UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2011

July 21, 2011

PARADIGM HOLDINGS, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Nevada	~~000-09154~~	38000-~~3813367~~09154	38-3813367
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)

9715 Key West Avenue, 3rd Floor, Rockville, Maryland (Address of principal executive offices) 20850 (Zip Code)



9715 Key West Avenue, 3^rd Floor, Rockville, Maryland		20850
(Address of Principal Executive Offices)		(Zip Code)

(301) 468-1200

(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 (see General Instruction A.2. below):

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

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

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

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

Item 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

~~Agreement~~The ~~and~~information ~~Plan~~provided in Item 2.01 of ~~Merger~~this report is incorporated herein by reference.

On ~~July 25~~September 1, 2011, ~~Paradigm~~in ~~Holdings,~~connection ~~Inc.,~~with athe ~~Nevada~~completion ~~corporation~~of ~~(“Paradigm”~~the ormerger ~~the~~described ~~“Company”), CACI,~~in ~~Inc~~Item 2.~~—Federal,~~01 ~~a Delaware corporation (“Parent”), and CACI Newco Corporation, a Nevada corporation and wholly-owned subsidiary~~ of ~~Parent~~this ~~(“Merger Sub”)~~report, ~~entered into an Agreement and Plan of Merger (~~the ~~“Merger~~following ~~Agreement”),~~agreements ~~pursuant~~ to which ~~Merger Sub will merge with and into~~ Paradigm Holdings, ~~with~~ Inc. (“Paradigm”) ~~continuing~~was ~~as the surviving corporation and~~ a ~~wholly~~party ~~owned~~were ~~subsidiary~~terminated: ~~of Parent (the “Merger”).~~

~~The~~(a) ~~aggregate~~Paradigm ~~consideration~~repaid toin befull ~~paid~~all byoutstanding ~~Parent~~indebtedness ~~and~~of Paradigm ~~Merger~~or ~~Sub~~its insubsidiaries ~~the~~for ~~Merger~~borrowed ~~for~~money ~~all~~or in respect of loans or advances under the ~~outstanding~~loan ~~equity~~and ~~interests~~security ofagreement ~~Paradigm~~dated March 13, ~~including~~2007 ~~securities~~among ~~convertible~~Silicon ~~into~~Valley ~~shares~~Bank, ofParadigm and Paradigm’s ~~common~~Solutions ~~stock~~Corporation, ~~par~~as ~~value~~amended ~~$0.01~~by ~~per~~each ~~share~~of (the first ~~“Company~~loan ~~Common~~modification ~~Stock“)~~agreement dated August 11, ~~and~~2008, ~~the~~second ~~Company’s~~loan ~~Senior~~modification ~~Secured~~agreement ~~Subordinated~~dated ~~Notes~~March 18, ~~(the~~2009, ~~“Senior~~third ~~Notes”)~~loan ismodification ~~$61~~agreement dated May 4,~~500~~ 2009,~~000~~ fourth loan modification agreement dated July 2, ~~plus~~2009, ~~the~~fifth loan ~~aggregate~~modification ~~amount~~agreement ofdated ~~Closing~~June 11, ~~Cash~~2010, ~~(as~~and ~~defined~~sixth inloan ~~the~~modification ~~Merger~~agreement ~~Agreement)~~dated May 16, ~~minus~~2011 (collectively, the ~~sum~~“SVB ofloan (iagreement”). ~~the~~The ~~aggregate~~SVB ~~amount~~loan ofagreement ~~outstanding~~and ~~Company~~all ~~Debt~~liens ~~(as~~and ~~defined~~other insecurity ~~the~~interests ~~Merger~~in ~~Agreement)~~favor of ~~(excluding~~Silicon ~~the~~Valley ~~Senior~~Bank ~~Notes)~~were atterminated. ~~the~~Paradigm’s ~~effective~~remaining ~~time~~obligation ofunder the ~~Merger~~SVB ~~and~~loan ~~(ii)~~agreement ~~the~~is ~~Company~~limited ~~Transaction~~to ~~Expenses~~maintaining ~~(as~~a ~~defined~~certificate of deposit in ~~the~~place ~~Merger~~for ~~Agreement)~~90 days that ~~are~~secures ~~unpaid~~potential atcharge ~~the~~backs ~~effective~~for ~~time~~credit ofcard ~~the Merger~~transactions.

