UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Fiscal Year Ended June 30, 1998
AMENDMENT NO. 1
GRC International, Inc.
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(Exact name of registrant as specified in its charter)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
Fiscal Year Ended June 30, 1998 (the "Form 10-K") as set forth in the pages
attached hereto:
Exhibit 3.2: The Company's Bylaws
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
GRC INTERNATIONAL, INC.
Date: September 22, 1998 By: /s/ Timothy C. Halsey
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Timothy C. Halsey
Controller,
(Acting) Chief Financial
Officer & (Acting) Chief
Accounting Officer
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
GRC INTERNATIONAL INC.
Date: September 22, 1998 By: /s/ Gary Denman
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Gary Denman
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy C. Halsey his attorney-in-fact,
with the power of substitution, for him in any and all capacities, to sign any
amendments to this Report, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the Securities and Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated:
Date: September 22, 1998 By: /s/ Gary Denman
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Gary Denman
President and Chief Executive
Officer
Date: September 22, 1998 By: /s/ Timothy C. Halsey
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Timothy C. Halsey
Controller,
(Acting) Chief Financial
Officer & (Acting) Chief
Accounting Officer
Date: September 22, 1998 By: /s/ Joseph R. Wright, Jr. *
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Joseph R. Wright, Jr., Chairman
of the Board of Directors
Date: September 22, 1998 By: /s/ Peter A. Cohen *
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Peter A. Cohen, Vice Chairman
of the Board of Directors
Date: September 22, 1998 By: /s/ H. Furlong Baldwin *
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H. Furlong Baldwin, Director
Date: September 22, 1998 By: /s/ Frank J.A. Cilluffo *
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Frank J.A. Cilluffo, Director
Date: September 22, 1998 By: /s/ Leslie B. Disharoon *
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Leslie B. Disharoon, Director
Date: September 22, 1998 By: /s/ Charles H.P. Duell *
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Charles H.P. Duell, Director
Date: September 22, 1998 By: /s/ Edward C. Meyer *
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Edward C. Meyer, Director
Date: September 22, 1998 By: /s/ George R. Packard *
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George R. Packard, Director
Date: September 22, 1998 By: /s/ Herbert Rabin *
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Herbert Rabin, Director
Date: September 22, 1998 By: /s/ Jim Roth *
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Jim Roth, Director
Date: September 22, 1998 By: /s/ E. Kirby Warren *
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E. Kirby Warren, Director
* /s/ Timothy C. Halsey
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Timothy C. Halsey
Power of Attorney
INDEX TO EXHIBITS
(Exhibit Numbers correspond to Exhibit Table,
Regulation S-K, Item 601)
Exhibit
Number Page
3.1 Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 to the 1994 Form 10-K)
3.2 Bylaws -----
10.1* 1985 Employee Stock Option Plan (incorporated by reference to
Exhibit 10.1 to the 1996 Form 10-K)
10.2* 1994 Employee Option Plan (incorporated by reference to Exhibit
10.2 to the 1997 Form 10-K)
10.3* 1996 Officers Stock Option Plan -----
10.4* 1998 Option Plan -----
10.5* Cash Compensation Replacement Plan (incorporated by reference to
Exhibit 10.4 to the 1997 Form 10-K)
10.6* Incentive Compensation Plan (incorporated by reference to Exhibit
10.7 to the 1995 Form 10-K)
10.7* Directors Fee Replacement Plan (incorporated by reference to
Exhibit 10.6 to the 1997 Form 10-K)
10.8* Directors Phantom Stock Plan (incorporated by reference to
Exhibit 10.7 to the 1996 Form 10-K)
10.9* Directors Retirement Plan (incorporated by reference to Exhibit
10.8 to the 1997 Form 10-K)
10.10 Amended and Restated Revolving Credit and Term Loan Agreement
