INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant X
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Information Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY AS PERMITTED BY RULE 14c-5(d)(2)
/X/ Definitive Information Statement
</TABLE>
BDM INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as specified in Charter)
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ $125 per Exchange Act Rules 0-11(c) (1) (ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount of which the filing fee is calculated
and state how it was determined):
----------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and date of its
filing.
1) Amount Previously Paid:
----------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------------------------
4) Date Filed:
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</TABLE>
<PAGE>
BDM
BDM INTERNATIONAL, INC.
1501 BDM WAY
McLEAN, VA 22102-3204
(703) 848-5000
June 28, 1995
Dear Shareholder:
On behalf of the Board of Directors and management of BDM International,
Inc., I am pleased to inform you that shareholders holding a majority of the
Company's outstanding Common Stock have taken action adopting the 1995 Employee
Stock Purchase Plan ("Plan"), such action to be effective 20 days following the
mailing of this Information Statement. The purpose of the Plan is to provide an
incentive for employees to remain in the employ of the Company and to devote
their best efforts to its success by affording employees an opportunity to
acquire the Company's Common Stock in a convenient and advantageous manner and
to maintain a continuing interest in the Company.
The Plan is described more fully in this Information Statement, but briefly,
the Plan permits the granting of rights to eligible employees to purchase a
maximum of 750,000 shares of Common Stock. The purchase price will be equal to
the lower of 85% of the fair market value of the Common Stock on the offering
date or 85% of the fair market value of the Common Stock at the end of each
month during the purchase period. The purchase price will be paid through
payroll deduction.
BDM is pleased to offer this new plan, and believes that employee ownership
of the Company is in both the employees' and shareholders' interest.
Sincerely,
PHILIP A. ODEEN
President
<PAGE>
BDM INTERNATIONAL, INC.
1501 BDM WAY
MCLEAN, VIRGINIA 22102
June 28, 1995
INFORMATION STATEMENT
This Information Statement is furnished in connection with the adoption by
the Board of Directors of BDM International, Inc. (the "Company") of the 1995
Employee Stock Purchase Plan. The 1994 Annual Report to Shareholders, including
financial statements for the year, was mailed to shareholders on or about April
24, 1995.
VOTING SECURITIES
Shareholders of record at the close of business on June 14, 1995, are
entitled to notice of action taken by written consent of shareholders holding a
majority of the outstanding stock, adopting the 1995 Plan, such action to be
effective 20 days following the mailing of this information statement. The
voting securities of the Company consist of its Common Stock (which has a par
value of $.01 per share), of which 9,200,129 shares were outstanding on June 14,
1995.
VOTE REQUIRED FOR APPROVAL
Shareholders of record at the close of business on June 14, 1995, are
entitled to express consent in accordance with Delaware Corporation Law. For
your information, shareholders comprising holders of a majority of the
outstanding Common Stock have signed and delivered consents to the adoption of
the 1995 Plan. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
1995 EMPLOYEE STOCK PURCHASE PLAN
The Company intends to adopt, subject to obtaining all necessary approvals,
the 1995 Employee Stock Purchase Plan (the "1995 Plan"). The purpose of the Plan
is to provide an incentive for employees to remain in the employ of the Company
and to devote their best efforts to its success by affording such employees an
opportunity to acquire the Company's Common Stock in a convenient and
advantageous manner and to maintain a continuing interest in the Company.
The 1995 Plan permits the granting of rights to purchase a maximum of
750,000 shares of Common Stock, subject to adjustments. The 1995 Plan authorizes
the Company and such of its subsidiaries as the Board of Directors may designate
to offer employees the right to purchase, through payroll deductions, shares of
Common Stock in monthly intervals at a purchase price equal to the lower of 85%
of the fair market value of the Common Stock on the offering date or 85% of the
fair market value of the Common Stock at the end of each month during the
purchase period. 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.
The offer period shall be a period of twelve months from the effective date
of the 1995 Plan. All employees of BDM International, Inc. and its domestic
subsidiaries, approximately 4,300 people, are eligible to participate. Employees
may participate in the 1995 Plan by authorizing the Company to make payroll
deductions in any whole dollar amount not less than $20 per month nor more than
$1,250 per month. An employee may not purchase in any calendar year shares of
Common Stock which exceed
<PAGE>
$15,000 of fair market value of such stock (determined at the time the employee
elects to participate). Shares will be held in separate accounts for the benefit
of participants.
