As filed with the Securities and Exchange Commission on April 3, 1997
File No. 333-
================================================================================
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.)
McLean, Virginia 22102-3204
(Address of Principal Executive Offices) (Zip Code)
---------------
BDM INTERNATIONAL, INC. 1997 Stock Option Plan
(Full title of the Plan)
---------------
John F. McCabe, Esq.
Corporate Vice President and General Counsel
BDM International, Inc.
1501 BDM Way
McLean, Virginia 22102-3204
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (703) 848-5224
---------------
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate
Title of Securities to be Price Offering Amount of
to be Registered Registered Per Share(1) Price Registration Fee
- ------------------- -------- ------------ -------- ----------------
Common Stock
(par value $.01) 2,500,000 $20.875 $52,187,500 $15,813
- ------------------
(1) Computed pursuant to Rule 457(c) and (h)(1) based on the average of the
high and low prices on April 1, 1997, as reported by Nasdaq.
<PAGE>
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, 1996, filed March 18, 1997.
(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, 1996.
(c) The description of Registrant's common stock contained under the caption
"Description of Capital Stock" in Amendment No. 4 to the registration
statement on Form S-1 (File No. 33-77096) filed under the Securities Act of
1933, as amended (the "Securities Act"), on June 26, 1995.
In addition, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 the Common Stock with a fair market value in excess of $50,000.
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
amounts paid in settlement, 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 being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3, Form S-8 or Form
F~-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the undersigned Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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
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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of McLean, Commonwealth of Virginia, on March 31, 1997.
BDM INTERNATIONAL, INC.
(Registrant)
By: /s/ PHILIP A. ODEEN
--------------------------
Philip A. Odeen
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, or by his
or her duly authorized attorney-in-fact, in the capacities and on the dates
indicated.
Signature Title Date
- --------------------------- ----------------------------- --------------
/s/ PHILIP A. ODEEN
- ---------------------------
Philip A. Odeen President and Chief Executive March 31, 1997
Officer, Director (principal
executive officer)
/s/ C. THOMAS FAULDERS, III
- ---------------------------
C. Thomas Faulders, III Executive Vice President, March 31, 1997
Treasurer and Chief Financial
Officer (principal financial
officer)
/s/ JUDITH N. HUNTZINGER
- ---------------------------
Judith N. Huntzinger Corporate Vice President and March 31, 1997
Controller (principal accounting
officer)
/s/ FRANK C. CARLUCCI
- ---------------------------
Frank C. Carlucci Chairman of the Board of March 31, 1997
Directors
/s/ WILLIAM E. CONWAY, JR.
- ---------------------------
William E. Conway, Jr. Vice Chairman and Director March 31, 1997
/s/ JEANETTE GRASSELLI BROWN
- ----------------------------
Dr. Jeanette Grasselli Brown Director March 31, 1997
/s/ PHILLIP R. COX
- ----------------------------
Phillip R. Cox Director March 31, 1997
/s/ NEIL GOLDSCHMIDT
- ----------------------------
Neil Goldschmidt Director March 31, 1997
- ----------------------------
Walther Leisler Kiep Director March , 1997
/s/ THOMAS G. RICKS
- ----------------------------
Thomas G. Ricks Director March 31, 1997
- ---------------------------
Dr. William E. Sweeney, Jr. Director March , 1997
/s/ EARLE C. WILLIAMS
- ---------------------------
Earle C. Williams Director March 31, 1997
<PAGE>
EXHIBIT INDEX
Page No. in
Sequential
Numbering
Exhibit No. Description 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 Annual Report on Form 10-K filed March 18,
1997 (File No. 000-23966)
4.3 BDM International, Inc. 1997 Stock Option Plan
5.1 Opinion of John F. McCabe, Esq. Corporate Vice
President and General Counsel
23.1 Consent of John F. McCabe, Esq. (included in
Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
BDM INTERNATIONAL, INC.