At(b) ~~the~~The ~~effective~~Class A ~~time~~Warrants, of the ~~Merger,~~Class ~~each~~B ~~share~~Warrants, ofthe Company ~~Common~~SARs, ~~Stock~~the ~~issued~~Other ~~and~~Company ~~outstanding~~Warrants ~~immediately~~and ~~prior to~~ the ~~effective~~Senior ~~time~~Notes of(as such ~~the~~terms ~~Merger,~~are ~~other~~defined ~~than (i~~below) ~~shares~~, ~~held~~ in ~~the~~each ~~treasury~~case, ofissued ~~the Company and shares owned~~ by ~~Parent,~~Paradigm ~~Merger~~were ~~Sub,~~terminated or ~~any subsidiary of Parent or the Company (which shares will be~~ cancelled) ~~and (ii) shares~~ in ~~respect~~exchange offor ~~which dissenter’s rights have been properly exercised under Chapter 92A of~~ the ~~Nevada Revised Statutes (the “NRS”), will be converted into the~~ right to receive anthe ~~amount~~consideration ~~in cash equal~~ to ~~the “Aggregate Common Merger Consideration” (~~which issuch ~~defined~~security ~~below)~~was ~~divided~~entitled, byif ~~the number of shares of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger (the “Common Merger Consideration”)~~any, ~~without~~in ~~interest. As~~connection ofwith the ~~date of the Merger Agreement, the Common Merger Consideration was estimated to be equal to $0~~merger.~~2913~~ ~~per share.~~

AtItem ~~the effective time of the Merger, each share of Paradigm Series A-1 Senior Preferred Stock, par value $0~~2.01 ~~per~~Completion ~~share~~of ~~(the~~Acquisition ~~“Series A-1 Preferred Stock”),~~ or ~~fraction~~Disposition ~~thereof, issued and outstanding immediately prior to the effective time~~ of the Merger will be converted into the right to receive an amount per share of Series A-1 Preferred Stock (including a proportionate amount for any fractional share) equal to the Liquidation Price (as defined in the Certificate of Designations of the Series A-1 Senior Preferred Stock (the “Certificate of Designations”)) (the “Preferred Share Merger Consideration”).Assets

~~Each~~On ~~option~~September 1, to2011, ~~purchase~~the ~~shares~~transactions ofcontemplated ~~Company~~by ~~Common Stock (~~the ~~“Company~~agreement ~~Options”) which is outstanding~~ and ~~unexercised~~plan ~~immediately prior to the effective time~~ of ~~the~~merger ~~Merger~~dated ~~will be cancelled~~ as of ~~the~~July 25, ~~effective~~2011 ~~time of~~ (the “Merger~~. The~~ ~~holder~~Agreement”) ofenter ~~each~~into ~~Company~~by ~~Option~~and ~~will~~among ~~be entitled only to the right to receive~~Paradigm, CACI, ~~without any interest thereon~~Inc.—Federal, ana ~~amount~~Delaware incorporation ~~cash payable at the time of cancellation of such Company Option equal to the product of~~ (i“Parent”), ~~the~~and ~~excess,~~CACI ifNewco ~~any~~Corporation, ofa ~~the~~Nevada ~~Common~~corporation ~~Merger~~and ~~Consideration~~a ~~over~~wholly ~~the~~owned ~~per~~subsidiary ~~share exercise price~~ of ~~such~~Parent ~~Company~~(“Merger ~~Option~~Sub”), ~~and~~including ~~(ii)~~ the ~~number~~merger of ~~shares~~Merger ofSub ~~Company~~with ~~Common~~and ~~Stock~~into Paradigm, ~~covered~~with byParadigm ~~such~~continuing ~~Company~~as ~~Option~~the ~~(including~~surviving ~~both~~corporation ~~vested~~ and ~~unvested~~a ~~shares)~~wholly asowned ofsubsidiary ~~immediately prior to the effective time~~ of ~~the~~Parent, ~~Merger~~were consummated.

-Under 2the -terms of the articles of merger filed with the Secretary of State of the State of Nevada, the merger was effective on September 1, 2011.