The Plan will be administered by the Vice President, Human Resources of the
Company. A participant will not have any rights as a shareholder until the
shares purchased have been registered on the Company's transfer books. An
employee's rights under the Plan are not transferable. The Board of Directors
may terminate the Plan at any time, and in any case, the Plan shall terminate no
later than June 30, 2000.
The Plan shall become effective upon approval by the Executive Committee of
the Board of Directors and the approval of the 1995 Plan by a majority of the
outstanding shares of Common Stock. The 1995 Plan was approved by the Executive
Committee of the Board on June 14, 1995. In addition, written consents to the
approval and adoption of the 1995 Plan, effective 20 days from the date this
Information Statement is first mailed to holders of Common Stock, have been
received by the Company from the holders of a majority of the shares of Common
Stock outstanding on the record date. Accordingly, adoption of the 1995 Plan,
effective upon such twentieth day, has been assured.
STOCKHOLDERS AGREEMENT
A Stockholders Agreement is currently in effect among members of an investor
group and certain members of the Company's senior management. Upon consummation
of the initial public offering presently contemplated by the Company, the
Stockholders Agreement will terminate.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth beneficial ownership of the Company's Common
Stock at May 31, 1995 by (i) each stockholder known by the Company to be the
beneficial owner of more than five percent of Common Stock, (ii) each Director
of the Company, (iii) each named executive officer of the Company and (iv) all
executive officers and Directors of the Company as a group. Unless otherwise
indicated, all shares are owned directly and the indicated owner has sole voting
and dispositive power
2
<PAGE>
with respect thereto. Unless otherwise indicated, the address of each person is
the Company's principal executive office.
<TABLE><CAPTION>
SHARES OF
COMMON STOCK
OWNED PRIOR TO PERCENTAGE OF
OFFERINGS(1) COMMON STOCK
DIRECTORS, OFFICERS AND -------------------------- OWNED FOLLOWING
FIVE PERCENT STOCKHOLDERS NUMBER PERCENTAGE(2) OFFERINGS(1)(2)
- ------------------------------------------------------ --------- ------------- ---------------
<S> <C> <C> <C>
The Carlyle Group L.P.(3)............................. 5,750,000 63.3% 49.7%
The Board of Regents of the University of Texas
System(4)........................................... 1,000,000 10.9 8.6
c/o The University of Texas System
210 West 6th Street
Austin, TX 78701
Dr. William E. Sweeney, Jr.(5)........................ 174,002 1.9 1.5
Philip A. Odeen(6).................................... 144,215 1.6 1.2
Earle C. Williams..................................... 100,000 1.1 *
William E. Conway, Jr................................. 61,715 * *
John A. Corsiglia(7).................................. 40,001 * *
Frank C. Carlucci(8).................................. 36,049 * *
Roy V. Woodle(9)...................................... 20,144 * *
James A. D. Geier..................................... 9,882 * *
Neil Goldschmidt...................................... 5,318 * *
John M. Slosar(10).................................... 4,374 * *
C. Thomas Faulders, III............................... 3,750 * *
Helmut Sonnenfeldt.................................... 2,000 * *
Dr. Hans Mark......................................... 1,623 * *
Dr. Jeanette Grasselli Brown.......................... 277 * *
Walther Leisler Kiep.................................. 0 * *
Thomas G. Ricks....................................... 0 * *
All Directors and Executive Officers as a group (total
16 persons)......................................... 603,350 6.6 5.2
</TABLE>
- ------------
* Less than 1% of the outstanding Common Stock.
(1) Pursuant to the regulations of the Securities and Exchange Commission
(SEC), shares are deemed to be "beneficially owned" by a person if such
person directly or indirectly has or shares the power to vote or dispose of
such shares whether or not such person has any pecuniary interest in such
shares or the right to acquire the power to vote or dispose of such shares
within 60 days, including any right to acquire through the exercise of any
option, warrant or right.
(2) Percentages are calculated based on the number of shares of Common Stock
outstanding as of May 31, 1995 and options exercisable within 60 days of
such date and do not include 400,000 shares of Class B Common Stock
outstanding as of such date.