1997 STOCK OPTION PLAN
1. CREATION AND PURPOSE
a. BDM International, Inc. (the "Company") hereby creates this 1997
Stock Option Plan (the "Plan") and reserves from the authorized but unissued
shares of its Common Stock, par value $.01 per share (the "Common Stock"), a
total of 1,250,000 shares (the number of such shares being subject to adjustment
as provided in Paragraph 11 hereof) for issuance pursuant to the Plan, all on
the terms hereinafter set forth.
b. The purpose of the Plan is to provide to selected officers and
key employees of the Company and its subsidiaries (as that term is defined in
Section 424 of the Internal Revenue Code of 1986, as amended (the "Code")) (the
"Subsidiary Corporations"), upon whose efforts the Company is dependent for the
successful conduct of its business, an opportunity to obtain a proprietary
interest in the Company, to increase such proprietary interest, or to benefit
from the appreciation in the value of the Company's Common Stock, all of which
will serve as an incentive to such employees to continue and increase their
efforts as employees and to remain in the employ of the Company and its
Subsidiary Corporations. The Plan will provide a means whereby (i) employees of
the Company may purchase shares of Common Stock pursuant to options which will
qualify as "incentive stock options" (the "Incentive Options") under Section 422
of the Code or under any applicable successor statute and (ii) subject to the
approval of the Compensation Committee, the issuance of non-qualified stock
options (the "Non-Qualified Options" and, together with the Incentive Options,
the "Options") under which employees may purchase shares of Common Stock.
2. ADMINISTRATION
a. The Plan shall be administered by the Compensation Committee of
the Board of Directors of the Company (or any successor committee appointed by
and consisting of not less than three members of the Board of Directors of the
Company). The Board may from time to time appoint members of the Compensation
Committee in substitution for members previously appointed and may fill
vacancies, however caused, in the Compensation Committee. Any action of the
Compensation Committee with respect to the administration of the Plan shall be
taken by majority vote or written consent of a majority of its members.
b. Subject to the terms and conditions of the Plan, the Compensation
Committee shall have full and complete discretionary authority: (i) to construe
and interpret the Plan; (ii) to define the terms used herein; (iii) to
prescribe, amend, and rescind rules and regulations relating to the Plan; (iv)
subject to the conditions set forth in the Plan, to determine the individuals,
if any, to whom Options shall be granted (the "Optionees"), the time or times at
which Options shall be granted, the period or periods of exercisability of each
Option, the number of shares to be subject to each Option, and the Option price;
and (v) to make all other determinations necessary or advisable for the
administration of the Plan. All determinations and interpretations made by the
Compensation Committee shall be binding and conclusive on all Optionees and
their legal representatives and beneficiaries.
c. In making any determination as to the individuals to whom Options
shall be granted under the Plan and as to the number of shares of Common Stock
to be covered by such Options, the Compensation Committee shall take into
account the duties of the respective individuals, their present and potential
contributions to the success of the Company, and such other factors as the
Compensation Committee shall deem relevant in connection with accomplishing the
purposes of the Plan.
d. Nothing contained in the Plan or in any resolution adopted or to
be adopted by the Board of Directors or the shareholders of the Company, and no
action taken by the Compensation Committee, shall entitle a person to receive or
have a right to receive any Option unless and until the Optionee has executed a
written incentive stock option agreement (the "Incentive Stock Option
Agreement") with respect to Incentive Options or a written non-qualified stock
option agreement (the "Non-Qualified Stock Option Agreement" and, together with
the Incentive Stock Option Agreement, the "Stock Option Agreements") with
respect to Non-Qualified Options.
3. ELIGIBILITY; PARTICIPATION; SPECIAL LIMITATIONS.
a. Officers and key employees of the Company or of any of its
Subsidiary Corporations, including directors who are employees (within the
meaning of Section 422 of the Code), shall be eligible for selection to
participate in the Plan; provided, however, that the Board of Directors of the
Company may determine by resolution, in its discretion, employees or classes of
employees who shall not be eligible to participate in the Plan. Eligibility of
officers to participate in the Plan shall be limited to those officers who are
employees of the Company within the meaning of Section 422 of the Code. No
person who is a member of the Compensation Committee shall be eligible, nor
shall such person have been eligible at any time within one year prior to his
appointment to the Committee, to receive Options under the Plan. An individual
<PAGE>
who has been granted an Option may, if he is otherwise eligible, be granted
additional Options if the Compensation Committee shall so determine.
b. In no event, however, shall an Incentive Option be granted (i) to
the extent that the aggregate fair market value of Common Stock with respect to
which Incentive Options are exercisable for the first time by any individual
during any calendar year (under all incentive stock option plans of the Company
and its affiliates), exceeds $100,000 (determined as of the time such options
are granted); or (ii) to any person who then owns (as that term is defined in
Section 424 of the Code) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any of its Subsidiary
Corporations, unless the option price for such Incentive Option as determined
under Paragraph 4 hereof, is at least 110% of the fair market value of the stock
subject to the Incentive Option as of the date of grant and unless the time
during which such Incentive Option may be exercised does not exceed five years
from the date of the grant thereof.
