SEC Info - Caci International Inc./DE, et al. - ‘3’ for 7/25/11 re: Paradigm Holdings, Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CACI, INC.-FEDERAL

(Last)

(First)

(Middle)

1100 N. GLEBE ROAD

(Street)

ARLINGTON

22201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
7/25/11

3. Issuer Name and Ticker or Trading Symbol
Paradigm Holdings, Inc [ PDHO.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0 ⁽¹⁾	I	See Explanation of Responses ⁽²⁾ ⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

CACI, INC.-FEDERAL

(Last)

(First)

(Middle)

1100 N. GLEBE ROAD

(Street)

ARLINGTON

22201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CACI INTERNATIONAL INC /DE/

(Last)

(First)

(Middle)

1100 N. GLEBE ROAD

(Street)

ARLINGTON

22201

(City)

(State)

(Zip)

Explanation of Responses:

(1) 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.

(2) 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)

(3) 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.

	/s/ Arnold D. Morse, Sr. VP, Chief Legal Officer and Secretary for CACI, INC. - FEDERAL	8/3/11
	/s/ Arnold D. Morse, Sr. VP, Chief Legal Officer and Secretary for CACI International Inc	8/3/11
	** Signature of Reporting Person	Date
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Caci International Inc./DE, et al. – ‘3’ for 7/25/11 re: Paradigm Holdings, Inc.

On: Wednesday, 8/3/11, at 6:41pm ET · For: 7/25/11 · As: 10% Owner · Accession #: 1181431-11-43729 · File #: 0-09154

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Caci International Inc./DE, et al. – ‘3’ for 7/25/11 re: Paradigm Holdings, Inc.

On: Wednesday, 8/3/11, at 6:41pm ET · For: 7/25/11 · As: 10% Owner · Accession #: 1181431-11-43729 · File #: 0-09154

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents