CACI INTERNATIONAL INC
|
(Name of Issuer)
|
COMMON STOCK, $.10 PAR VALUE
|
(Title of class of securities)
|
127190304 |
(CUSIP number)
|
Jason Wathen
Blue Harbour Group, LP
646 Steamboat Road
Greenwich, Connecticut 06830
(203) 422-6540
|
(Name, address and telephone number of person authorized to receive notices and communications)
|
AUGUST 28, 2012
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(Date of event which requires filing of this statement)
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CUSIP No. 127190304
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13D/A
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Page 2
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1
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NAME OF REPORTING PERSON:
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Blue Harbour Group, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
1,941,074
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
1,941,074
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,941,074
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
8.6%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
PN
|
CUSIP No. 127190304
|
13D/A
|
Page 3
|
1
|
NAME OF REPORTING PERSON:
|
Blue Harbour Holdings, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
1,941,074
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
1,941,074
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,941,074
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
8.6%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
OO
|
CUSIP No. 127190304
|
13D/A
|
Page 4
|
1
|
NAME OF REPORTING PERSON:
|
Clifton S. Robbins
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
United States of America
|
|||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
1,941,074
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
1,941,074
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,941,074
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
8.6%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
IN
|
CUSIP No. 127190304
|
13D/A
|
Page 5
|
CUSIP No. 127190304
|
13D/A
|
Page 6
|
BLUE HARBOUR GROUP, LP | ||||
By: | Blue Harbour Holdings, LLC, its general partner | |||
|
By:
|
/s/ Clifton S. Robbins | ||
Name: Clifton S. Robbins | ||||
Title: Managing Member |
BLUE HARBOUR HOLDINGS, LLC | ||||
|
By:
|
/s/ Clifton S. Robbins | ||
Name: Clifton S. Robbins | ||||
Title: Managing Member |
|
/s/ Clifton S. Robbins | ||
Clifton S. Robbins | |||
CUSIP No. 127190304
|
13D/A
|
Page 7
|
|
Schedule I
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Reporting Person
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Date
|
Transaction
|
Number of
Shares of
Common Stock
|
Price Per Share*
|
|
Manager
|
8/2/2012 | Purchase | 21,500 | $55.29 | |
Manager
|
8/20/2012 | Purchase | 14,000 | $52.19 | |
Manager
|
8/21/2012 | Purchase | 500 | $52.25 | |
Manager
|
8/22/2012 | Purchase | 17,849 | $52.25 | |
Manager
|
8/23/2012 | Purchase | 54,204 | $52.22 | |
Manager
|
8/24/2012 | Purchase | 64,447 | $52.20 | |
Manager
|
8/27/2012 | Purchase | 60,207 | $52.19 | |
Manager
|
8/28/2012 | Purchase | 2,224 | $52.25 |