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. 1994 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) 1,000,000 $29.25 $29,250,000 $10,086.21
__________________
(1) Computed pursuant to Rule 457(c) and (h)(1) based on the average of the
high and low prices on December 18, 1995, as reported by NASDAQ.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Plan pursuant to Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in paragraphs (a) through (c) below are
incorporated by reference in this registration statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed March 31, 1995.
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the
fiscal year ended December 31, 1994 and the date hereof.
(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 3(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 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
settlements, 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 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 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 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 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.
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
December 8, 1995.
BDM INTERNATIONAL, INC.
(Registrant)
/s/Philip A. Odeen
By:_________________________
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 President and Chief December 8,
- -------------------- Executive Officer, Director 1995
Philip A. Odeen (principal executive officer)
/s/C. Thomas Faulders, III Executive Vice President, December 8,
- -------------------------- Treasurer and Chief Financial 1995
C. Thomas Faulders, III Officer (principal Financial
and accounting officer)
/s/Frank C. Carlucci Chairman of the Board of December 15,
- -------------------- Directors 1995
Frank C. Carlucci
/s/William E. Conway, Jr. Vice Chairman and December 15,
- ------------------------- Director 1995
William E. Conway, Jr.
/s/Dr. Jeanette Grasselli Brown Director December 8,
- ------------------------------- 1995
Dr. Jeanette Grasselli Brown
/s/James A.D. Geier Director December 8,
- ------------------- 1995
James A.D. Geier
/s/Neil Goldschmidt Director December 15,
- ------------------- 1995
Neil Goldschmidt
/s/Walter Leisler Kiep Director December 15,
- ---------------------- 1995
Walter Leisler Kiep
/s/Dr. Hans Mark Director December 8,
- ------------------- 1995
Dr. Hans Mark
/s/Thomas G. Ricks Director December 15,
- ------------------ 1995
Thomas G. Ricks
/s/John M. Slosar Director December 15,
- ------------------ 1995
John M. Slosar
/s/ Helmut Sonnenfeldt Director December 8,
- ---------------------- 1995
Helmut Sonnenfeldt
/s/Dr. William E. Sweeney, Jr. Director December 15,
- ------------------------------ 1995
Dr. William E. Sweeney, Jr.
/s/ Earle C. Williams Director December 8,
- ---------------------- 1995
Earle C. Williams
EXHIBIT INDEX
Exhibit No. Description Page No. in Sequential
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.
1994 Stock Option Plan
5.1 Opinion of John F. McCabe, Esq.
Corporate Vice President
and General Counsel
24.10 Consent of John F.
McCabe, Esq. (included in
Exhibit 5.1)