UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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)
|
|
JUNE
30, 2010
|
(Date
of event which requires filing of this
statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[
].
CUSIP
No.
127190304
|
13D
|
Page
2
|
1
|
NAME
OF REPORTING PERSON:
|
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:
|
1,694,342
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
SHARED
DISPOSITIVE POWER:
|
1,694,342
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,694,342
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
5.6%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
PN
|
|
CUSIP
No.
127190304
|
13D
|
Page
3
|
1
|
NAME
OF REPORTING PERSON:
|
Blue
Harbour Strategic Value Partners Master Fund, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS:
|
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d)
OR 2(e):
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Cayman
Islands, British West Indies
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
|
0
|
|
8
|
SHARED
VOTING POWER:
|
1,128,095
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
SHARED
DISPOSITIVE POWER:
|
1,128,095
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,128,095
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
[X]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
3.7%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
PN
|
|
The
aggregate amount in Row 11 excludes shares directly and beneficially owned by
Blue Harbour Institutional Partners Master Fund, L.P.
CUSIP
No.
127190304
|
13D
|
Page
4
|
1
|
NAME
OF REPORTING PERSON:
|
Blue
Harbour Institutional Partners Master Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS:
|
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d)
OR 2(e):
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Cayman
Islands, British West Indies
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
|
0
|
|
8
|
SHARED
VOTING POWER:
|
566,247
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
SHARED
DISPOSITIVE POWER:
|
566,247
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
566,247
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
[X]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
1.9%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
PN
|
|
The
aggregate amount in Row 11 excludes shares directly and beneficially owned by
Blue Harbour Strategic Value Partners Master Fund, LP
CUSIP
No.
127190304
|
13D
|
Page
5
|
1
|
NAME
OF REPORTING PERSON:
|
Blue
Harbour GP, 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:
|
1,694,342
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
SHARED
DISPOSITIVE POWER:
|
1,694,342
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,694,342
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
5.6%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
OO
|
|
CUSIP
No.
127190304
|
13D
|
Page
6
|
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:
|
1,694,342
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
SHARED
DISPOSITIVE POWER:
|
1,694,342
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,694,342
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
5.6%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
OO
|
|
CUSIP
No.
127190304
|
13D
|
Page
7
|
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:
|
1,694,342
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
SHARED
DISPOSITIVE POWER:
|
1,694,342
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,694,342
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
5.6%
|
|
14
|
TYPE
OF REPORTING PERSON:
|
IN
|
|
ITEM
1. SECURITY AND ISSUER
The title
and class of equity security to which this Statement on Schedule 13D relates is
the common stock, par value $.10 per share (“Common Stock”), of CACI
International Inc, a Delaware corporation (the “Company”). The
address of the Company’s principal executive offices is 1100 North Glebe Road,
Arlington, VA 22201.
ITEM
2. IDENTITY AND BACKGROUND.
This
Statement on Schedule 13D is being filed by and on behalf of Blue Harbour Group,
LP, a Delaware limited partnership (“Manager”), Blue Harbour Strategic Value
Partners Master Fund, LP, a Cayman Islands exempted limited partnership (the
“Fund”), Blue Harbour Institutional Partners Master Fund, L.P., a Cayman Islands
exempted limited partnership (“BHIP” and, together with the Fund, the “Funds”),
Blue Harbour GP, LLC, a Delaware limited liability company (“Fund GP”), Blue
Harbour Holdings, LLC, a Delaware limited liability company (“Manager GP”), and
Clifton S. Robbins, a citizen of the United States of America (“Mr.
Robbins”). Manager, the Fund, BHIP, Fund GP, Manager GP and Mr.
Robbins are herein sometimes referred to each as a “Reporting Person” and
collectively as the “Reporting Persons.”
The
address of the principal office of each of Manager, the Fund, BHIP, Manager GP
and Fund GP is 646 Steamboat Road, Greenwich, Connecticut 06830, and Mr.