4. PURCHASE PRICE.
The purchase price of the Common Stock covered by each Option shall be
determined by the Compensation Committee, but, with respect to Incentive
Options, shall not be less than 100% of the fair market value of such Common
Stock on the date the Incentive Option is granted, and in any event not less
than the par value of the Common Stock. For purposes of this Plan the term "fair
market value" shall be defined as the highest closing price of the Common Stock
on any national stock exchange or exchanges on which the Company's stock is
traded on the date the Incentive Option is granted or if no sale of the Common
Stock shall have been made on any exchange on that date, then on the next
preceding day on which there was a sale of such stock. If the "fair market
value" cannot be determined as set forth above, the Compensation Committee shall
determine the "fair market value" pursuant to the provisions set forth in
Section 422 of the Code and the regulations promulgated thereunder.
5. TERM DURING WHICH OPTIONS MAY BE GRANTED.
Except as may otherwise be provided in a Non-Qualified Stock Option
Agreement, no Option may be granted (a) more than ten years after the earlier of
(i) the date the Plan is adopted by the Board of Directors, or (ii) the date the
Plan is approved by the shareholders of the Company, or (b) after the date on
which Options granted to all Optionees shall equal 1,250,000 shares of Common
Stock (the number of such shares being subject to adjustment as provided in
Paragraph 11 hereof). If an Option shall expire or terminate without having been
exercised in full, any shares of Common Stock covered by that Option which are
not purchased may be added to the shares otherwise available for Options to be
granted pursuant to the Plan.
6. EXERCISE OF OPTIONS WHICH HAVE BEEN GRANTED.
a. Options granted pursuant to the Plan may be exercised within the
periods and in the increments determined by the Compensation Committee and as
stated in the Stock Option Agreement; provided, however, that, except as
otherwise provided in a Non-Qualified Stock Option Agreement, no Option shall be
exercisable more than ten years from the date it is granted (or five years in
the case of an Incentive Option granted to a person who then owns stock
constituting more than 10% of the total combined voting power of all classes of
stock of the Company as more fully set forth in Paragraph 3b(ii)). No Options
may be exercised unless and until:
(i) except as otherwise provided in Paragraphs 8 and 9 hereof or
in the Non-Qualified StockOption Agreement, the Optionee has
been continuously employed by the Company or a Subsidiary
Corporation from the date such Options are granted through
the date of exercise;
(ii) the Plan shall have been approved by the shareholders of the
Company on or before February 21, 1998 (which date is twelve
months from the date the Plan was adopted by the Company's
Board of Directors); and
(iii) a Registration Statement in effect under the Securities Act
of 1993, as amended, relating to the shares of Common Stock
issuable upon the exercise of Options contains a Prospectus
which complies with the current information requirement of
Section 10(a)(3) of such Act, or in the alternative, an
opinion of counsel satisfactory to the Company has been
received which states that such registration is not
required.
b. Except as may otherwise be provided in a Non-Qualified Stock
Option Agreement, an Optionee or transferee of an Option may exercise an Option
pursuant to the Plan by delivering to the Company, at its principal office,
addressed to the attention of the controller of the Company, written notice of
such exercise. Such written notice shall:
(i) state the Optionee's election to exercise such Option and
the number of shares of Common Stock being purchased
thereby;
<PAGE>
(ii) be signed by the Optionee or other person or persons
exercising such Option; and
(iii) be accompanied by payment in cash or check or, to the
extent permitted by law, by the surrender of shares of stock
of the Company which are of the same class as the stock to
be purchased, or any combination thereof, provided that the
fair market value of the stock surrendered, together with
the cash or check, shall have an aggregate fair market value
equal to the option price of the stock to be purchased.
c. An Optionee or transferee of an Option shall have no rights as a
shareholder of the Company with respect to any shares covered by his Option
until the date of the issuance of a stock certificate, if any, to him for shares
of Common Stock. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities, or other property), or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Paragraph 11 hereof.
7. CHANGE OF POSITION; DISCLAIMER OF RIGHTS.
Except as otherwise provided in a Non-Qualified Stock Option
Agreement, any change of an Optionee's duties or positions with the Company or
any of its Subsidiary Corporations shall not affect his right to exercise
Options granted pursuant to the Plan; provided, however, that no provision in
the Plan or any Option shall be construed to confer upon the Optionee any right
to be employed by the Company or any Subsidiary Corporation, or to interfere in
any way with the right and authority of the Company or any Subsidiary
Corporation either to increase or decrease the compensation of the Optionee, at
any time, or to terminate any relationship or employment between the Optionee
and the Company or any Subsidiary Corporation.