(3) Includes 4,875,000 shares of Common Stock held by The Carlyle Partners
Leveraged Capital Fund I, L.P. (The Carlyle Fund), 750,000 shares of Common
Stock held by BDM Acquisition Partners II, L.P. (BDM Acquisition II) and
125,000 shares of Common Stock held by BDM Acquisition Partners, L.P. (BDM
Partners). Carlyle is the sole General Partner of The Carlyle Fund, BDM
Acquisition II and BDM Partners. TWC Corporation is the sole General
Partner of Carlyle. Frank C. Carlucci is Chairman and a Managing Director
and William E. Conway, Jr. is a Managing Director of Carlyle.
(4) Includes 218,750 shares held by The Permanent University Fund of the State
of Texas; 31,250 shares held by The Board of Regents of The University of
Texas System, as trustee of The University of Texas System Common Trust
Fund and 750,000 shares held by BDM Acquisition II, a Delaware limited
partnership, the sole limited partner of which is The Permanent University
Fund of the State of Texas and The Board of Regents of the University of
Texas System, as trustee of The University of Texas System Common Trust
Fund.
(Footnotes continued on following page)
3
<PAGE>
(Footnotes continued from preceding page)
(5) Includes 156,000 shares held by the William E. Sweeney, Jr. & Elizabeth W.
Sweeney Revocable Trust, of which Dr. Sweeney and his wife are the sole
trustees. Also includes options to purchase 18,002 shares of Common Stock
granted under the 1990 Plan.
(6) Includes 5,000 shares held by The Philip and Marjorie Odeen Charitable
Remainder Unitrust, of which Mr. Odeen is the sole trustee. Also includes
options to purchase 25,784 shares of Common Stock granted under the 1990
Plan which are currently exercisable.
(7) Includes options to purchase 10,001 shares of Common Stock granted under
the 1990 Plan which are currently exercisable.
(8) Voting power for 36,049 of these shares is shared with Mr. Carlucci's wife.
(9) Includes options to purchase 14,667 shares of Common Stock granted under
the 1990 Plan which are currently exercisable.
(10) Voting power for 4,374 of these shares is shared with Mr. Slosar's wife.
By virtue of their ownership of securities of the Company, The Carlyle Fund,
BDM Acquisition II and BDM Partners, three limited partnerships controlled by
Carlyle had in the aggregate 63.3% of the Company's voting power as of the
record date. Upon completion of the contemplated initial public offering, such
persons will have, in the aggregate, approximately 50% of the Company's voting
power. Consequently, such persons may be considered in control of the Company.
Such persons will, in most circumstances, subject to Delaware law, be able to
control the approval of mergers, sales of assets, a dissolution and liquidation
of the Company and other similar corporate transactions on terms acceptable to
them.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table contains information on compensation for the years ended
December 31, 1994, 1993, and 1992 paid to the Chief Executive Officer and the
four most highly compensated executive officers of the Company, other than the
Chief Executive Officer, whose aggregate cash compensation exceeded $100,000
during such years (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE><CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION ----------------------
-------------------------------------------- RESTRICTED
NAME AND OTHER ANNUAL STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) COMPENSATION(3) AWARDS(4) OPTIONS(5) COMPENSATION(6)
- ------------------------------- ---- -------- -------- --------------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Philip A. Odeen(1)............. 1994 $400,000 $175,000 $ -0- $ -0- 10,000 $66,033
President and Chief Executive 1993 400,000 175,000 -0- -0- 10,000 65,972
Officer 1992 263,636 200,000 -0- 524,000 25,000 6,498
John A. Corsiglia(1)........... 1994 300,019 30,000 -0- -0- 10,000 7,106
President, BDM Technologies 1993 230,784 75,000 87,543 131,000 10,000 4,719
1992 N/A N/A N/A N/A N/A N/A
Dr. William E. Sweeney......... 1994 241,258 145,000 116,551 -0- 10,000 7,040
General Manager, IABG 1993 215,747 125,000 46,084 -0- 5,000 6,999
1992 177,152 125,000 31,991 -0- -0- 6,955
Roy V. Woodle(1)............... 1994 250,000 106,000 -0- -0- 5,000 60,834
President and Chief Executive 1993 212,083 111,253 -0- -0- 12,000 68,657
Officer, Vinnell 1992 N/A N/A N/A N/A N/A N/A
Michael J. Mruz(1)............. 1994 143,662 -0- -0- -0- 10,000 5,027
Former Executive Vice 1993 211,506 125,000 -0- -0- 5,000 6,999
President; Chief Financial and 1992 177,151 125,000 -0- -0- -0- 6,955
Administrative Officer
</TABLE>
(Footnotes on following page)
4
<PAGE>
(Footnotes for preceding page)
- ------------
(1) Mr. Odeen joined the Company in May 1992. The bonus award shown for Mr.