Robbins’ business address is c/o Manager at the foregoing
address. Mr. Robbins is the Chief Executive Officer of
Manager.
Each of
the Fund and BHIP is principally involved in the business of investing in
securities. Fund GP is principally involved in the business of
serving as the general partner of the Funds. Manager is principally
involved in the business of providing investment advisory and investment
management services to the Funds and its affiliates and, among other things,
exercises all voting and other powers and privileges attributable to any
securities held for the account of each of the Funds. Manager GP is
principally involved in the business of serving as the general partner of
Manager.
During
the last five years, none of the Reporting Persons nor, to the best of their
knowledge, any of their officers and directors, has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The
1,694,342 shares of Common Stock reported herein by the Reporting Persons were
acquired by the Funds for an aggregate purchase price of approximately
$70,861,259 (excluding brokerage commissions). The shares of Common
Stock that are reported on this Statement on Schedule 13D were acquired with
working capital of each of the Funds, which at any given time may include funds
borrowed on margin in the ordinary course and on customary terms.
ITEM
4. PURPOSE OF TRANSACTION.
The
Reporting Persons have acquired the Company’s Common Stock for investment
purposes, and such purchases have been made in the Reporting Persons’ ordinary
course of business.
8
In
pursuing such investment purposes, the Reporting Persons may further purchase,
hold, vote, trade, dispose or otherwise deal in the securities of the Company at
times, and in such manner, as they deem advisable to benefit from changes in
market prices of such securities, changes in the Company’s operations, business
strategy or prospects, or from a sale or merger of the Company. To evaluate such
alternatives, the Reporting Persons will routinely monitor the Company’s
operations, prospects, business development, management, competitive and
strategic matters, capital structure, and prevailing market conditions, as well
as alternative investment opportunities, liquidity requirements of the Reporting
Persons and other investment considerations.
Consistent
with its investment research process, the Reporting Persons may engage in
communications regarding such matters with members of management and the Board
of Directors of the Company, other current or prospective shareholders, industry
analysts, existing or potential strategic partners or competitors, investment
and financing professionals, sources of credit and other investors. Such factors
and discussions may materially affect, and result in, the Reporting Persons
modifying their ownership of securities of the Company, exchanging information
with the Company pursuant to appropriate confidentiality or similar agreements,
proposing changes in the Company’s operations, governance or capitalization, or
in proposing one or more of the other actions described in subsections (a)
through (j) of Item 4 of Schedule 13D.
The
Reporting Persons reserve the right to formulate other plans and/or make other
proposals, and take such actions with respect to their investment in the
Company, including any or all of the actions set forth in paragraphs (a) through
(j) of Item 4 of Schedule 13D, or acquire additional securities of the Company
or dispose of all the securities of the Company beneficially owned by them, in
public market or privately negotiated transactions. The Reporting Persons may at
any time reconsider and change their plans or proposals relating to the
foregoing.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
(a) –
(b) The
responses of the Reporting Persons to Rows (7) through (13) of the cover pages
of this Statement on Schedule 13D are incorporated herein by
reference. As of the close of business on the date of this Statement,
the Fund beneficially owns an aggregate of 1,128,095 shares of Common Stock,
representing approximately 3.7% of the outstanding shares of Common Stock, and
BHIP beneficially owns an aggregate of 566,247 shares of Common Stock,
representing approximately 1.9% of the outstanding shares of Common
Stock. As of the date of this Statement, the 1,694,342 shares of
Common Stock beneficially owned, in the aggregate, by the Funds, which shares of
Common Stock may be deemed to be beneficially owned by each of the Fund GP,
Manager, Manager GP, and Mr. Robbins, represent approximately 5.6% of the
outstanding shares of Common Stock. All percentages set forth in this
paragraph are based on 30,236,424 shares of Common Stock outstanding as of May
3, 2010, as set forth in the Company’s Quarterly Report on Form 10-Q for the
Company’s fiscal quarterly period ended March 31, 2010.