~~Each~~At ~~stock appreciation right warrant (~~the ~~“Company SARs”) which is outstanding immediately prior to the~~ effective time of the ~~Merger~~merger, ~~will~~all beoutstanding ~~cancelled~~shares as of ~~the~~Paradigm’s ~~effective~~common ~~time~~stock, ofpar value ~~the Merger~~$0. ~~The~~01 ~~holder~~per ofshare ~~each~~(the “Company ~~SAR~~Common ~~would~~Stock”), beother ~~entitled~~than ~~only~~(i) shares toheld in the ~~right~~treasury toof ~~receive,~~Paradigm ~~without~~and ~~any~~shares ~~interest~~owned ~~thereon~~by Parent, anMerger ~~amount~~Sub, inor ~~cash~~any ~~payable~~subsidiary ~~at the time~~ of ~~cancellation~~Parent ofor ~~such~~Paradigm ~~Company~~(which ~~SAR~~shares ~~equal~~were tocancelled) ~~the product of~~ and (iii) shares ~~the~~in ~~excess,~~respect ~~if any,~~ of ~~the~~which ~~Common~~dissenter’s ~~Merger~~rights ~~Consideration~~are ~~over~~properly ~~the~~exercised ~~per~~under ~~share~~Chapter ~~exercise~~92A ~~price~~ of ~~such~~the ~~Company~~Nevada ~~SAR~~Revised ~~and~~Statutes, ~~(ii)~~were ~~the~~converted ~~number~~into ofthe ~~shares~~right ofto ~~Company~~receive ~~Common~~$0.2934 ~~Stock~~per ~~with~~share ~~respect~~in tocash ~~which~~(the ~~such~~“Common ~~Company~~Merger Consideration”), ~~SAR~~without isinterest ~~exercisable~~and asless ofany ~~the~~applicable ~~effective~~withholding ~~time of the Merger~~taxes.

AtIn ~~the effective time of the Merger~~addition, ~~pursuant~~at to the Termination Agreement (as defined below), each outstanding Class A Warrant will be cancelled in exchange for the payment to each holder of a Class A Warrant of an amount in cash equal to (x) the greater of (I) the Common Merger Consideration and (II) $0.2913 (the greater of (I) and (II) is referred to as the “Adjusted Common Merger Consideration”) multiplied by (y) the number of shares of Company Common Stock that would have been issuable upon a cashless exercise of such Class A Warrant immediately prior to the effective time of the ~~Merger~~merger ~~based on~~ the ~~Adjusted~~following ~~Common~~occurred: ~~Merger Consideration (the “Series A Preferred Warrant Merger Consideration”).~~

At• ~~the~~Each ~~effective~~share ~~time~~ of ~~the~~Paradigm ~~Merger,~~Series ~~pursuant~~A-1 toSenior ~~the~~Preferred ~~Termination Agreement~~Stock, ~~each~~par ~~outstanding~~value ~~Class~~$0.01 Bper ~~Warrant~~share ~~will~~(the be“Series ~~cancelled~~A-1 inPreferred ~~exchange~~Stock”), ~~for~~or ~~the~~fraction ~~payment~~thereof, toissued ~~each~~and ~~holder~~outstanding ofimmediately aprior ~~Class~~to Bthe ~~Warrant~~effective time of anthe ~~amount~~merger inwas ~~cash~~converted ~~equal~~into ~~to (x)~~ the ~~Adjusted~~right ~~Common~~to ~~Merger~~receive ~~Consideration~~an ~~multiplied~~amount byper ~~(y)~~share ~~the number~~ of ~~shares~~Series ofA-1 ~~Company~~Preferred ~~Common~~ Stock ~~that~~(including ~~would have been issuable upon~~ a ~~cashless~~proportionate ~~exercise~~amount offor ~~such~~any ~~Class~~fractional Bshare) ~~Warrant~~equal ~~immediately prior~~ to the ~~effective~~Liquidation ~~time~~Price of(as ~~the~~defined ~~Merger~~in ~~based on~~ the ~~Adjusted~~Certificate ~~Common~~of ~~Merger~~Designations ~~Consideration~~of (the “Series ~~B Preferred Warrant Merger Consideration”). We refer to the Series~~ A-1 ~~Preferred~~Senior ~~Warrant Merger Consideration and the Series B~~ Preferred ~~Warrant Merger Consideration together as the “Preferred Warrant Merger Consideration”~~Stock).

~~The~~• ~~Merger~~Each ~~Agreement~~option ~~provides that the Company will take the necessary actions~~ to ~~cause~~purchase ~~each~~shares ~~outstanding~~of ~~warrant (excluding~~ Company ~~SARs,~~Common ~~Class~~Stock ~~A Warrants and Class B Warrants)~~ (the “~~Other~~ Company ~~Warrants~~Options”) ~~which~~that iswas ~~issued~~outstanding and ~~outstanding~~unexercised atimmediately prior to the effective time of the ~~Merger~~merger towas becancelled ~~deemed exercised effective~~ as of the effective time of the ~~Merger,~~merger. ~~for~~The ~~cash,~~holder ~~with~~of ~~such~~each ~~cash~~Company ~~deemed~~Option ~~paid~~is ~~via~~entitled only to the ~~Common~~right ~~Merger~~to ~~Consideration~~receive, ~~payable~~without toany ~~such~~interest ~~holders. Other~~thereon, ~~Company~~an ~~Warrants~~amount ~~that~~in ~~have~~cash anequal ~~exercise~~to ~~price~~the ~~less~~product ~~than~~of (i) the ~~Common~~excess, ~~Merger~~if ~~Consideration~~any, ~~will~~of bethe ~~cancelled~~Common ~~and~~Merger ~~terminated~~Consideration atover the ~~effective~~per ~~time~~share ofexercise ~~the~~price ~~Merger.~~of such