8. TERMINATION OF OPTIONEE'S EMPLOYMENT.
Except as otherwise provided in a Non-Qualified Stock Option
Agreement, if an Optionee ceases to be employed by the Company or a Subsidiary
Corporation for whatever reason, then subject to the provisions of Paragraph 9
hereof, the Optionee shall be entitled to exercise any Option, to the extent his
right to exercise such Option had accrued at the date of termination of
employment and had not previously been exercised (i) for a period of ninety (90)
days after he ceases to be employed by the Company or a Subsidiary Corporation
in the event of his involuntary termination other than for cause or (ii) for a
period of thirty (30) days after he ceases to be employed by the Company or a
Subsidiary Corporation in the event of his voluntary resignation (but in no
event shall such Option be exercisable beyond the period specified in Paragraph
6a hereof). Except as otherwise provided in a Non-Qualified Stock Option
Agreement, in the event that the Optionee terminates employment on or after age
fifty-five (55) other than for cause, the Optionee shall have the option to
convert his Options to Non-Qualified Stock Options to the extent his right to
exercise such Option had accrued at the date of termination of employment and
had not previously been exercised, on the same terms and conditions, provided,
however, the Options shall be exercisable at any time during the remaining term
of the Option (but in no event shall such Option be exercisable beyond the
period specified in Paragraph 6a hereof).
9. TOTAL DISABILITY OR DEATH.
a. Except as otherwise provided in the last sentence of Paragraph 8
of this Plan or in a Non-Qualified Stock Option Agreement, if the Optionee
terminates employment with the Company or a Subsidiary Corporation as the
result, in the sole judgment of the Compensation Committee, of his becoming
totally disabled, the Optionee shall be entitled to exercise any Option to the
extent his right to exercise such Option had accrued at the date of termination
of employment and had not previously been exercised, for a period of six months
after such termination (but in no event shall such Option be exercisable beyond
the period specified in Paragraph 6a hereof).
b. Except as otherwise provided in a Non-Qualified Stock Option
Agreement, if the Optionee should die either (i) while employed by the Company
or any of its Subsidiary Corporations; or (ii) within ninety (90) days following
the termination of such employment (six months if termination of employment is
governed by Paragraph 9a), then the person or persons to whom the Optionee's
rights under the Option shall pass by will or by the laws of descent and
distribution shall be entitled to exercise the Option to the extent his right to
exercise such Option had accrued at the date of termination of employment and
had not previously been exercised, for a period of six months from the date of
such death (but in no event shall such Option be exercisable beyond the period
specified in Paragraph 6a hereof).
10. NON-TRANSFERABILITY OF OPTIONS.
An Option granted pursuant to the Plan shall not be transferable by
the Optionee, either voluntarily or by operation of law, other than by will or
the laws of descent and distribution, and, in all events, shall be exercisable
during his lifetime only by the Optionee, and after his death, only by the
person or persons to whom the rights under such Options pass by will or by the
laws of descent and distribution as provided in Paragraph 9, all in accordance
with the provisions of the Plan.
<PAGE>
11. STOCK ADJUSTMENTS.
a. If as a result of any reclassification, stock dividend, stock
split, or reverse stock split to holders of record on or after the effective
date of the Plan, the outstanding shares of the Common Stock are increased,
decreased, changed into, or exchanged for a different number or kind of shares,
or securities of the Company, then:
(i) The total number of shares which may be purchased upon
exercise of Options granted under the Plan shall be
correspondingly adjusted by the Company and there shall be a
corresponding proportionate adjustment of the purchase price
per share of shares subject to Options so that in the
aggregate the purchase price shall be the same as the
aggregate purchase price of the shares subject to Options
immediately prior to any such reclassification, stock
dividend, stock split, or reverse stock split; and
(ii) The number and class of shares available under the Plan in
the aggregate shall be correspondingly adjusted by the
Company.
b. Upon a reorganization, merger, or consolidation of the Company with
one or more corporations as a result of which the Company is the surviving
corporation, any Option granted pursuant to the Plan shall apply to the
securities to which a holder of shares of Common Stock would have been entitled,
with appropriate adjustments as to the number of shares and prices.
c. Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all the property or more than eighty percent
(80%) of the then outstanding stock of the Company to another corporation (each
such event a "Corporate Transaction"), then the exercisability of the Options at
the time outstanding under the Plan and not then otherwise fully exercisable
shall be accelerated so that during the ten (10) business day period immediately
prior to the specified effective date for the Corporate Transaction, each such
Option shall become fully exercisable for up to the total number of shares of
Common Stock purchasable under such Option and may be exercised for all or any
portion of the shares for which the Option is so accelerated, provided, however,
that the exercise of any accelerated Option shall remain subject to the
limitations of Paragraph 3. Upon the consummation of the Corporate Transaction,
all outstanding Options under the Plan shall, to the extent not previously
exercised or assumed by the successor corporation or its parent company,
terminate and cease to be exercisable.
d. Adjustments under this Paragraph 11 shall be made by the Board of
Directors of the Company whose determination as to what adjustments shall be
made, and the extent thereof, shall be final, binding, and conclusive; provided,
however, that no adjustment shall be made in a manner so as to constitute a
modification of the Plan as that term is defined in Section 424 of the Code. No
fractional shares of Common Stock or units of other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding downward to the nearest
whole share or unit.
12. AMENDMENT AND TERMINATION OF PLAN.
a. The Board of Directors of the Company may at any time suspend or
terminate the Plan. The Board may also at any time amend or revise the terms of
the Plan or any Option granted under the Plan, provided that no such amendment
or revision shall:
(i) increase the maximum number of shares in the aggregate which
may be sold pursuant to the Options granted under the Plan
(except as permitted under the provisions of Paragraph 11
hereof);
(ii) change the minimum purchase price set forth in Paragraph 4
hereof (except as permitted under the provisions of
Paragraph 11 hereof);
(iii) increase the maximum period of Options provided for in
Paragraph 6a hereof; or
(iv) permit the granting of Options to anyone other than as
provided in Paragraph 3 hereof.
b. No amendment, suspension, or termination of the Plan shall:
(i) result in the disqualification of any Incentive Option
granted pursuant to the Plan as an incentive stock option
under Section 422 of the Code; or
(ii) subject to Paragraph llc hereof, without the consent of the
Optionee, alter or impair any rights or obligations under
any Option granted under the Plan.
<PAGE>
13. FEES AND EXPENSES.
The Company will pay any and all fees and expenses necessarily
incurred by the Company in connection with the administration of the Plan.
14. ADOPTION AND EFFECTIVENESS OF PLAN.
The Plan has been adopted by resolution of the Company's Board of
Directors on February 21, 1997, and shall be effective as of such date or a
subsequent date set forth in such resolution, subject to approval by the holders
of a majority of the outstanding shares of Common Stock of the Company as set
forth in Paragraph 6a(ii). Prior to such shareholder approval, Options may be
granted under the Plan, but any such Option by its terms shall not be
exercisable prior to such approval. If the Plan is not approved by the
shareholders of the Company, the Plan shall terminate, and all Options granted
under the Plan shall terminate and become null and void.
15. NO OBLIGATION TO EXERCISE OPTION.
The granting of an Option shall impose no obligation on the Optionee
to exercise such Option.
IN WITNESS WHEREOF, the Company has caused the Plan to be duly executed by
its officers as of the day of February 1997.
SEAL
Attest: BDM INTERNATIONAL, INC.
- ------------------------------ -----------------------------------
John F. McCabe Philip A. Odeen
Corporate Vice President, President
Secretary, and General Counsel and Chief Executive Officer
(703) 848-5224
March 31, 1997
BDM International, Inc.
1501 BDM Way
McLean, Virginia 22102-3204
BDM International, Inc.
1997 Stock Option 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 2,500,000 shares of the Company's Common Stock, par value $.01
per share (the "Common Stock"), issuable pursuant to the Company's 1997 Stock
Opion 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) upon approval of the Plan by the shareholders of the Company, the
Company will have taken all necessary corporate action to
authorize the issuance of the Common Stock; and
(ii) when issued, delivered, and paid for in accordance with the terms
of the Plan, the shares of Common Stock to be issued under the
Plan will be validly issued, fully paid, and non-assessable.
No opinion is expressed herein as to the laws of any jurisdiction other
than the federal laws of the United States of America and, to the extent
required by the foregoing opinion, the General Corporation Law of the State of
Delaware.
The foregoing opinion is delivered to you in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ JOHN F. McCABE
John F. McCabe
Corporate Vice President
and General Counsel
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 5, 1997, except for Notes 11 and 12, for
which the date is March 3, 1997, on our audits of the consolidated financial
statements of BDM International, Inc. and Subsidiaries.
/s/ COOPERS & LYBRAND L.L.P.
------------------------------
COOPERS & LYBRAND L.L.P.
Washington, D.C.
April 3, 1997
