SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

November 14, 2007
(Date of Report)

CACI International Inc
(Exact name of registrant as specified in its Charter)

Delaware
 
001-31400
 
54-1345899
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)

1100 N. Glebe Road
Arlington, Virginia 22201
(Address of Principal executive offices)(ZIP code)

(703) 841-7800
(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:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the exchange Act (17 CFR 240.14d-2(b))
   
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




ITEM 5.02(a)
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On November 9, 2007, Peter A. Derow, who has served on the Board of Directors of CACI International Inc since 2000 and is a nominee for election at the forthcoming Annual Meeting of Stockholders, informed CACI that if elected to the Board, he would resign from the Board effective immediately following the Annual Meeting, on November 14, 2007. Mr. Derow currently serves as a member of the audit committee and compensation committee, and is chairman of the investor relations committee.

CACI understands that Mr. Derow has disagreed, on governance grounds, with the fact that it is expected that a member of management, Dr. J.P. London, CACI's Executive Chairman, will become chairman of the investor relations committee following the Annual Meeting. Neither CACI's investor relations committee charter, by-laws, corporate governance policies or practices nor, to CACI's knowledge, any law, regulation, or New York Stock Exchange listing requirement precludes any director from serving in the capacity of chairman of the investor relations committee. CACI believes that the selection of the investor relations committee chairman is within the discretion of the Board of Directors, acting in the best interests of the company and its stockholders.

Mr. Derow provided a letter to CACI discussing his resignation, which letter is filed as an exhibit to this report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibit
Exhibit 99 Resignation of Peter A. Derow from CACI's Board of Directors.




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

CACI International Inc
Registrant


By:
 /s/   Arnold D. Morse
Arnold D. Morse
Senior Vice President,
Chief Legal Officer and
Secretary

Exhibit 99

Dr. J.P.London
Chairman of the Board
CACI International Inc.

Dear Jack,

It is with great sadness that I write to tell you that if elected to the Board of Directors following the election on November 14, 2007, I hereby resign from the board. My resignation is therefore "effective" following the 2006-2007 term, but before the organizational meeting of the Board for the 2007-2008 term. I will not be joining you at the annual meeting, as I believe it would be most inappropriate.

I have greatly enjoyed my many years of service at CACI, in no small part due to the opportunity to have worked with a wonderful group of people at the Company and on the board. From my first exposure to John Toups, Richard Sullivan, Vince Salvatore and Bill Snyder through the current members, these have been years of stimulation and satisfaction.

I am both disappointed and relieved to be resigning. In fact, I well remember the question asked of all board members at the time the slate was prepared, "If elected are you prepared to serve?", and I realize that through this resignation, I have not honored that commitment. But, without reciting our basic differences regarding what I regard as "best corporate governance practices", I made that commitment reasonably assuming that the rules of engagement would remain the same. Your assumption of a board committee chairmanship changes things fundamentally.

Interestingly, the importance of "good governance" and the effective separation of board responsibilities were first brought home to me when I served on the CBS, Inc. Board of Directors some 31 years ago in 1976. Having been the founder of CBS, Bill Paley was then chairman and a major shareholder. He, too, was extremely frustrated by the price of the Company's shares during a significant period of company and market disequilibrium. Fortunately, however, not only did the board persuade Bill to be patient, but it also persuaded him that in the long term, the Company would be rewarded by good governance, and indeed it was.

Stated simply, over the years, this has been a core principle for me. Kind of part of my "corporate DNA".

So I say thank you for the opportunity to participate in a very small way in the creation of a very important company. I'm grateful and wish you and the entire CACI team continued success.

Sincerely,

Peter A. Derow
November 9, 2007