Odeen in 1992 includes a $75,000 bonus paid in connection with his
employment with the Company, effective May 1, 1992. Mr. Woodle became an
executive officer of the Company upon his promotion to President of Vinnell
in June 1993. Mr. Corsiglia joined BDM Technologies in February 1993. Mr.
Mruz resigned from the Company in August 1994.
(2) Bonus awards are reflected in the year to which they are attributable and
not the year in which they are actually paid. The Company awarded cash
bonuses and incentive compensation in the form of cash or shares of Common
Stock to certain employees under a Cash and Stock Incentive Compensation
Plan which was discontinued in 1992. In 1993, the Company adopted the 1993
Executive Incentive Program (the "Executive Incentive Program"). Individual
bonuses under the Executive Incentive Program are determined based on an
assessment of the performance of the individual and the Company, with
ultimate approval residing with the President, except for Mr. Odeen's bonus
which is determined by the Compensation Committee.
(3) Fringe benefit amounts are omitted to the extent the aggregate value of such
benefits is less than 10% of salary and bonus, or $50,000. The amount shown
for Mr. Corsiglia reflects primarily reimbursement of relocation expenses.
The amounts shown for Dr. Sweeney reflects reimbursement of relocation
expenses, and for 1994, also reflects a cost of living allowance, quarters
allowance, and exchange rate fluctuation allowance associated with his
overseas assignment.
(4) Restricted stock awards were issued pursuant to the MIS Program under which
certain members of management were granted options to purchase Common Stock
at an exercise price of $.01 per share. These options vest over a period
greater than three years. The options are subject to forfeiture in the event
certain tenure and, in part, certain Company performance criteria are not
met. The amounts shown represent the full dollar value of the shares of
Common Stock based on an appraised value on the date of grant, less the $.01
per share exercise price, regardless of whether the shares were actually
purchased. At December 31, 1994, Messrs. Odeen and Corsiglia, Dr. Sweeney
and Mr. Woodle held 100,000, 25,000, 87,500, and 5,000 shares of restricted
Common Stock, respectively, worth $1,399,000, $349,750, $1,224,125, and
$69,950, respectively. The value of the Common Stock ownership at year-end
is based on a value per share determined by the Board of Directors, less the
$.01 per share exercise price paid by the named executive officer upon
purchase thereof.
(5) The options listed for Mr. Odeen represent shares of Common Stock issuable
upon exercise of options granted under the 1990 Plan, of which 8,334 shares,
3,334 shares, 8,333 shares and 5,783 shares vested in December 1993, March
1994, December 1994 and March 1995, respectively. An additional 8,333
shares, 7,533 shares and 3,350 shares will vest in December 1995, March 1996
and March 1997. The options listed for Mr. Corsiglia represent shares of
Common Stock issuable upon exercise of options granted under the 1990 Plan,
of which 3,334 shares, 3,333 shares and 3,334 shares vested in February
1994, February 1995 and March 1995, respectively, and an additional 3,333
shares will vest in each of February 1996, March 1996 and March 1997. The
options for Dr. Sweeney represent shares of Common Stock issuable upon
exercise of options granted under the 1990 Plan, of which 5,667 shares,
1,667 shares, 5,667 shares and 5,001 shares vested in December 1993, March
1994, December 1994 and March 1995, respectively, and an additional 5,666
shares, 4,999 shares and 3,333 shares will vest December 1995, March 1996
and March 1997, respectively. 2,500 shares, 5,667 shares and 1,666 shares
will vest in November 1995, March 1996 and March 1997, respectively.