("Loan Agreement"), with Exhibits, with Mercantile-Safe Deposit &
Trust Company ("Mercantile"), 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 (incorporated by reference to Exhibit 10.9 to the 1996 Form
10-K)
10.11 Fourth Confirmation and Amendment dated February 7, 1997 to Loan
Agreement between the Company and Mercantile (incorporated by
reference to Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended December 31, 1996)
10.12 Fifth Confirmation and Amendment dated April 30, 1997 to Loan
Agreement between the Company and Mercantile (incorporated by
reference to Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended March 31, 1997)
10.13 Sixth Confirmation and Amendment dated May 13, 1997 to Loan
Agreement between the Company and Mercantile (incorporated by
reference to Exhibit 10.2 to the Company's Form 10-Q for the
quarter ended March 31, 1997)
10.14 Third Allonge to Secured Note (Commercial) of GRC International,
Inc. to Mercantile-Safe Deposit & Trust Company in the Principal
Amounts of $2,200,000 dated February 12, 1996; $400,000 dated
March 8, 1996; and $2,600,000 dated June 7, 1996 -----
10.15 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)
10.16 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)
10.17 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)
10.18 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)
10.19 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)
10.20* Employment Agreement between the Company and Jim Roth dated as of
July 1, 1995 (incorporated by reference to Exhibit 10.16 to the
1996 Form 10-K)
10.21* Amendment Number One to Employment Agreement between the Company
and Jim Roth dated as of June 30, 1998 -----
10.22* 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)
10.23* Amendment to Deed of Trust Note dated as of March 26, 1998 -----
10.24* Independent Contractor Agreement dated as of July 1, 1998 between
the Company and Jim Roth -----
10.25* Employment Agreement between the Company and Gary L. Denman -----
10.26* Form of Employment Agreement for Thomas E. McCabe and Ronald B.
Alexander -----
10.27* Form of Employment Agreement for James L. Selsor and Michael G.
Stolarik -----
10.28 Building Lease between the Company and Bermant Development
Company (incorporated by reference to Exhibit 10.21 to the 1995
Form 10-K)
10.29 First and Second Amendments to Building Lease between the Company
and Bermant Development Company (incorporated by reference to
Exhibit 10.23 to the 1997 Form 10-K)
10.30 Convertible Securities Subscription Agreement dated as of January
21, 1997 between the Company and Halifax Fund, L.P. ("Halifax")
(incorporated by reference to Exhibit 10.2 to the Company's Form
10-Q for the quarter ended December 31, 1996)
10.31 $4,000,000 5% Convertible Debenture Due January 30, 2000 (the
"Debenture") issued by the Company to Halifax (incorporated by
reference to Exhibit 10.3 to the Company's Form 10-Q for the
quarter ended December 31, 1996)
10.32 320,000 Share Common Stock Purchase Warrant issued by the Company
to Halifax in connection with the Debenture (incorporated by
reference to Exhibit 10.4 to the Company's Form 10-Q for the
quarter ended December 31, 1996)
10.33 Registration Rights Agreement dated as of January 30, 1997
between the Company and Halifax relating to the Debenture
(incorporated by reference to Exhibit 10.5 to the Company's Form
10-Q for the quarter ended December 31, 1996)
10.34 Structured Equity Line Flexible Financing Agreement ("Equity Line
Agreement") dated as of January 21, 1997 (amended and restated as
of August 26, 1998) between the Company and Cripple Creek
Securities, LLC ("Cripple Creek")
10.35 125,000 Share Common Stock Purchase Warrant issued by the Company
to Cripple Creek in connection with the Equity Line Agreement
(incorporated by reference to Exhibit 10.7 to the Company's Form
10-Q for the quarter ended December 31, 1996)
10.36 Registration Rights Agreement dated as of January 30, 1997
between the Company and Cripple Creek relating to the Equity Line
Agreement (incorporated by reference to Exhibit 10.8 to the
Company's Form 10-Q for the quarter ended December 31, 1996)
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.