~~Each of the~~ Company’s ~~Senior~~Option, ~~Notes that are outstanding as of the effective time of the Merger will be cancelled~~ and ~~the Company will pay to each holder of a Senior Note cash in an amount equal to to the sum of~~ (xii) the ~~aggregate~~number ~~principal~~of ~~amount~~shares of ~~the~~Company ~~Senior~~Common ~~Notes~~Stock ~~held~~covered by such ~~holder~~Company ~~then~~Option ~~outstanding,~~(including ~~together~~both ~~with~~vested ~~any accrued~~ and ~~unpaid~~unvested ~~interest thereon through the effective time of the Merger (calculated at an interest rate of 6% per annum~~shares) ~~and~~as ~~(y) the Present Value~~ of ~~Interest~~immediately ~~(as~~prior ~~defined~~to in the ~~Senior~~effective ~~Notes)~~time ~~with respect to such aggregate principal amount~~ of the ~~Senior Notes then outstanding (collectively, the “Senior Note Merger Consideration”)~~merger.

At• Each stock appreciation right warrant (the “Company SARs”) that was outstanding immediately prior to the effective time of the ~~Merger,~~merger ~~all~~was ~~outstanding~~cancelled ~~restricted~~as ~~stock~~of ~~awards~~the (“effective time of the merger. The holder of each Company ~~Restricted~~SAR ~~Shares”)~~is ~~will~~entitled ~~automatically~~only ~~become~~to ~~fully~~the ~~vested~~right ~~and~~to ~~will~~receive, bewithout ~~paid~~any interest thereon, an amount in cash equal to the ~~same~~product ~~fashion~~of as(i) ~~other~~the excess, if any, of the Common Merger Consideration over the per share exercise price of such Company SAR and (ii) the number of shares of Company Common Stock with respect to which such Company SAR was exercisable as of the effective time of the merger.

~~The~~• ~~Merger~~Each ~~Agreement~~outstanding ~~defines~~Class ~~“Aggregate~~A ~~Common~~Warrant ~~Merger~~was ~~Consideration”~~cancelled asin ~~being~~exchange ~~equal~~for to the ~~amount~~payment ~~determined~~to byeach ~~subtracting~~holder ~~(i)~~thereof ~~the~~of ~~aggregate~~an ~~Preferred~~amount ~~Share~~in ~~Merger~~cash ~~Consideration,~~equal to (iix) ~~the~~$0.2934 ~~aggregate~~multiplied ~~Senior~~by ~~Note Merger Consideration,~~ (~~iii~~y) the ~~aggregate~~number ~~amount~~of toshares ~~which the holders~~ of Company ~~Options,~~Common ~~Company SARs, Other Company Warrants, the Class A Warrants, the Class B Warrants and Company Restricted Shares (collectively, the “Company~~ Stock~~-Based~~ ~~Securities”) are entitled, (iv) the aggregate amount of Company Transaction Expenses~~ that ~~are~~would ~~unpaid~~have atbeen ~~the~~issuable ~~effective~~upon ~~time~~a ofcashless ~~the~~exercise ~~Merger, and (v) the aggregate amount~~ of ~~outstanding~~such ~~Company~~Class ~~Debt~~A ~~(excluding~~Warrant ~~the~~immediately ~~Senior~~prior ~~Notes)~~to at the effective time of the ~~Merger,~~merger ~~from~~based ~~the~~on ~~sum~~an ofexercise ~~(A)~~price ~~$61.5~~equal ~~million~~to ~~and (B) the aggregate amount of Closing Cash~~$0.2934.

-• 3Each -outstanding Class B Warrant was cancelled in exchange for the payment to each holder thereof of an amount in cash equal to (x) $0.2934 multiplied by (y) the number of shares of Company Common Stock that would have been issuable upon a cashless exercise of such Class B Warrant immediately prior to the effective time of the merger based on an exercise price equal to $0.2934.