(6) Amounts shown for 1994 include the dollar value of the life insurance
premiums paid on behalf of Messrs. Odeen and Corsiglia, Dr. Sweeney and
Messrs. Woodle and Mruz for the last fiscal year,
which amounts are $6,500, $5,980, $5,500, $4,128 and $3,667, respectively.
Amounts shown for 1994 also include $2,310, $1,126, $1,540, $1,164 and
$1,360 of employer matched salary deferral contributions to the 401(k) Plus
Plan for Messrs. Odeen and Corsiglia, Dr. Sweeney and Messrs. Woodle and
Mruz, respectively. The amount shown for 1994 for Mr. Woodle includes a
contribution of $11,542 on his behalf to the Vinnell Corporation Retirement
Plan (the "Vinnell Plan"), a defined contribution money purchase plan. The
amounts shown for 1994 for Messrs. Odeen and
(Footnotes on following page)
5
<PAGE>
(Footnotes for preceding page)
Woodle also include a contribution of $57,223 and $44,000, respectively, to
a defined contribution supplemental executive retirement plan ("SERP") on
their behalf.
The following table sets forth information regarding grants of stock options
by the Company during the fiscal year ended December 31, 1994 to the Named
Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE><CAPTION>
POTENTIAL
REALIZED
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------
NAME GRANTED(1) FISCAL YEAR ($/SH) DATE 5% 10%
- --------------------------------------- ---------- ------------ ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Philip A. Odeen........................ 10,000 2% $ 12.00 3/7/04 $32,591 $51,916
John A. Corsiglia...................... 10,000 2 $ 12.00 3/7/04 32,591 51,916
Dr. William E. Sweeney................. 10,000 2 $ 12.00 3/7/04 32,591 51,916
Roy V. Woodle.......................... 5,000 1 $ 12.00 3/7/04 16,295 25,958
Michael J. Mruz........................ 10,000 2 $ 12.00 3/7/04 32,591 51,916
</TABLE>
- ------------
(1) All of the above options granted in 1994 were granted under the 1990 Plan.
All of these options vest and become exercisable at the rate of 33 1/3% per
year over the course of 3 years from the date of grant.
In March 1995, the Company granted options to purchase an aggregate of
30,000 shares of Common Stock to the Named Executive Officers.
The following table provides information regarding the exercise of options
during the fiscal year ended December 31, 1994 by the Named Executive Officers:
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
<TABLE><CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END AT FY-END
ACQUIRED IN VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(3) UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
- ------------------------------- ----------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Philip A. Odeen................ -- (1) $ -- 24,999 20,001 $ 132,910 $ 165,840
John A. Corsiglia.............. -- (1) -- 16,666 3,334 78,327 29,173
Dr. William E. Sweeney......... -- (1) -- 18,999 13,001 89,575 109,175
-- (2) -- 12,500 -- 174,875 --
----------- ----------- ------------- ----------- ------------- -----------
31,499 13,001 264,450 109,175
Roy V. Woodle.................. -- (1) -- 15,500 9,000 79,875 67,750
2,500(2) 34,975 2,500 -- 34,975 --
----------- ----------- ------------- ----------- ------------- -----------
2,500 34,975 18,000 9,000 114,850 67,750
Michael J. Mruz................ 14,001(1) 117,925 -- -- -- --
</TABLE>
- ------------
(1) Option activity and/or status of options granted under the 1990 Plan.
(2) Option activity and/or status of options granted under the MIS Program.
(3) Because there has been no established public trading market for the Common
Stock, the Common Stock has been valued annually by an independent
consulting firm based on a number of factors including, among others, (i)
the nature of the business and history of the Company, the character and
form of the Company's business and the nature of growth opportunities, (ii)
the economic outlook in general and the condition and outlook for the
specific industry in which the Company
(Footnotes continued on following page)
6
<PAGE>
(Footnotes continued from preceding page)
competes, (iii) the trend of earnings and cash flow, as recognized and
adjusted by the Company, and future prospects for earnings and cash flow
growth, (iv) the financial history of the Company as reflected in the
balance sheets and operating statements over recent years, (v) the market
history of securities and other companies in the same or similar industry,
with attention given to various financial ratios of such companies and (vi)
sales of the Company's stock. The values disclosed in this table are
reflective of this valuation and a determination as to the value of the
Common Stock by the Board of Directors. The Company expects a public trading
market for its Common Stock to commence upon the completion of a public
offering in late June or early July, 1995.
