Delaware |
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54-1345899 | ||
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT; REGULATION FD DISCLOSURE; OTHER EVENTS
On September 19, 2007, CACI International Inc ("CACI") along with CACI, INC.-FEDERAL (collectively, "CACI") entered into a Stock Purchase Agreement ("Agreement") with Athena Holding LLC ("Seller"), Athena Holding Corp. ("Holding"), and Holding's wholly owned subsidiary, Athena Innovative Solutions, Inc. ("Athena") under which CACI will acquire from Seller all of the outstanding shares in Holding for a purchase price of $200 million in cash ("Purchase Price"). The Purchase Price is subject to adjustment based on Athena's net assets at closing, and a portion of the Purchase Price will be held in escrow for fifteen months.
The parties to the Agreement intend to close the transaction after satisfaction of all of the conditions to closing contained in the Agreement, including the expiration or termination of the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the rules and regulations thereunder. Closing is expected by approximately November 1, 2007.
ITEM 7.01   REGULATION FD DISCLOSURE
On September 24, 2007, CACI issued a press release announcing its intent to acquire Athena. A copy of the Registrant's press release is furnished herewith as Exhibit 99 to this current report on Form 8-K.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(d) | Exhibits |
Exhibit 99 | Press Release dated September 24, 2007, of CACI International Inc (furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934). |
CACI International Inc | |
Registrant | |
By: | /s/ Arnold D. Morse |
Arnold D. Morse Senior Vice President, Chief Legal Officer and Secretary |