Board" means the Board of Directors in BDM International,
Inc. or an authorized Committee of the Board.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Committee on Employee Benefits of
the Corporation.
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(f) "Common Stock" means the common stock, par value $.01
per share, of BDM International, Inc.
(g) "Compensation" means the regular, base salary received by
an Eligible Employee from the Corporation.
(h) "Corporation" means BDM International, Inc. and such of
its Subsidiaries existing as of the effective date of the adoption of the
Plan, or thereafter acquired, as may be designated from time to time by the
Board.
(i) "Disability" means total disability as defined in the
long term disability plan of the Corporation.
(j) "Eligible Employee" means any employee of BDM
International, Inc., and such additional Subsidiary or Subsidiaries as shall
be determined by the Board to participate in the Plan.
(k) "Fair Market Value" means the average of the highest and
lowest selling prices of Common Stock as reported by a national securities
exchange on which the shares of the Common Stock are traded on such date,
including the Nasdaq National Market, or, if there were no sales of Common
Stock on that date, then on the next preceding date on which there were sales.
(l) "Offering Date" means the day designated by the Board for
any offering made under the Plan.
(m) "Offering Price" means 85% of the Fair Market Value of
Common Stock on an Offering Date.
(n) "Plan" means the BDM International, Inc. 1995 Employee
Stock Purchase Plan, as amended from time to time.
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(o) "Plan Administrator" means the person appointed by the
Board to administer the Plan in accordance with Section 3.
(p) "Plan Custodian" means First Chicago Trust Company of
New York or a successor Plan Custodian selected by the Committee.
(q) "Purchase Date" means the date on which the Plan
Custodian credits the Eligible Employee's account (customarily the last day of
each calendar month) for shares purchased under the Plan.
(r) "Offer Period" mean the period of 12 months for each
offering made under the Plan during which payroll deductions shall be made
from the Compensation of Eligible Employees granted an option under the
offering.
(s) "Retirement" means retirement under the BDM International,
Inc. Retirement Plan or any pension plan of a Subsidiary.
(t) "Subsidiary" means a subsidiary corporation of BDM
International, Inc. as defined in Section 424 (f) of the Code.
3. Administration.
_______________
(a) The Board shall appoint the Vice President, Human
Resources of the Corporation to serve as Plan Administrator. Except where the
Plan specifically reserves the determination of matters to the Board or the
Committee, the Plan shall be administered by the Plan Administrator. In
addition to his or her duties with respect to the Plan stated elsewhere in the
Plan, the Plan Administrator shall have full authority, consistently with the
Plan, to interpret the Plan, to promulgate such rules and regulations with
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respect the Plan as he or she deems desirable and to make all other
determinations necessary or desirable for the administration of the Plan.
Except as provided in paragraph (b), all decisions, determinations and
interpretations of the Plan Administrator shall be binding upon all persons
participating in the Plan.
(b) If a claim for benefits under the Plan is wholly or
partially denied by the Plan Administrator the claimant may request the
Committee to review the denial of his or her claim. The Committee shall
make a decision and furnish such decision to the claimant and the Plan
Administrator within a reasonable period of time after the request for review
is made. All decisions of the Committee shall be final and binding upon all
persons participating in the Plan.
(c) It is intended that the Plan shall constitute an
"employee stock purchase plan" within the meaning of Section 423 of the Code.
The Plan Administrator shall administer the Plan in such a manner as to carry
out this intention.
4. Shares Subject to the Plan. The aggregate number of shares
___________________________
of Common Stock which may be purchased pursuant to options granted under the
Plan is 750,000 shares, subject to adjustment pursuant to Section 17. All
options granted pursuant to the Plan shall be subject to the same rights and
privileges. The shares of Common Stock delivered by the Corporation pursuant
to the Plan may be previously issued shares reacquired by the Corporation or
authorized but unissued shares. If any option expires or terminates for any
reason without having been exercised in full, the shares covered by the
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unexercised portion of such option shall again be available for options within
the limit specified above.
5. Offerings. Subject to the provisions of the Plan, the Board
__________
shall from time to time in its discretion make offerings to Eligible Employees
to purchase Common Stock under the Plan. The terms and conditions for each
such offering shall specify the Offering Date, the Offering Price, the Offer
Period and the number of shares of Common Stock that may be purchased under
the offering.
6. Number of Shares Employee May Purchase.
_______________________________________
(a) Pursuant to any offering made under the Plan, and subject
to the provisions of the Plan, no Eligible Employee may be granted an option
to purchase shares of Common Stock under the Plan which would permit him or
her to purchase shares of Common Stock which exceeds $15,000 of fair market
value of such stock (determined at the time such option was granted) for each
calendar year for which such option was outstanding. The Board may change
from time to time the total dollar limit of shares that may be purchased by
an Eligible Employee for each calendar year for which such option was
outstanding.