~~The~~• ~~completion~~Each ofwarrant (other than the ~~Merger~~Company isSARs, ~~subject~~Class toA ~~the~~Warrants ~~satisfaction~~and orClass ~~waiver~~B ofWarrants) ~~certain~~(the ~~conditions,~~“Other ~~including,~~Company ~~among~~Warrants”) ~~other~~that ~~things,~~was outstanding immediately prior to the ~~adoption~~effective time was deemed exercised effective as of the ~~Merger~~effective ~~Agreement~~time byfor cash, with such cash deemed paid via the ~~Company’s~~Common ~~stockholders,~~Merger ~~which~~Consideration ~~was~~payable ~~effected~~to onsuch ~~July~~holders. ~~25,~~Pursuant ~~2011~~to byan ~~the~~agreement ~~written~~to ~~consent~~clarify the intent of the ~~holders~~Merger ofAgreement ~~securities~~executed ~~representing~~on ~~104~~August 31,~~829,858~~ ~~votes~~2011, orthe ~~approximately~~Other ~~92.43%~~Company ofWarrants ~~the~~that ~~votes~~had ~~entitled~~an toexercise beprice ~~cast~~more ~~with~~than ~~respect~~the toCommon ~~the~~Merger ~~adoption~~Consideration were cancelled and ~~approval~~terminated ofat the ~~Merger~~effective ~~Agreement~~time of the merger.

~~The~~• ~~Merger~~Each ~~Agreement~~of ~~contains~~the ~~customary~~Company’s ~~termination~~Senior ~~provisions,~~Secured ~~including,~~Subordinated ~~without~~Notes ~~limitation,~~(the “Senior Notes”) that was outstanding as of the ~~Merger~~effective ~~Agreement~~time ~~may~~of bethe ~~terminated~~merger bywas ~~either~~cancelled and the Company orpaid ~~Parent~~each ifholder ~~the~~thereof ~~Merger~~cash ~~has~~in ~~not~~an ~~been~~amount ~~consummated~~equal byto the ~~close~~sum of ~~business~~(x) onthe ~~November~~aggregate ~~10,~~principal ~~2011~~amount of the Senior Notes held by such holder then outstanding, ~~other~~together ~~than~~with ~~due~~any toaccrued and unpaid interest thereon through the ~~failure~~effective time of the ~~terminating~~merger ~~party~~(calculated toat ~~fulfill~~an ~~its~~interest ~~obligations~~rate ~~under~~of 6% per annum) and (y) the ~~Merger~~Present ~~Agreement.~~Value ~~The~~of ~~Merger~~Interest ~~Agreement~~(as ~~requires~~defined in the ~~Company~~Senior toNotes) ~~pay~~with arespect ~~$1,537,500~~to ~~termination~~such ~~fee~~aggregate toprincipal ~~Parent~~amount ~~under~~of ~~certain~~the ~~limited~~Senior ~~circumstances~~Notes then outstanding.

~~The~~• ~~Merger~~All ~~Agreement~~outstanding ~~contains~~restricted ~~customary~~stock ~~representations~~awards ~~and~~were ~~warranties~~automatically ~~made~~fully byvested ~~the Company, Parent~~ and ~~Merger~~will ~~Sub. In~~be ~~addition,~~entitled ~~the Company has agreed~~ to ~~various covenants in~~ the Common Merger ~~Agreement,~~Consideration ~~including, among other things, covenants to continue to conduct its business~~ in the ~~ordinary~~same ~~course~~fashion ~~and~~as inother ~~accordance~~shares ~~with past practices and not to take certain actions prior to the closing~~ of ~~the~~Company ~~Merger~~Common ~~without the prior consent of Parent~~Stock.

~~Termination~~Item ~~Agreement~~3.03 Material Modification to Rights of Security Holders

OnThe ~~July~~information ~~25,~~provided ~~2011,~~ in connection with the execution of the Merger Agreement, the Company, Parent, Hale Capital Partners, LP (“Hale Capital”) and EREF PARA, LLC (“EREF PARA” and together with Hale Capital, the “Holders”) entered into the Preferred Stock, Warrant and Note Termination Agreement (the “Termination Agreement”)Item 2. ~~The~~01 ~~Termination Agreement, among other things, (i) provides for the cancellation~~ of ~~the~~this ~~shares~~report ofis ~~Series~~incorporated ~~A-1~~herein ~~Preferred Stock, Class A Warrants, Class B Warrants and Senior Notes held~~ by the Holders in exchange for the right to receive the Preferred Share Merger Consideration, the Preferred Warrant Merger Consideration and the Senior Note Merger Consideration, respectively, and (ii) restricts the transfer of the Series A-1 Preferred Stock, Class A Warrants, Class B Warrants and Senior Notes except under certain limited circumstancesreference. . Pursuant to the Termination Agreement, the Company remains obligated to make certain payments and redemptions pursuant to the terms of the Series A-1 Preferred Stock, the Class A Warrants, the Class B Warrants, the Senior Notes and Certificate of Designations until the effective time of the Merger.

