0001157523-12-003232.txt : 20120606 0001157523-12-003232.hdr.sgml : 20120606 20120606163521 ACCESSION NUMBER: 0001157523-12-003232 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120606 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120606 DATE AS OF CHANGE: 20120606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CACI INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000016058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 541345888 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31400 FILM NUMBER: 12892399 BUSINESS ADDRESS: STREET 1: 1100 N GLEBE ST CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7038417800 MAIL ADDRESS: STREET 1: 1100 NORTH GLEBE ROAD CITY: ARLINGTON STATE: VA ZIP: 22201 FORMER COMPANY: FORMER CONFORMED NAME: CACI INC /DE/ DATE OF NAME CHANGE: 19870119 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED ANALYSIS CENTERS INC DATE OF NAME CHANGE: 19730102 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA ANALYSIS CENTER INC DATE OF NAME CHANGE: 19680603 8-K 1 a50302447.htm CACI INTERNATIONAL INC 8-K

U.S. 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

June 6, 2012
(Date of Report–Date of Earliest Event Reported)

CACI International Inc
(Exact name of registrant as specified in its Charter)

Delaware

001-31400

54-1345899

 

(State or other jurisdiction

of incorporation)

(Commission file number)

(IRS Employer
Identification No.)

1100 N. Glebe Road
Arlington, Virginia 22201
(Address of Principal executive offices)(ZIP code)

(703) 841-7800
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 6, 2012, CACI International Inc (the “Company”) announced that, Paul M. Cofoni, President and Chief Executive Officer, notified the Company of his intention to retire as of December 1, 2012. To support a smooth and efficient transition, effective July 1, 2012, Mr. Cofoni will assume the role of Chief Advisor to the Executive Chairman of the Board of Directors.
 
On June 6, 2012, the Company also announced that Daniel D. Allen, currently the President, U.S. Operations, of CACI-INC. FEDERAL, will be appointed President and Chief Executive Officer of the Company, effective July 1, 2012.
 
On June 6, 2012, the Company further announced that John S. Mengucci, currently the Chief Operating Officer for U.S. Operations, will be named Chief Operating Officer and President of U.S. Operations, effective July 1, 2012.
 
(c) As noted above, effective July 1, 2012, Mr. Allen becomes the President and Chief Executive Officer of CACI International Inc. He will thus become the Company’s principal executive officer.
 
As noted above, effective July 1, 2012, Mr. Mengucci becomes the Chief Operating Officer and President of U.S. Operations of CACI International Inc. He will thus become the Company’s principal operating officer.
 
Biographical information (incorporated by this reference) about Mr. Allen can be found on page 10 of our definitive Proxy Statement filed with the SEC on October 6, 2011. Additional information about Mr. Allen appears throughout the Proxy Statement.
 
Biographical information (incorporated by this reference) about Mr. Mengucci can be found in CACI’s Form 8-K filed with the SEC on February 16, 2012.
 
There are no family relationships between Mr. Allen or Mr. Mengucci and any director or executive officer of the Company, or any person chosen by the Company to become a director or executive officer. There are no related party transactions of the kind described in Item 404(a) of Regulation S-K in which Mr. Allen or Mr. Mengucci was a participant.
 
For both Mr. Allen and Mr. Mengucci, there is no material plan, contract or arrangement of the type described in Item 5.02(c)(3) of Form 8-K.

Item 7.01.

Regulation FD Disclosure.

On June 6, 2012, the Company issued a press release announcing the appointments of Mr. Cofoni, Mr. Allen, and Mr. Mengucci. A copy of the press release is filed as Exhibit 99 to this Form 8-K.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits The following exhibit is furnished (and not filed) with this Report.
 

99

News release of CACI International Inc dated June 6, 2012 concerning appointments of Mr. Cofoni, Mr. Allen, and Mr. Mengucci.

SIGNATURE

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.