(b) No Eligible Employee may be granted an option to purchase
shares of Common Stock under the Plan if such Eligible Employee, immediately
after the option is granted, would own stock possessing five (5) percent or
more of the total combined voting power or value of all classes of stock of
the Corporation or its Subsidiaries. For purposes of determining stock
ownership under this paragraph, the rules of Section 424 (d) of the Code shall
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apply and stock which the eligible Employee may purchase under outstanding
stock options shall be treated as stock owned by such Eligible Employee.
7. Method of Participation.
________________________
(a) The Plan Administrator shall give notice to Eligible
Employees of each offering of options to purchase shares of Common Stock
pursuant to the Plan and the terms and conditions for each offering.
(b) Each Eligible Employee who desires to accept all or any
part of the option to purchase shares of Common Stock under an offering shall
signify his or her election to do so by authorizing the Corporation, in the
form and manner prescribed by the Plan Administrator, to make payroll
deductions in any whole dollar amount not less than $20 per month nor more
than $1,250 per month. Such election and authorization shall continue in
effect unless and until such Eligible Employee changes his or her payroll
deductions or terminates his or her employment with the Corporation, as
provided in Section 8 and 11 respectively.
(c) The Board may change from time to time the minimum and
maximum dollar limits of payroll deductions set forth in Section 7(b) of the
Plan.
8. Payroll Deductions.
___________________
(a) The dollar amount of Compensation elected by each
Eligible Employee for the purchase of shares of Common Stock covered by the
option granted to such Eligible Employee in any offering shall be deducted
during the Offer Period specified in the offering through regular payroll
deductions, and shall be credited to an account maintained in his or her name.
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The dollar amount of Compensation so deducted may be increased or decreased by
the Eligible Employee at any time during the Offer Period subject to the
limitations set forth in Section 7(b) of the Plan, and changes shall be
effective as soon as administratively practical.
(b) At any time during the Offer Period for any offering, an
Eligible Employee granted an option to purchase shares of Common Stock under
such offering may direct the Corporation to suspend further payroll deductions
with respect to such option, in which case all payroll deductions with
respect to such option shall cease. In that event, any amounts already
credited to his or her account during the month in which such suspension
occurs shall be retained by the Corporation until the end of such month, at
which time such amounts shall be used to purchase shares under the option in
accordance with Section 9. An Eligible Employee who has suspended further
payroll deductions may direct the Corporation to reinstate deductions at any
time during the Offer Period. An Eligible Employee's election to suspend
payroll deductions, or to reinstate deductions, shall be made by the filing
of a notice with the Plan Administrator in the form and manner and within the
time period prescribed by the Plan Administrator, and such changes shall be
effective as soon as administratively practical.
9. Exercise of Options and Purchase of Shares.
___________________________________________
(a) Unless an Eligible Employee granted an option under any
offering has subsequently suspended payroll deductions pursuant to Section 8,
such option shall be deemed to have been exercised as of the last day of each
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month in the Offer Period for such offering and shall become on each such date
an irrevocable obligation to purchase Common Stock in accordance with the
provisions of the Plan. The number of shares of Common Stock, including
fractional shares, purchased each month by each such Eligible Employee shall
be determined by dividing (i) the amount (including all payroll deductions and
any dividends paid by the Corporation on shares credited to such Eligible
Employee's account) accumulated in his or her account during such month by
(ii) the lower of the Offering Price or the Alternative Offering Price, but
in no event shall the aggregate number of shares purchased in all months in
any Offer Period exceed the maximum number of shares such Eligible Employee
was entitled to purchase pursuant to the limitations provided in Section 6.
The shares of Common Stock purchased by each such Eligible Employee pursuant
to this Section 9 shall be credited to such Eligible Employee's account, and
shall be held in such account until withdrawn, distributed or sold pursuant
to Section 10, 11 or 19, whichever is applicable.
(b) If, with respect to any offering made under the Plan,
Eligible Employees participating in the offering become entitled at the end of
any month during the Offer Period for such offering to purchase more than the
aggregate number of shares of Common Stock specified by the Board for that
offering, the Plan Administrator shall adjust the aggregate number of shares
purchased by Eligible Employees participating in the offering on a pro rata
basis so as not to exceed such specified number of shares, and any amounts
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remaining in the accounts of Eligible Employees shall be refunded in cash as
soon as practicable thereafter.