~~The~~Item Preferred Share Merger Consideration, Preferred Warrant Merger Consideration and the Senior Note Merger Consideration are potentially less favorable to the Holders than what their rights would have been upon the Merger under the terms of the Series A-1 Preferred Stock, the Senior Notes, the Class A Warrants and the Class B Warrants5. ~~The~~01 ~~Termination~~Changes Agreement also provides that until the earlier of the effective time of the Merger or the termination of the Merger Agreement, that, and for so long as certain specified events do not occur, the Holders will refrain from exercising any of their rights or remedies that may exist as a result of any Event of Default (as such term is defined in ~~the~~Control ~~Senior Notes and the Certificate~~ of Designations, as applicable). In consideration of these agreements by the Holders, the Termination Agreement provides that the Company will reimburse the Holders’ reasonable legal fees in connection with the contemplated transactions.Registrant

~~Martin~~The ~~Hale,~~information aprovided ~~member~~in Item 2.01 of this report is incorporated herein by reference. The aggregate consideration paid by Parent and Merger Sub in the ~~Company’s~~merger ~~Board~~for all of ~~Directors~~the outstanding equity interests of Paradigm and the Senior Notes was $61,500,000, isplus the ~~Chief~~aggregate ~~Executive~~amount ~~Officer~~of Closing Cash (as defined in the Merger Agreement), minus the sum of ~~each~~(i) the aggregate amount of ~~Hale~~outstanding ~~Capital~~Company Debt (as defined in the Merger Agreement) (excluding the Senior Notes) at the effective time of the merger and ~~Hale~~(ii) the ~~Fund~~Company ~~Management,~~Transaction ~~LLC,~~Expenses (as defined in the ~~managing~~Merger ~~member~~Agreement) that were unpaid at the effective time of ~~EREF~~the ~~PARA~~merger. The source of

- funds 4for -the cash consideration was readily available funds. Upon the effective time of the merger, the merger constituted a change of control of Paradigm, resulting in Paradigm becoming a wholly owned subsidiary of Parent.

~~Support~~Item ~~Agreements~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

OnAll ~~July~~of ~~25, 2011,~~ the ~~Company~~members ~~and~~of ~~Parent~~Paradigm’s ~~entered~~board ~~into Stockholder Support Agreements with each~~ of ~~the~~directors ~~Holders,~~resigned ~~Raymond~~from ~~Huger, John Moore (together with his spouse), Peter LaMontagne, Richard Sawchak, Robert Boakai, Anthony Verna and Diane Moberg (~~the ~~“Stockholder~~board ~~Support~~as ~~Agreements”). The Stockholder Support Agreements, among other things, (i) require the execution~~ of the ~~Merger~~effective ~~Consent~~time ~~(as~~of ~~defined below) by~~ the ~~stockholder,~~merger. ~~(ii)~~As ~~require that in the event~~ of ~~a stockholder meeting such stockholder will vote in favor of~~ the effective ~~Merger,~~time the Merger Agreement and the transactions contemplated by the Merger Agreement and against any adverse proposal, (iii) appoints Parent or its designee as such stockholder’s proxy and attorney-in-fact to vote such stockholder’s shares in favor of the ~~Merger~~merger, ~~the~~J. ~~Merger~~P. ~~Agreement~~London and ~~the~~Warren ~~transactions~~R. ~~contemplated~~Phillips bybecame the ~~Merger~~sole ~~Agreement~~members ~~and against any adverse proposal, (iv) restricts the transfer~~ of ~~such stockholder~~Paradigm’s ~~shares~~board ~~and (v) provides a general release, effective as~~ of ~~the Merger, of certain claims against the Company and certain other identified persons and entities~~directors.

~~Indemnification~~In ~~Agreements~~addition, as of the effective time of the merger, the executive officers of Paradigm resigned from all offices. As of the effective time of the merger, Paul M. Cofoni will serve as Chief Executive Officer of Paradigm, William M. Fairl will serve as President of Paradigm, Daniel D. Allen will serve as Chief Operating Officer of Paradigm, and Thomas A. Mutryn will serve as Executive Vice President & Chief Financial Officer of Paradigm. Peter LaMontagne, Anthony Verna, Robert Boakai and Diane Moberg continue to serve Paradigm’s business as employees of a Paradigm subsidiary.

