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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One) Annual Report Pursuant to Section 13 or 15(d)
[X] of the Securities Exchange Act of 1934 [Fee Required]
For Fiscal Year Ended June 30, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the Transition Period From ..... to .....
Registrant, State of Incorporation,
Address and Telephone Number
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GRC INTERNATIONAL, INC.
(a Delaware Corporation)
Commission 1900 Gallows Road I.R.S. Employer
File No. Vienna, Virginia 22182 Identification No.
- ------------ ------------------
1-7517 (703) 506-5000 95-2131929
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock, $.10 par value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of July 31, 1996, the aggregate market value of the Registrant's voting
common stock held by non-affiliates was $123,733,700. As of July 31, 1996,
there were 9,291,203 shares of the Registrant's $.10 par value common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 1996 Annual Report to Stockholders for the
year ended June 30, 1996 are incorporated by reference into Parts I and II of
this report.
Portions of the Proxy Statement for the Corporation's 1996 Annual Meeting
of Shareholders are incorporated by reference into Part III of this report. The
Proxy Statement shall be filed in accordance with the rules of the Commission
within 120 days after the close of the fiscal year to which this report
pertains.
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EXPLANATORY NOTE
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This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K
for the year ended June 30, 1996 (the "Form 10-K") hereby amends the Form 10-K
to include the exhibits filed herewith as indicated on the exhibit index.
SIGNATURES
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Pursuant to the requirements of section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Amendment to
be signed on its behalf by the undersigned, thereunto duly authorized.
GRC INTERNATIONAL INC.
Date: October 1, 1996 By: /s/ Jim Roth
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Jim Roth
President and Chief Executive
Office, and Director
Pursuant to the Securities and Exchange Act of 1934, this Amendment
has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:
Date: October 1, 1996 By: /s/ Jim Roth
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Jim Roth
President and Chief Executive
Officer, and Director
Date: October 1, 1996 By: /s/ Ronald B. Alexander
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Ronald B. Alexander
Senior Vice President-Finance,
Chief Financial Officer and
Treasurer
Date: October 1, 1996 By: /s/ H. Furlong Baldwin
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H. Furlong Baldwin, Director*
*by Ronald B. Alexander
pursuant to Power of Attorney
Date: October 1, 1996 By: /s/ Leslie B. Disharoon
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Leslie B. Disharoon, Director*
*by Ronald B. Alexander
pursuant to Power of Attorney
41
Date: October 1, 1996 By: /s/ Charles H.P. Duell
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Charles H.P. Duell, Director*
*by Ronald B. Alexander
pursuant to Power of Attorney
Date: October 1, 1996 By: /s/ Edward C. Meyer
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Edward C. Meyer, Chairman*
of the Board
*by Ronald B. Alexander
pursuant to Power of Attorney
Date: October 1, 1996 By: /s/ George R. Packard
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George R. Packard, Director*
*by Ronald B. Alexander
pursuant to Power of Attorney
Date: October 1, 1996 By: /s/ Herbert Rabin
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Herbert Rabin, Director*
*by Ronald B. Alexander
pursuant to Power of Attorney
Date: October 1, 1996 By: /s/ Harris W. Seed
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Harris W. Seed, Director*
and Assistant Secretary
*by Ronald B. Alexander
pursuant to Power of Attorney
Date: October 1, 1996 By: /s/ E. Kirby Warren
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E. Kirby Warren, Director*
*by Ronald B. Alexander
pursuant to Power of Attorney
Date: October 1, 1996 By: /s/ Joseph R. Wright, Jr.
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Joseph R. Wright, Jr., Director*
*by Ronald B. Alexander
pursuant to Power of Attorney
42
INDEX TO EXHIBITS
(Exhibit Numbers correspond to Exhibit Table,
Regulation S-K, Item 601)
Exhibit
Number
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3.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the 1994 Form 10-K)
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the 1995 Form
10-K)
10.1* 1985 Employee Stock Option Plan
10.2*+ 1994 Employee Option Plan
10.3* Officers Stock Option Plan
10.4*+ Cash Compensation Replacement Plan
10.5* Incentive Compensation Plan (incorporated by reference to Exhibit 10.7
to the 1995 Form 10-K)
10.6*+ Directors Fee Replacement Plan
10.7*+ Directors Phantom Stock Plan
10.8*+ Directors Retirement Plan
10.9+ Amended and Restated Revolving Credit and Term Loan Agreement, with
Exhibits, with Mercantile-Safe Deposit & Trust Company, dated as of
February 12, 1996, First Confirmation and Amendment thereto dated May
15, 1996, Second Confirmation and Amendment thereto dated July 18,
1996, and Third Confirmation and Amendment thereto dated September 24,
1996
10.10 Lease Agreement dated as of June 30, 1989, with Exhibits, between the
Company and Centennial III Limited Partnership (incorporated by
reference to Exhibit 10.17 to the 1989 Form 10-K)
10.11 Lease Amendment No. 1, with Exhibits, to Lease between the Company and
Centennial III Limited Partnership (incorporated by reference to
Exhibit 10.6 to the 1990 Form 10-K)
10.12 Lease Amendments Nos. 2, 3, 4 and 5 to Lease between the Company and
Richmond Land Corporation (as successor to Centennial III Limited
Partnership) (incorporated by referenced to Exhibit 10.12 to the 1994
Form 10-K)
10.13 Lease Amendment No. 6 to Lease between the Company and Richmond Land
Corporation (as successor to Centennial III Limited Partnership)
(incorporated by referenced to Exhibit 10.13 to the 1995 Form 10-K)
10.14 Amended and Restated Rights Agreement dated June 30, 1995 between the
Company and the American Stock Transfer & Trust Company (incorporated
by referenced to Exhibit 10.14 to the 1995 Form 10-K)
10.15*+ Employment Agreement between the Company and Jim Roth
10.16* Note dated July 9, 1992, and Deed of Trust dated as of August 11,
1993, by and between the Company and Jim Roth (incorporated by
reference to Exhibit 10.15 to the 1994 Form 10-K)
10.17*+ Employment Agreement between the Company and Gary L. Denman
10.18*+ Employment Agreement between the Company and James P. McCoy
10.19*+ Employment Agreement between the Company and Thomas E. McCabe
10.20*+ Employment Agreement between the Company and Clifford C. Bream
10.21*+ Employment Agreement between the Company and Ronald B. Alexander
10.22 Purchase and Sale Agreement and Joint Escrow Instructions between
General Research Corporation and Bermant Development Company
(incorporated by reference to Exhibit 10.19 to the 1995 Form 10-K)
10.23 First Amendment to Purchase and Sale Agreement and Joint Escrow
Instructions between General Research Corporation and Bermant
Development Company (incorporated by reference to Exhibit 10.20 to the
1995 Form 10-K)
10.24 Building Lease between the Company and Bermant Development Company
(incorporated by reference to Exhibit 10.21 to the 1995 Form 10-K)
10.25 Interim Lease between the Company and Bermant Development Company
(incorporated by reference to Exhibit 10.22 to the 1995 Form 10-K)
10.26+ Patent Application Assignment and Royalty Agreement dated as of
October 15, 1993, by and among the Company (as successor to SWL Inc.),
Robert E. Pfister and William D. Kight
11+ Statement of Computation of Earnings Per Share
21+ Subsidiaries of the Registrant
23 Consent of Deloitte & Touche LLP (included on Page 43 of Form 10-K)
24 Powers of Attorney (included as a part of signature pages to the
Form 10-K)
27 Financial Data Schedule
*Indicates management contract or compensatory plan.
+Filed herewith.