 

CACI International Inc

 
 

By:

 

/s/ Arnold D. Morse

Arnold D. Morse

Senior Vice President,

Chief Legal Officer and Secretary

Dated: June 6, 2012

EX-99 2 a50302447-ex99.htm EXHIBIT 99

Exhibit 99

CACI Announces CEO Transition

President and CEO Paul M. Cofoni to Retire as of December 1, 2012, Named Chief Advisor to CACI Executive Chairman Effective July 1, 2012

President of U.S. Operations Daniel D. Allen Appointed President and CEO

U.S. Operations COO John S. Mengucci Named COO and President of U.S. Operations

ARLINGTON, Va.--(BUSINESS WIRE)--June 6, 2012--CACI International Inc (NYSE: CACI) announced today that President and Chief Executive Officer Paul M. Cofoni has notified the company of his intention to retire as of December 1, 2012. To support a smooth and efficient CEO transition, effective July 1, 2012, Mr. Cofoni will assume the role of Chief Advisor to Executive Chairman of the Board Dr. J.P. (Jack) London. Current President of U.S. Operations Daniel D. Allen will be appointed President and CEO; and current Chief Operating Officer of U.S. Operations John S. Mengucci will be named Chief Operating Officer and President of U.S. Operations.

Dr. London stated, “As CACI completes its 50th year in business, I thank Paul Cofoni for his exceptional leadership and his outstanding contributions to our historic growth. His service now as Chief Advisor to me and our Board will assure a seamless CEO transition while continuing his valuable work with our company. I look forward to working with Dan Allen and the valuable experience and strength he brings to our company.”

Mr. Cofoni said, “CACI today is a leader in our industry and a driving force in delivering innovative solutions for our clients and value for our shareholders. Our growth strategy will continue under the leadership of Dan Allen, an exceptional and well-respected professional who possesses outstanding experience with large, Tier 1 organizations in our market space. Dan will continue to make CACI the employer of choice for talented professionals as he sustains our focus on operational excellence, innovation, our industry-leading mergers and acquisitions program, and growing our business. Joining Dan will be John Mengucci as COO and President of U.S. Operations, bringing proven and complementary capabilities to this outstanding partnership. I thank CACI’s Board of Directors for its support and confidence in me, and I look forward to continuing my service to the Board now as Chief Advisor. I am also proud to have led CACI’s talented professionals whose pride in their work can be seen every day in the innovative solutions they provide to our clients, who have the most important missions in the world in serving our citizens and protecting our nation.”

Paul Cofoni joined CACI as President of U.S. Operations in August 2005, and was named President and CEO in July 2007. Under Mr. Cofoni’s guidance, CACI grew from approximately 9,500 employees to its current base of some 14,600 professionals. The company also set records for financial performance, more than doubling in revenue from $1.6 billion in 2005 to the currently projected $3.8 billion for its FY12, including the integration of more than 20 acquisitions. Throughout this time, Mr. Cofoni shaped CACI’s extensive portfolio of solutions and services to support defense, intelligence, homeland security, and government transformation.

Mr. Cofoni is well-respected for his leadership of CACI’s dedicated employees. In 2011, his leadership earned him recognition as Government Contractor Executive of the Year and was instrumental in CACI’s selection as the 2009 Government Contractor of the Year for companies in its class. He is a two-time recipient of Federal Computer Week’s “Fed 100” honor roll of IT pioneers in the federal government, and his leadership was integral to Fortune magazine’s selection of CACI as among the 2012 Most Admired Companies in the world.

Another hallmark of Mr. Cofoni’s career was his reengineering of CACI’s recruiting programs with a special focus on hiring veterans. He created the company’s Deploying Talent - Creating Careers program for recruiting veterans with disabilities, now regarded as one of the industry’s preeminent veteran recruiting programs. This and similar initiatives he launched have established CACI as a leader in helping veterans transition to civilian life.