OnMr. Cofoni, ~~July~~age 2562, ~~2011,~~is the ~~Company~~President ~~entered~~and ~~into~~Chief ~~Indemnification~~Executive ~~Agreements~~Officer ~~(the “Indemnification Agreements”) with each~~ of ~~the~~CACI ~~current~~International ~~members~~Inc, ofa ~~the~~position ~~Board~~he ofhas ~~Directors~~held ofsince ~~the~~July ~~Company and Richard Sawchak~~2007, ~~the Company’s Senior Vice President~~ and ~~Chief~~has ~~Financial~~been ~~Officer.~~a ~~Among~~director ~~other~~of ~~things,~~CACI ~~the~~International ~~Indemnification~~Inc ~~Agreements~~since ~~require the Company to indemnify the directors and~~ 2006. Mr. Cofoni ~~Sawchak~~joined CACI in ~~the~~2005 ~~event of certain proceedings and to advance expenses~~ as ~~provided~~President, inU.S. ~~the Indemnification Agreements~~Operations.

~~The~~Mr. Fairl, ~~foregoing~~age ~~description~~62, ofhas ~~the~~served ~~terms~~as ofPresident, ~~the Merger Agreement~~U.S. Operations, ~~the~~of ~~Termination~~Parent ~~Agreement~~since July 1, ~~the~~2007. ~~Stockholder~~He ~~Support~~previously ~~Agreements~~held ~~and~~ the ~~Indemnification~~following ~~Agreements~~positions ~~are~~with ~~not~~Parent: ~~complete~~Chief ~~and~~Operating ~~are~~Officer, ~~qualified~~April in2005 ~~their~~through ~~entirety~~June by2007, ~~reference~~Acting toChief ~~the~~Operating ~~Merger Agreement~~Officer, ~~the~~2004 ~~Termination~~to ~~Agreement~~2005, ~~the~~Executive ~~Stockholder~~Vice ~~Support Agreements and the Indemnification Agreements~~President, ~~copies~~2001 orto ~~forms~~2004; Senior ofVice ~~which~~President ~~are~~1998 ~~attached as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4~~ to ~~this Current Report on Form 8-K and incorporated herein by reference~~2001.

~~Item 1~~Mr.02 Mutryn, ~~Termination~~age 57, has served as Executive Vice President, Chief Financial Officer and Treasurer of aCACI ~~Material~~International ~~Definitive~~Inc ~~Agreement~~since April 2007. He previously held the following positions with CACI International Inc: Acting Chief Financial Officer and Treasurer, January 2007 to April 2007; Executive Vice President, Corporate Development, September 2006 to January 2007.

~~The~~Mr. Allen, ~~information~~age ~~set~~51, ~~forth~~has inserved ~~Item~~as 1Chief Operating Officer of CACI International Inc since March 2011.01 ~~above~~Prior ~~regarding~~to ~~the~~joining ~~Termination~~CACI ~~Agreement~~International isInc ~~hereby~~and ~~incorporated~~since 2004, he was employed by ~~reference~~Northrop inGrumman ~~this~~Information ~~Item~~Systems, 1where he served as the Sector Vice President and General Manager of the company’s Intelligence Systems Division.~~02.~~

Item 25.03 ~~Creation~~Amendments ofto aArticles ~~Direct~~of ~~Financial~~Incorporation ~~Obligation~~ or anBylaws; ~~Obligation~~Change ~~under~~in anFiscal ~~Off-Balance Sheet Arrangement of a Registrant.~~Year

~~The~~At ~~information~~the ~~set~~effective ~~forth~~time of the merger, the articles of incorporation and bylaws of Paradigm were amended to be in ~~Item~~the 1form of the articles of incorporation and bylaws of Merger Sub.01 ~~above~~The ~~regarding~~articles ~~the~~of incorporation ~~Termination~~and ~~Agreement~~the isbylaws, ~~hereby~~as ~~incorporated~~amended, byare ~~reference~~attached inas ~~this~~Exhibits ~~Item~~3.1 and 3.2, respectively, and incorporated herein by reference.~~03.~~

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 1.01 above is hereby incorporated by reference in this Item 5.02.

On July 21, 2011, the Board of Directors confirmed that the Company SARs are exercisable into 15% of the Company’s shares of Company Common Stock on a fully-diluted basis, calculated assuming the full exercise of all the Company’s warrants, stock options and stock appreciation rights, except for the Class A Warrants and Class B Warrants, which would be treated as cashless exercised (i.e., netting the fully-diluted number of shares for the exercise price as if shares of Company Common Stock were issued in an amount equal to the spread between the price of the Company Common Stock and the exercise price).

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The following table shows the consideration expected to be paid to each of Peter LaMontagne, Richard Sawchak, Anthony Verna, Robert Boakai and Diane Moberg with respect to Company SARs held by such officers as of the execution date of the Merger Agreement. The amount of consideration that such officers would be entitled to receive is based on estimated Common Merger Consideration of $0.2913 per share.