EMPLOYMENT AGREEMENTS
Philip A. Odeen became President and Chief Executive Officer of the Company
on May 1, 1992. Pursuant to a letter agreement, dated March 4, 1992, Mr. Odeen
is paid a base salary of $400,000. Should Mr. Odeen's employment with the
Company be terminated prior to December 31, 1995, he will receive a separation
allowance of 24 months' salary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For fiscal years 1991 through 1994, the Compensation Committee of the Board
of Directors made all determinations with respect to executive officer
compensation. Messrs. Carlucci, Conway and Slosar, each a Director of the
Company, served as members of the Compensation Committee in 1994. The Company is
not aware of any Compensation Committee interlocks.
Messrs. Carlucci and Conway are Chairman and Vice Chairman of the Company,
respectively, stockholders of the Company, and Managing Directors of Carlyle.
Mr. Conway owns more than 10% of the capital stock of the general partner of
Carlyle. Carlyle is the general partner of The Carlyle Fund, BDM Partners and
BDM Acquisition II, stockholders of the Company.
The Company has retained Carlyle to provide certain financial and
investor-relations services, to assist management in evaluating corporate
acquisition opportunities and financial strategies and to provide other similar
services. In consideration of such services, the Company will pay Carlyle an
annual fee of $500,000 plus expenses, a portion of which is offset by the amount
which ordinarily would be payable to Mr. Conway for services rendered in his
capacity as Director of the Company. In addition, although no definitive
agreement has been executed, it is currently anticipated that Carlyle will serve
as a financial advisor to the Company in connection with any acquisition,
corporate reorganization, financing, stock offering or similar transaction by
the Company, and will receive fees commensurate with its services in connection
with any such transaction. The Company paid Carlyle approximately $505,000,
$535,000 and $512,000 for the provision of these services for the years ended
December 31, 1994, 1993, and 1992, respectively. In addition, in connection with
the acquisition of Vinnell in 1992, Carlyle received from the Company an
investment banking/advisory fee of $250,000, plus expenses.
RETIREMENT PLAN
The BDM Retirement Plan (the "Retirement Plan") is a defined benefit plan
funded entirely by the Company. The retirement benefit formula, coupled with
expected benefits from Social Security, is designed to provide a defined level
of income during retirement. All employees of BDM Federal, Inc. and BDM
Technologies, Inc. who complete a specified number of hours of employment in a
plan year are eligible to participate in the Retirement Plan. Under the
Retirement Plan, the normal retirement age is 60. Employees are eligible for
early retirement at age 55, if they have completed 24 months of active, regular,
full-time employment. Participants in the Retirement Plan are generally entitled
upon retirement to a benefit equal to the sum of (a) for each year of benefit
accrual service for plan years after December 25, 1989, 1.4% of annual
compensation up to the 35-year average of the social security-covered
compensation (rounded to the nearest $600) plus 1.82% of annual compensation in
excess of the
7
<PAGE>
35-year average of the social security-covered compensation (rounded to the
nearest $600), and (b) 1.33% of average annual compensation up to the 35-year
average of the social security-covered compensation for 1989, plus 2% of the
average annual compensation in excess of the 35-year average of the social
security-covered compensation for 1989 multiplied by the number of years of
benefit accrual service for plan years prior to December 26, 1989. The maximum
number of years of benefit accrual service allowed in making the calculation is
20.
The Company intends to supplement the benefit payments to Messrs. Odeen and
Woodle under the Company's retirement plans through a defined contribution
Supplemental Executive Retirement Plan ("SERP"). An annual contribution will be
credited to accounts established in the Company for Messrs. Odeen and Woodle in
the amounts of $57,223 and $44,000, respectively, which are expected to provide
an actuarially determined benefit when Messrs. Odeen and Woodle reach the age of
65, that, when combined with the benefits from the Company's retirement plans,
will equal $90,000.
The Company intends to supplement the benefit payment to Dr. Sweeney and Mr.
