As filed with the Securities and Exchange Commission on April 3, 1997
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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BDM INTERNATIONAL, INC. 1997 Stock Option Plan
(Full title of the Plan)
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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
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock
(par value $.01) 2,500,000 $20.875 $52,187,500 $15,813
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(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.
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.
SIGNATURES
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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
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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
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/s/ PHILIP A. ODEEN
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Philip A. Odeen President and Chief Executive March 31, 1997
Officer, Director (principal
executive officer)
/s/ C. THOMAS FAULDERS, III
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C. Thomas Faulders, III Executive Vice President, March 31, 1997
Treasurer and Chief Financial
Officer (principal financial
officer)
/s/ JUDITH N. HUNTZINGER
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Judith N. Huntzinger Corporate Vice President and March 31, 1997
Controller (principal accounting
officer)
/s/ FRANK C. CARLUCCI
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Frank C. Carlucci Chairman of the Board of March 31, 1997
Directors
/s/ WILLIAM E. CONWAY, JR.
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William E. Conway, Jr. Vice Chairman and Director March 31, 1997
/s/ JEANETTE GRASSELLI BROWN
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Dr. Jeanette Grasselli Brown Director March 31, 1997
/s/ PHILLIP R. COX
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Phillip R. Cox Director March 31, 1997
/s/ NEIL GOLDSCHMIDT
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Neil Goldschmidt Director March 31, 1997
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Walther Leisler Kiep Director March , 1997
/s/ THOMAS G. RICKS
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Thomas G. Ricks Director March 31, 1997
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Dr. William E. Sweeney, Jr. Director March , 1997
/s/ EARLE C. WILLIAMS
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Earle C. Williams Director March 31, 1997
EXHIBIT INDEX
Page No. in
Sequential
Numbering
Exhibit No. Description System
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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.