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.
1996 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 1,000,000 $34.319 $34,318,750 $11,834.05
(par value $.01)
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, based
on the average of the high and low prices reported on the Nasdaq National Market
on April 15, 1996.
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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, 1995, filed March 12, 1996.
(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, 1995.
(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-3 (File No. 333-01513)
filed under the Securities Act of 1933 on or about March 19, 1996.
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.
Certain legal matters with respect to the validity of the issuance of
the Common Stock registered hereby will be passed upon for the Registrant by
John F. McCabe, Esq. Mr. McCabe serves as Corporate Vice President and
General Counsel to the Registrant and, as of the date hereof, beneficially
owns shares of Common Stock with a fair market value in excess of $50,000.
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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 defence 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 April 19, 1996.
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 April 19, 1996
_______________________________ Officer, Director
Philip A. Odeen
/s/ C. Thomas Faulders, III Executive Vice President, April 19, 1996
_______________________________ Treasurer, and Chief
C. Thomas Faulders, III Financial Officer
/s/ Frank C. Carlucci Chairman of the Board of April 19, 1996
_______________________________ Directors
Frank C. Carlucci
/s/ Dr. Jeanette G. Brown Director April 19, 1996
_______________________________
Dr. Jeanette G. Brown
/s/ William E. Conway, Jr. Director April 19, 1996
_______________________________
William E. Conway, Jr.
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Signature Title Date
_________ _____ ____
/S/ Neil Goldschmidt Director April 19, 1996
_______________________________
Neil Goldschmidt
Director April , 1996
_______________________________
Walther Leisler Kiep
/s/ Dr. Hans Mark Director April 19, 1996
_______________________________
Dr. Hans Mark
/s/ Thomas G. Ricks Director April 19, 1996
_______________________________
Thomas G. Ricks
/s/ John M. Slosar Director April 19, 1996
_______________________________
John M. Slosar
Director April , 1996
_______________________________
Helmut Sonnenfeldt
Director April , 1996
_______________________________
Dr. William E. Sweeney, Jr.
/s/ Earle C. Williams Director April 19, 1996
_______________________________
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. 1996 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.
1996 EMPLOYEE STOCK PURCHASE PLAN
Effective as of May 1, 1996
BDM INTERNATIONAL, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the BDM International Inc.
1996 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 Offer Period.
(b) "Beneficiary" means the person designated by an
Eligible Employee, in accordance with Section 12 (e), to make the
elections prescribed in Section 12 (d) in the event of such
Eligible Employee's death.
(c) "Board" means the Board of Directors of 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.
(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 closing price 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) "Offer Period" means the period of six calendar
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.
(m) "Offering Date" means the first day of any Offer
Period for any offering made under the Plan.
(n) "Offering Price" means 85% of the Fair Market
Value of Common Stock on an Offering Date.
(o) "Plan" means the BDM International, Inc. 1996
Employee Stock Purchase Plan, as amended from time to time.
(p) "Plan Administrator" means the person appointed by
the Board to administer the Plan in accordance with Section 3.
(q) "Plan Trustee" means First Chicago Trust Company
of New York or a successor plan trustee selected by the
Committee.
(r) "Purchase Date" means the date on which the Plan
Trustee credits the Eligible Employee's account (customarily the
last business day of each calendar month) for shares purchased
under the Plan.
(s) "Retirement" means retirement under the BDM
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 respect to 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 1,000,000 shares, subject to adjustment
pursuant to Section 18. No more than 500,000 shares of Common
Stock may be purchased in any 12-month period. The maximum
number of shares of Common Stock which may be purchased by any
Eligible Employee during any Offer Period pursuant to options
granted under the Plan is 1,000 shares. 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 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 (or any other employee stock purchase plan within the
meaning of Section 423 of the Code) which would permit him or her
to purchase shares of Common Stock which exceeds $25,000 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; provided, however, that such changes shall satisfy
the requirements of 423(b)(8) of the Code.
(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) Subject to the limitations contained in Sections
4 and 6, 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 each payroll
period, which amounts when multiplied by the number of payroll
periods in a calendar year shall not exceed $12,000. Cash
payments in lieu of or in addition to payroll deductions are not
permitted under the Plan. The minimum payroll deduction shall be
$20 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 12 respectively, or the
Plan is terminated.
(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; provided, however, that such changes
shall satisfy the requirements of 423(b)(8) of the Code.
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 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 Calendar Year 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 or
distributed pursuant to Section 10, 12 or 20, whichever is
applicable.
(b) If, with respect to any offering made under the
Plan, Eligible Employees participating in the offering would
otherwise become eligible 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 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; provided, however, that any shares withdrawn have been held in
his or her account for a period of at least 90 days from the date
of purchase. This holding period requirement shall not apply to
withdrawals made by an Eligible Employee whose employment
terminates because of death, Disability or Retirement, or whose
employment is involuntarily terminated by the Corporation. 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's election to withdraw shares
of Common Stock pursuant to paragraph (a) 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 12 or Section 20.
11. Executive Officers and Directors.
In addition to the other requirements of the Plan, each
Eligible Employee who is an executive officer or director of the
Corporation for purposes of Section 16(b) of the Securities
Exchange Act of 1934, as amended, shall be subject to the
following additional requirements and limitations:
(a) Any such person making withdrawals pursuant to
Section 10 hereof must (i) cease further purchases pursuant to
the Plan for six months from the date of any withdrawal, or (ii)
hold all shares of Common Stock so withdrawn for a period of six
months; provided, however, that extraordinary distributions of
all shares of Common Stock held in the Plan and distributions in
connection with death, Retirement, Disability, termination of
employment or a qualified domestic relations order (as defined in
the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules and regulations thereunder) shall not be
subject to the foregoing requirement.
(b) Any such person ceasing participation in the Plan
may not resume participation in the Plan for a period of six
months.
(c) Any such person acquiring shares of Common Stock
must hold all, and may not dispose of any, shares of Common Stock
acquired for a period of at least six months.
12. 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 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.
(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
Trustee shall distribute certificates for the shares in
accordance with subdivision (i) 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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 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.
18. 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.
19. 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.
20. 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 April 30, 2001. 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.: (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.
21. 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. 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 day of May,
1996.
(SEAL)
Attest: BDM INTERNATIONAL, INC.
John F. McCabe Philip A. Odeen
Secretary President and
Chief Executive Officer
BDM INTERNATIONAL, INC.
1501 BDM WAY
McLEAN, VA 22102-3204
(703) 848-5000
Direct Dial Number:
(703) 848-5224
BDM/MCL-JFM-01164-95
April 19, 1996
BDM International, Inc.
1501 BDM Way
McLean, Virginia 22102-3204
Re: BDM International, Inc.
1996 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 1,000,000 shares of the Company's
Common Stock, $0.01 par value per share (the "Common Stock"),
issuable pursuant to the Company's 1996 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
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BDM International, Inc.
BDM/MCL-JFM-01164-95
April 19, 1996
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
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