10. Withdrawal and Sale of Shares.
______________________________
(a) An Eligible Employee may at any time elect to withdraw
part or all of the shares of Common Stock, except fractional shares, held in
his or her account pursuant to Section 9. As soon as practicable thereafter,
a certificate for the number of whole shares which such Eligible Employee has
elected to withdraw shall be issued to him or her. No certificate for
fractional shares shall be issued and the value of any such fractional shares,
as determined by the Plan Custodian, shall be paid in cash.
(b) An Eligible Employee may at any time direct the Plan
Custodian to sell part or all of the shares of Common Stock, including
fractional shares, held in his or her account pursuant to Section 9. As soon
as practicable thereafter, the Plan Custodian shall sell the number of shares
which such Eligible Employee has directed be sold, and shall distribute the
proceeds of such sale, net of any fees charged under paragraph (c), to him or
her in cash.
(c) An Eligible Employee's election to withdraw or sell
shares of Common Stock pursuant to paragraphs (a) and (b), respectively, shall
be made by the filing of a notice with the Plan Administrator in the form and
manner prescribed by the Plan Administrator. The Plan Custodian may charge a
reasonable fee for each transaction pursuant to this section, Section 11 or
Section 19, including a reasonable brokerage fee for each share sold in any
such transaction.
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11. Rights Upon Death or Other Termination of Employment.
_____________________________________________________
(a) If the employment of an Eligible Employee granted an
option to purchase shares of Common Stock under any offering terminates during
the Offer Period for such offering because of death, Disability or Retirement,
the Eligible Employee or, if applicable, such Eligible Employee's Beneficiary
or the executor or administrator of such Eligible Employee's estate, may elect
to (i) cancel the option, in which event the Corporation shall distribute the
balance in such Eligible Employee's account as soon as practicable thereafter,
or (ii) exercise the monthly installment of the option for the month during
which such termination of employment occurs, in which event any amounts
already credited to such Eligible Employee's account during such month shall
be retained by the Corporation until the end of such month, at which time such
amounts shall be used to purchase shares under the option in accordance with
Section 9, and as soon as practicable thereafter the Corporation shall
distribute the balance of such account.
(b) If the employment of an Eligible Employee granted an
option under any offering terminates for any reason other than death,
Disability or Retirement, the Corporation shall distribute such Eligible
Employee's account as soon as practicable thereafter.
(c) If shares of Common Stock represent any portion of the
balance in an Eligible Employee's account which is required to be distributed
pursuant to paragraph (a) or (b) of this section, the Eligible Employee or,
if applicable, such Eligible Employee's Beneficiary or the executor or
administrator of such Eligible Employee's estate, may (i) elect to receive a
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distribution of such shares, in which event a certificate for such shares
shall be issued, provided that no certificate for fractional shares shall be
issued and the value of any such fractional shares, as determined by the Plan
Custodian, shall be distributed in cash, or (ii) direct the Corporation to
sell such shares, including fractional shares, in which event the Corporation
shall sell such shares and distribute the proceeds of such sale in cash, net
of any fees charged in Section 10 (c).
(d) An election pursuant to paragraph (a) or (b) of this
section shall be made by the filing of a notice with the Plan Administrator
in the form and manner and within the time period prescribed by the Plan
Administrator. If no such notice is filed within the time period prescribed
by the Plan Administrator, (i) in the case of the election provided in
paragraph (a), the Corporation shall treat the option as canceled in
accordance with subdivision (i) of that paragraph, and (ii) in the case of
the election provided in paragraph (c), the Plan Custodian shall distribute
certificates for the shares in accordance with subdivision (ii) of that
paragraph.
(e) Each Eligible Employee may designate a Beneficiary, in
the form and manner prescribed by the Plan Administrator, to make the election
as prescribed in paragraph (d) of the section in the event of such Eligible
Employee's death. Such Beneficiary designation may be changed by the Eligible
Employee at any time. If there is no valid Beneficiary designation at the
time of the Eligible Employee's death (because the designated Beneficiary
predeceased the Eligible Employee or for any other reason), the election shall
be made by the executor or administrator of the eligible Employee's estate.
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12. Shareholder Rights. An eligible Employee granted an option
___________________
to purchase shares of Common Stock under the Plan shall not be entitled to
any rights as a shareholder with respect to any shares covered by such option
until such shares shall have been registered on the transfer books of BDM
International, Inc. in the name of such person.
13. Rights Not Transferable. An Eligible Employee's rights
________________________
under the Plan are exercisable, during his or her lifetime, only by such
employee and may not be sold, pledged, assigned or transferred in any manner
other than by will or the laws of descent and distribution. Any attempt to
sell, pledge, assign or transfer such rights shall be void and shall
automatically cause the option held by the Eligible Employee to be terminated.
In such event, any cash remaining in the account of such Eligible Employee
shall be refunded to him or her.
