SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 1999
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GRC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-7517 95-2131929
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(State of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
1900 Gallows Road, Vienna, Virginia 22182
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(Address of principal executive office) (Zip Code)
(703) 506-5000
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(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets
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On September 2, 1999, GRC International, Inc. ("GRC") completed its acquisition
of Management Consulting & Research, Inc. ("MCR") pursuant to the terms of the
Agreement and Plan of Merger, (the "Merger Agreement"), dated as of August 5,
1999, by and among GRC, Dr. Gerald McNichols, MAC Merger Corporation ("MAC"), a
wholly owned subsidiary of GRC, and MCR, a copy of which is filed as an exhibit
hereto and incorporated by reference herein. The gross purchase price was
approximately $27 million, consisting of 2,000,000 shares of Common Stock, par
value $0.10 per share, of GRC issued to McNichols, valued at approximately $16
million, and approximately $11 million in cash. The net cash payment was
approximately $7 million, and the net purchase price was approximately $23
million, as a result of approximately $4 million of MCR cash being used to pay a
portion of the acquisition price.
GRC paid the approximately $7 million of cash with funds on hand obtained from
its normal business operations and borrowings under it's current line of credit.
The acquisition was effected through the merger of MCR with and into MAC (the
"Merger"). As a result of the Merger, MCR became a wholly-owned subsidiary of
GRC International, Inc.
In connection with the Merger, Dr. Gerald McNichols also entered into a
noncompetition agreement with GRC and MCR and an indemnification agreement with
GRC, MAC and MCR, copies of which are filed as an exhibit hereto and
incorporated by reference herein.
Further details regarding the merger can be found in the press releases filed as
exhibits hereto and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
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(a) and (b). The financial statements and pro forma financial
information, required as part of this report on Form 8-K, will be filed
not later than 60 days from September 18, 1999 as an amendment to this
report.
(c). The following exhibits are filed as part of this report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of August 5, 1999, by
and among GRC International, Inc., Dr. Gerald McNichols, MAC
Merger Corporation and Management Consulting & Research, Inc.
99.1 Press Release dated August 6, 1999
99.2 Press Release dated September 2, 1999
99.3 Noncompetition Agreement, dated as of September 1, 1999, by
and among GRC International, Inc., Management Consulting &
Research, Inc. and Dr. Gerald McNichols.
2
99.4 Indemnification Agreement, dated as of September 1, 1999, by
and among GRC International, Inc., MAC Merger Corporation,
Management Consulting & Research, Inc. and Dr. Gerald
McNichols.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
GRC INTERNATIONAL, INC.
Date: September 17, 1999 By: /s/ Thomas E. McCabe
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Thomas E. McCabe
Senior Vice President, Director of Corporate
Development, General Counsel & Secretary