	SAR
Names	Consideration
Peter LaMontagne	$	2,136,716
Richard Sawchak	$	821,814
Anthony Verna	$	601,652
Robert Boakai	$	601,652
Diane Moberg	$	601,652

Upon the closing of the Merger, the Company intends to make payments to Peter LaMontagne, Richard Sawchak, Robert Boakai and Diane Moberg in the aggregate amount of $1,760,016 as a “gross up” in connection with certain potential tax obligations of such persons.

The Merger Agreement anticipates the termination of Richard Sawchak, the Company’s Senior Vice President and Chief Financial Officer, prior to the closing of the Merger. The Company has determined that Richard Sawchak's severance payment amount pursuant to his offer letter would be approximately $170,000, which is payable in addition to the consideration set forth above.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 25, 2011, following execution of the Merger Agreement, the holders of securities representing 104,829,858 votes, or approximately 92.43% of the votes entitled to be cast with respect to the adoption and approval of the Merger Agreement, delivered a written consent (the “Merger Consent”) approving the Merger Agreement within the meaning of Section 92A.120(5) of the NRS and the transactions contemplated by the Merger Agreement, including, without limitation, the Merger. No further approval of the stockholders of the Company is required to approve and adopt the Merger Agreement and the transactions contemplated thereby.

Item 9.01

Financial Statements and Exhibits.

(a) Not applicable


Exhibit		Description

2.1		Agreement and Plan of Merger dated July 25, 2011 among Paradigm Holdings, Inc., CACI, Inc.—Federal and CACI Newco Corporation (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed July 27, 2011 and incorporated herein by reference).

2.2		Written Consent Regarding Section 3.4(e) of Agreement and Plan of Merger

3.1		Amended and Restated Articles of Incorporation of Paradigm Holdings, Inc.

3.2		Amended Bylaws of Paradigm Holdings, Inc.

(b) Not applicable

(d) Exhibits.

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Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger dated July 25, 2011 among Paradigm Holdings, Inc., CACI, Inc.—Federal and CACI Newco Corporation
10.1		Preferred Stock, Warrant and Note Termination Agreement dated July 25, 2011 among Paradigm Holdings, Inc., CACI, Inc.—Federal, Hale Capital Partners, LP and EREF PARA, LLC
10.2		Form of Stockholder Support Agreement among Paradigm Holdings, Inc., CACI, Inc.—Federal and the applicable stockholder: Raymond Huger, John Moore (together with his spouse), Peter LaMontagne, Richard Sawchak, Robert Boakai, Anthony Verna or Diane Moberg
10.3		Stockholder Support Agreement dated July 25, 2011 among Paradigm Holdings, Inc., CACI, Inc.—Federal, Hale Capital Partners, LP and EREF PARA, LLC
10.4		Form of Indemnification Agreement for the Chief Financial Officer and members of the Board of Directors of Paradigm Holdings, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PARADIGM HOLDINGS, INC. By: /s/Peter LaMontagne Peter LaMontagne President and Chief Executive Officer


Date: September 7, 2011	PARADIGM HOLDINGS, INC.

	By:	/s/ Thomas A. Mutryn
	Name:	Thomas A. Mutryn
	Title:	Executive Vice President & Chief Financial Officer

Date: July 27, 2011

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EXHIBIT INDEX

Exhibit No.		Description of Exhibit
Exhibit		Description
2.1		Agreement and Plan of Merger dated July 25, 2011 among Paradigm Holdings, Inc., CACI, Inc.—Federal and CACI Newco Corporation (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed July 27, 2011 and incorporated herein by reference).
10.1		Preferred Stock, Warrant and Note Termination Agreement dated July 25, 2011 among Paradigm Holdings, Inc., CACI, Inc.—Federal, Hale Capital Partners, LP and EREF PARA, LLC
2.2		Written Consent Regarding Section 3.4(e) of Agreement and Plan of Merger
10.2		Form of Stockholder Support Agreement among Paradigm Holdings, Inc., CACI, Inc.—Federal and the applicable stockholder: Raymond Huger, John Moore (together with his spouse), Peter LaMontagne, Richard Sawchak, Robert Boakai, Anthony Verna or Diane Moberg
3.1		Amended and Restated Articles of Incorporation of Paradigm Holdings, Inc.
10.3		Stockholder Support Agreement among Paradigm Holdings, Inc., CACI, Inc.—Federal, Hale Capital Partners, LP and EREF PARA, LLC
3.2		Amended Bylaws of Paradigm Holdings, Inc.
10.4		Form of Indemnification Agreement for the Chief Financial Officer and members of the Board of Directors of Paradigm Holdings, Inc.

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