3//SEC Filing
Paradigm Holdings, Inc 3
Accession 0001181431-11-043729
CIK 0000313353operating
Filed
Aug 2, 8:00 PM ET
Accepted
Aug 3, 6:41 PM ET
Size
8.4 KB
Accession
0001181431-11-043729
Insider Transaction Report
Form 3
Paradigm Holdings, IncPDHO.OB
CACI, INC.-FEDERAL
10% Owner
Holdings
- 0(indirect: See Explanation of Responses)
Common Stock
CACI INTERNATIONAL INC /DE/
10% Owner
Holdings
- 0(indirect: See Explanation of Responses)
Common Stock
Footnotes (3)
- [F1]This Form 3 is filed jointly by CACI, Inc. - Federal and CACI International Inc (collectively the "Reporting Persons"). Each of the Reporting Persons may be deemed to have voting power with respect to (and therefore may beneficially own within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 ("Exchange Act")) in excess of 10% of the Issuer's outstanding shares of common stock ("Paradigm Common Stock"). See footnotes 2 and 3 below.
- [F2]In connection with the Agreement and Plan of Merger ("Merger Agreement"), dated as of July 25, 2011, by and among Paradigm Holdings, Inc., a Nevada corporation ("Paradigm"), CACI, Inc.-Federal, a Delaware corporation ("Parent"), a wholly-owned subsidiary of CACI International Inc ("CACI"), and CACI Newco Corporation, a Nevada corporation and wholly-owned subsidiary of Parent, Parent entered into Stockholder Support Agreements with certain of Paradigm's stockholders (the "Stockholders"), each dated as of July 25, 2011, whereby, among other things, the Stockholders agreed to appoint Parent or its designee as such Stockholder's proxy and attorney-in-fact to vote such Stockholder's Paradigm Common Stock, and as applicable certain other securities, in favor of the merger, the Merger Agreement and the transactions contemplated by the Merger Agreement and against any adverse proposal. (Continued in footnote 3)
- [F3]By reason of receipt of the proxy, CACI and Parent may be deemed to each have shared voting power with respect to (and therefore beneficially own within the meaning of Rule 13d-3 under the Exchange Act) greater than 10% of the Paradigm Common Stock outstanding as of July 25, 2011. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that CACI or Parent is, for purposes of Section 13(d) or Section 16 of the Exchange Act or otherwise, the beneficial owner of any shares of Paradigm Common Stock referred to herein, and such beneficial ownership is expressly disclaimed. Neither CACI nor Parent has any pecuniary interest in the Paradigm Common Stock and therefore neither has beneficial ownership of any shares of Paradigm Common Stock within the meaning of Rule 16a-1(a)(2) under the Exchange Act.
Documents
Issuer
Paradigm Holdings, Inc
CIK 0000313353
Entity typeoperating
IncorporatedWY
Related Parties
1- filerCIK 0000313353
Filing Metadata
- Form type
- 3
- Filed
- Aug 2, 8:00 PM ET
- Accepted
- Aug 3, 6:41 PM ET
- Size
- 8.4 KB