Dan Allen joined CACI as Chief Operating Officer of U.S. Operations in March 2011, bringing a strong track record of maintaining consistent growth in large operations within the information technology and intelligence industry. His 30 years of experience includes leading the development and delivery of information solutions in such areas as intelligence, cyberspace, and enterprise IT services for Intelligence Community, Department of Defense, and federal civilian clients. In January 2012, he was named CACI’s President of U.S. Operations. In this role, he has championed initiatives promoting growth in CACI’s existing markets, expansion of its business base, program performance, and leadership and employee development, positioning CACI to continue its growth momentum.

Mr. Allen commented, “I am confident in the CACI Team and its ability to compete and win in our large addressable market. We have a vibrant culture based on agility and innovation, are unwavering in our ethics and integrity, and have great employees working every day to meet our commitments to clients and shareholders. We are focused on the high-priority markets of defense, intelligence, homeland security, and government transformation. We also expect to capitalize on high-growth opportunities in cyberspace, healthcare IT, and Special Operations. We have built a lean organization with a strong program of operational excellence that continually delivers high client satisfaction. Our mergers and acquisitions program will remain an important part of our forward momentum, and our investments in our people, business, and capabilities will enable CACI to effectively deliver on our client’s highest priorities. I now look forward to working with the CACI Board in continuing the company’s growth record. I also want to thank Paul Cofoni for his wisdom and exceptional leadership and vision, which will be invaluable to me in the future as I continue CACI’s legacy of integrity, innovation, client service, and our dedicated support for America’s greatest challenges.”

John Mengucci joined CACI as Chief Operating Officer of U.S. Operations in February 2012, also bringing considerable expertise in implementing successful business strategies for multibillion-dollar organizations, as well as extensive experience in serving the needs of both federal civilian and Department of Defense clients. With CACI, Mr. Mengucci will focus on operational excellence and driving increased efficiencies in company business practices.

Mr. Mengucci said, “With CACI’s highly diversified business base and our employees’ commitment to integrity and operational excellence, I see significant opportunities for ongoing growth in core markets and accelerated momentum in emerging markets that are key to our future success. Our innovative solutions and strong record of program performance consistently deliver high client satisfaction. I look forward to leveraging the robust capabilities CACI brings to our clients. I’m proud to partner with Dan Allen and our entire team of highly skilled leaders whose vision and strategy are guiding one of the top-performing companies in our industry.”

CACI also announced its Fiscal Year 2013 guidance, reiterated its FY12 revenue and net income guidance, and stated its Board of Directors has authorized a new share repurchase program, the second in this fiscal year, for 4 million shares of the company’s common stock. These actions reflect CACI’s continuing confidence in its future performance and stock value, and reaffirm that the company maintains a steadfast commitment to delivering value for its employees, clients, and shareholders.

Celebrating our 50th year in business, CACI sustains an exceptional record of success by providing professional services and IT solutions needed to prevail in the areas of defense, intelligence, homeland security, and IT modernization and government transformation. We deliver business system solutions; C2 solutions; cyberspace solutions; enterprise IT solutions; geospatial solutions; healthcare IT solutions; identity management solutions; integrated security solutions; investigation and litigation support; ISR solutions; knowledge management solutions; logistics and material readiness; mobility solutions; and program management and SETA support. CACI solutions help federal clients provide for national security, improve communications and collaboration, secure information systems and networks, enhance data collection and analysis, and increase efficiency and mission effectiveness. A member of the Fortune 1000 Largest Companies and the Russell 2000 index, CACI provides dynamic careers for approximately 14,600 employees working in over 120 offices in the U.S. and Europe. Visit CACI on the web at www.caci.com and www.asymmetricthreat.net.

There are statements made herein which do not address historical facts, and therefore could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the risk factors set forth in CACI's Annual Report on Form 10-K for the fiscal year ended June 30, 2011, and other such filings that CACI makes with the Securities and Exchange Commission from time to time. Any forward-looking statements should not be unduly relied upon and only speak as of the date hereof.

CACI-HR

CONTACT:
CACI International Inc
Corporate Communications and Media:
Jody Brown, Executive Vice President, Public Relations
703-841-7801
jbrown@caci.com
or
Investor Relations:
David Dragics, Senior Vice President, Investor Relations
866-606-3471
ddragics@caci.com