The Fund
is the direct owner of 1,128,095 shares of Common Stock reported on this
Statement and BHIP is the direct owner of 566,247 shares of Common Stock
reported on this Statement. For purposes of disclosing the number of
shares beneficially owned by each of the Reporting Persons, Fund GP, as general
partner of the Funds, Manager, as the investment manager of the Funds, Manager
GP as the general partner of Manager, and Mr. Robbins, as controlling owner of
Fund GP and Manager GP (in addition to serving as Chief Executive Officer of
Manager) may be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that
are owned beneficially and directly by the Funds. Each of Fund GP,
Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such
shares for all other purposes. The Fund and BHIP each disclaim
beneficial ownership of the shares held directly by the other.
9
(c) Except
as set forth above or in the attached Schedule I, no Reporting Person has
effected any transaction in shares of Common Stock during the sixty (60) days
preceding the date of this Statement.
(d) Not
applicable.
(e) Not
applicable.
ITEM
6.
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Except as set forth herein, there are
no contracts, arrangements, understandings or relationships among the persons
named in Item 2 or between such persons and any other person with respect to the
Common Stock.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
1
|
Agreement
as to Joint Filing of Schedule 13D, dated July 7, 2010, by and among
Manager, the Fund, BHIP, Fund GP, Manager GP and Mr.
Robbins.
|
10
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated:
July 7, 2010
|
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 STRATEGIC VALUE
PARTNERS
MASTER FUND, LP
|
|
|
|
|
|
|
By:
|
Blue
Harbour GP, LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Clifton
S. Robbins
|
|
|
|
Name:
Clifton S. Robbins
|
|
|
|
Title:
Managing Member
|
|
|
|
BLUE
HARBOUR INSTITUTIONAL PARTNERS
MASTER
FUND, L.P.
|
|
|
|
|
|
|
By:
|
Blue
Harbour GP, LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Clifton
S. Robbins
|
|
|
|
Name:
Clifton S. Robbins
|
|
|
|
Title:
Managing Member
|
|
|
|
BLUE
HARBOUR GP, LLC
|
|
|
|
|
|
|
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
|
|
|
|
By:
|
/s/ Clifton
S. Robbins
|
|
|
|
Clifton
S. Robbins
|
|
|
|
|
|
|
|
|
|
Transactions
in Shares of Common Stock by Reporting Persons
Reporting
Person
|
Date
|
Transaction
|
Number
of Shares of Common Stock
|
Price
Per Share*
|
Fund
|
5/6/2010
|
Purchase
|
13,400
|
47.51
|
BHIP
|
5/6/2010
|
Purchase
|
6,600
|
47.51
|
Fund
|
5/7/2010
|
Purchase
|
6,922
|
46.93
|
BHIP
|
5/7/2010
|
Purchase
|
3,378
|
46.93
|
Fund
|
5/20/2010
|
Purchase
|
15,092
|
47.50
|
BHIP
|
5/20/2010
|
Purchase
|
7,410
|
47.50
|
Fund
|
5/21/2010
|
Purchase
|
71,600
|
46.97
|
BHIP
|
5/21/2010
|
Purchase
|
30,898
|
46.97
|
BHIP
|
6/4/2010
|
Purchase
|
5,800
|
45.99
|
Fund
|
6/30/2010
|
Purchase
|
73,700
|
42.79
|
BHIP
|
6/30/2010
|
Purchase
|
36,300
|
42.79
|
Fund
|
7/1/2010
|
Purchase
|
44,988
|
42.09
|
BHIP
|
7/1/2010
|
Purchase
|
31,012
|
42.09
|
Fund
|
7/2/2010
|
Purchase
|
8,287
|
41.98
|
BHIP
|
7/2/2010
|
Purchase
|
5,713
|
41.98
|
* Shares
of Common Stock were sold or purchased (as applicable) over the day, and the
aggregate amount and average price (excluding brokerage commissions) are
indicated.
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