Corsiglia under the Retirement Plan through a defined benefit SERP to the extent
necessary to ensure that such individuals who retire on or after their normal
retirement age with 20 or more years of benefit service receive a stated target
retirement benefit of 45% of average compensation for the five highest
consecutive years of such individuals' employment.
The years of benefit accrual service under the Retirement Plan and the
estimated maximum anticipated annual benefits at normal retirement date for the
Named Executive Officers participating in the Retirement Plan, as of December
31, 1994, are presented in the table below. The estimated maximum anticipated
annual benefits at normal retirement date for each of such officers who are
participants in the SERP as of December 31, 1994 are also presented. In
calculating benefits at retirement, annual earnings have been estimated based on
no escalation of current plan year earnings. Benefit payments may be subject to
a legislated ceiling at the time of retirement.
<TABLE><CAPTION>
ESTIMATED ANNUAL
BENEFIT UNDER THE ESTIMATED ANNUAL
CURRENT YEARS OF BDM RETIREMENT PLAN BENEFIT UNDER
CURRENT BENEFIT ACCRUAL AT NORMAL THE
NAME AGE(1) SERVICE RETIREMENT(3) SERP(3)
- ----------------------------------- ------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Philip A. Odeen.................... 59 3 $27,700 $ 62,300
John A. Corsiglia.................. 45 2 43,158 60,846
Dr. William E. Sweeney............. 56 18 60,295 94,045
Roy F. Woodle(2)................... 59 -- -- 47,464
Michael J. Mruz.................... 49 20 51,463 --
</TABLE>
- ------------
(1) As of December 31, 1994.
(2) Mr. Woodle does not participate in the Retirement Plan.
(3) Benefits for Messrs. Odeen and Woodle are calculated based on retirement at
age 65. Benefits for Mr. Corsiglia, Dr. Sweeney, and Mr. Mruz are calculated
based on retirement at age 60.
DIRECTORS COMPENSATION
Messrs. Carlucci and Conway and each director who was not an officer of the
Company or any of its subsidiaries was paid a director's fee at an annual rate
of $24,000, plus $1,000 per day or any portion of a day for attendance at
meetings of the Board of Directors and any committees of the Board of Directors,
and $250 per hour (travel time excluded) for consulting services outside of such
meetings and for visits to the Company's offices or other locations on behalf of
the Company for any special purpose, at the request of the President of the
Company. Directors are reimbursed for out-of-pocket expenses incurred to attend
such meetings and to make such visits In 1994, Mr. Goldschmidt received
consulting fees in the amount of $50,000 for services performed in connection
with marketing BDM's services and Mr. Slosar received consulting fees of $2,000
in connection with services performed in connection with human resources
initiatives.
8
BDM INTERNATIONAL, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
BDM INTERNATIONAL, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
Effective as of June 28, 1995
<PAGE>
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.
2
<PAGE>
(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.
3
<PAGE>
(n) "Plan" means the BDM International, Inc. 1995
Employee Stock Purchase Plan, as amended from time to time.
(o) "Plan Administrator" means the person appointed by
the Board to administer the Plan in accordance with Section 3.
(p) "Plan Trustee" means First Chicago Trust Company
of New York or a successor plan trustee selected by the Committee.
(q) "Purchase Date" means the date on which the Plan
Trustee 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
4
<PAGE>
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
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
5
<PAGE>
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
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.
6
<PAGE>
(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
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.
7
<PAGE>
(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.
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
8
<PAGE>
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 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
9
<PAGE>
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
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 Trustee, shall be paid in cash.
(b) An Eligible Employee may at any time direct the
Plan Trustee 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
10
<PAGE>
thereafter, the Plan Trustee 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 Trustee 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.
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
11
<PAGE>
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
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 Trustee,
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)
12
<PAGE>
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 Trustee 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 elections 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.
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
13
<PAGE>
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
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
14
<PAGE>
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.
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
15
<PAGE>
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.: (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.
(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
16
<PAGE>
Delaware Corporate Law, and if not approved by the shareholders shall be of no
force and effect. No offering to purchase shares of Common Stock shall be made
under the Plan unless and until such shareholder approval shall have been
obtained.
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.
_______________________ _______________________
John F. McCabe Philip A. Odeen
Secretary President and
Chief Executive Officer
17