14. Notice of Premature Disposition. If within two years after
________________________________
the date of grant of an option to an Eligible Employee under the Plan or
within one year after the transfer of shares of Common Stock to such eligible
Employee on any exercise of the option, the Eligible Employee makes a
disposition (as defined in Section 424 (c) of the Code) of shares of such
Common Stock, such Eligible Employee shall notify the Plan Administrator
within 10 days after such disposition.
15. Use of Proceeds. The proceeds received by the Corporation
________________
from the sale by it of shares of Common Stock to persons exercising options
pursuant to the Plan will be used for the general purposes of the Corporation.
16. Laws, Regulations and Listings. All rights granted or to be
_______________________________
granted to Eligible Employees under the Plan are expressly subject to all
applicable laws and regulations and to the approval of all governmental
authorities required in connection with the authorization, issuance, sale or
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transfer of the shares of Common Stock reserved for the Plan including without
limitation, there being a current registration statement covering the offer
of shares of Common Stock purchasable under options on the last day of each
month during the Offer Period applicable to such options. If a registration
statement shall not then be effective, the term of such options and the Offer
Period shall be extended until the first business day after the effective date
of such registration statement, or post-effective amendment thereto, but in
no event later than 27 months after the date such options were granted. In
addition, all rights are subject to the due listing of such shares of Common
Stock on any stock exchanges where the Common Stock is listed.
17. Adjustment Upon Changes in Capitalization. If there is a
__________________________________________
change in the number or kind of outstanding shares of Common Stock of BDM
International, Inc. by reason of a stock dividend, stock split up,
recapitalization, merger, consolidation, combination or other similar event,
appropriate adjustments shall be made by the Board to the number and kind of
shares subject to the Plan, the number and kind of shares under options then
outstanding, the maximum number of shares available for options, the Offering
Price and Alternative Offering Price, and other relevant provisions, to the
extent that the Board, in its sole discretion, determines that such change
makes such adjustments necessary or equitable.
18. No Employment Rights. Nothing in the Plan shall confer upon
_____________________
any employee of the Corporation any right to continued employment, or
interfere with the right of the Corporation to terminate his or her employment
at any time.
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<PAGE>
19. Termination; Amendments.
________________________
(a) The Board may at any time terminate the Plan. Unless the
Plan shall previously have been terminated by the Board, it shall terminate
on June 30, 2000. No option may be granted after such termination. Upon
termination of the Plan, shares of Common Stock held in the accounts of
Eligible Employees shall be issued to them, and cash, if any, remaining in
such accounts shall be refunded to them, unless such shares and cash are
transferred to a successor plan, if any, at the election of the Eligible
Employee.
(b) The Board may at any time or times amend the Plan or
amend any outstanding option or options for the purpose of satisfying the
requirements of any changes in applicable laws or regulations or for any
other purpose which at the time may be permitted by law.
(c) Except as provided in Section 17, no such amendment of
the Plan shall, without the approval of the shareholders of BDM International
Inc. (which shall not occur more frequently than once every six months):
(i) increase the maximum number of shares which may be purchased pursuant
to options granted under the Plan; (ii) reduce the price at which shares of
Common Stock subject to options granted under the Plan may be purchased;
(iii) change the definition of Subsidiaries eligible to participate in the
Plan; (iv) change the class of persons eligible to participate in the Plan;
or (v) materially increase the benefits accruing to participants in the Plan.
15PAGE
<PAGE>
(d) No termination or amendment of the Plan shall, without
the consent of an Eligible Employee, adversely affect the Eligible Employee's
rights under any option previously granted under the Plan.
20. Effective Date. The Plan shall become effective upon approval by
_______________
the Board; provided, however, that the Plan shall be submitted to the
shareholders of BDM International, Inc. for approval in accordance with
Delaware Corporate Law, and if not approved by the shareholders shall be of
no force and effect.
IN WITNESS WHEREOF, the Corporation has caused the Plan to be duly
executed by its officers as of the 28th 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
16<PAGE>
BDM INTERNATIONAL, INC.
1501 BDM WAY
McLEAN, VA 22102-3204
(703) 848-5000
Direct Dial Number:
(703) 848-5224
BDM/MCL-JFM-01164-95
June 30, 1995
BDM International, Inc.
1501 BDM Way
McLean, Virginia 22102-3204
Re: BDM International, Inc.
1995 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 750,000 shares of the Company's
Common Stock, $0.01 par value per share (the "Common Stock"),
issuable pursuant to the Company's 1995 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;
(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 nonassessable.
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>
BDM International, Inc.
BDM/MCL-JFM-01164-95
June 30, 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.
Sincerely,
/s/ John F. McCabe
John F. McCabe
Corporate Vice President
and General Counsel
JFM/scl
<PAGE>
