UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 1, 2016
CACI International Inc
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-31400 |
54-1345888 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1100 N. Glebe Road Arlington, Virginia |
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22201 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (703) 841-7800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by CACI International Inc (“CACI”) under Items 1.01, 2.01, 2.03 and 9.01 on February 3, 2016 (the “Original 8-K”). As previously reported in the Original 8-K, on February 1, 2016, CACI, Inc. – Federal, a subsidiary of CACI, completed the acquisition of all of the outstanding equity of L-3 National Security Solutions, Inc. and L-3 Data Tactics Corporation (together, “NSS”) pursuant to the terms of the Stock Purchase Agreement (the “Purchase Agreement”), dated December 7, 2015, among CACI, CACI, Inc. - Federal and L-3 Communications Corporation. This Amendment No. 1 amends and supplements Item 9.01 of the Original 8-K to include the financial information required under Item 9.01 which was not previously filed with the Original 8-K and which is permitted to be filed by amendment no later than 71 calendar days after the date on which the Original 8-K was required to be filed. Except as stated in this Explanatory Note, no other information contained in the Original 8-K is changed.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements for NSS required under Item 9.01(a) of Form 8-K are filed as Exhibit 99.1 and Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference.
(b) Pro forma financial information.
The pro forma financial information required under Item 9.01(b) of Form 8-K is filed as Exhibit 99.3 to this Amendment No. 1 and is incorporated herein by reference.
(d) Exhibits.
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Exhibit Number |
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Description |
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23.1 |
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Consent of PricewaterhouseCoopers LLP. |
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99.1 |
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Unaudited condensed combined interim financial statements of NSS as of September 25, 2015 and for the nine months ended September 25, 2015 and September 26, 2014. |
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99.2 |
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Audited combined financial statements of NSS as of and for the years ended December 31, 2014 and 2013. |
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99.3 |
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Unaudited pro forma financial information as of and for the three months ended September 30, 2015 and for the year ended June 30, 2015. |
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 thereunto duly authorized.
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CACI International Inc
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Date: April 15, 2016 |
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By: |
/s/ J. WILLIAM KOEGEL, JR. |
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J. William Koegel, Jr. |
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Executive Vice President, General Counsel
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Exhibit Number |
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Description |
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23.1 |
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Consent of PricewaterhouseCoopers LLP. |
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99.1 |
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Unaudited condensed combined interim financial statements of NSS as of September 25, 2015 and for the nine months ended September 25, 2015 and September 26, 2014. |
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99.2 |
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Audited combined financial statements of NSS as of and for the years ended December 31, 2014 and 2013. |
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99.3 |
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Unaudited pro forma financial information as of and for the three months ended September 30, 2015 and for the year ended June 30, 2015. |