SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): February 14, 2000
GRC INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Delaware 1-7517 95-2131929
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1900 Gallows Road, Vienna, Virginia 22182
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 506-5000
Not Applicable
(Former name or former address, if changed from last report)
Item 5. Other Events.
Agreement and Plan of Merger
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On February 14, 2000, GRC International, Inc. (the "Company") executed an
Agreement and Plan of Merger (the "Merger Agreement") with AT&T Corp. ("AT&T")
and its wholly-owned subsidiary, LMN Corporation ("Purchaser"), pursuant to
which (i) Purchaser will offer to purchase (the "Offer") all of the outstanding
shares of the Company's Common Stock, $.01 par value per share ("Common Stock"),
for $15 per share and (ii) following the Offer, LMN Corporation will merge with
and into the Company (the "Merger"), with holders of the then outstanding shares
of Common Stock receiving $15 per share as Merger consideration.
Consummation of the Offer is conditioned upon at least a majority of the
Common Stock on a fully diluted basis being validly tendered and not withdrawn
and is also subject to regulatory and other conditions, including without
limitation, that any waiting period (and any extension thereof) under the
Hart-Scott-Rodino Act applicable to the Offer shall have expired or been
terminated.
The foregoing summary of the Offer and Merger, and the transactions
contemplated in connection therewith, does not purport to be complete and is
qualified in its entirety by all of the terms and provisions of the Merger
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
by reference herein.
Amendment to Amended and Restated Rights Agreement
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Immediately prior to the execution and delivery of the Merger Agreement,
the Amended and Restated Rights Agreement, originally dated as of December 2,
1985 and most recently amended on December 13, 1999 (the "Rights Agreement") was
amended (the "Amendment") by the Company and American Stock Transfer & Trust
Company to provide that no holders of rights may exercise such rights following
the execution and delivery of the Merger Agreement. A copy of the Amendment to
Rights Agreement is attached hereto as Exhibit 10.2 and incorporated by
reference herein.
Item 7. Financial Statements and Exhibits.
(a) - (b) None.
(b) Exhibits.
10.1 Agreement and Plan of Merger, dated February 14, 2000, by and among
GRC International, Inc., AT&T Corp. and LMN Corporation.
10.2 Amendment to Amended and Restated Rights Agreement, dated February
14, 2000, by and between GRC International, Inc. and American Stock
Transfer & Trust Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GRC INTERNATIONAL, INC.
By: /s/ Thomas E. McCabe
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Name: Thomas E. McCabe
Title: Senior Vice President,
General Counsel, Secretary
February 15, 2000