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.
PAGE
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:
PAGE
(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)
PAGE
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.
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 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.
PAGE
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
PAGE
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)