8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

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

Date of Report: May 5, 2006

Science Applications International Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

 

0-12771   95-3630868
(Commission File Number)   (I.R.S. Employer Identification No.)

10260 Campus Point Drive, San Diego, CA 92121

(Address of Principal Executive Offices) (Zip Code)

(858) 826-6000

(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))

 

FORM 8-K

 

Item 8.01. Other Events and Regulation FD Disclosure.

Stock Price Established May 5, 2006

On May 5, 2006, the Board of Directors of SAIC established the price of SAIC’s Class A Common Stock at $48.06 per share. Pursuant to SAIC’s Certificate of Incorporation, the price applicable to shares of Class B Common Stock is equal to twenty times the price of the Class A Common Stock.

The price of the Class A Common Stock is established by the Board of Directors pursuant to a valuation process which includes a stock price formula and valuation input from an independent appraisal firm. The following table sets forth information concerning the formula price for the Class A Common Stock, the applicable price for the Class B Common Stock and each of the variables contained in the formula, including the market factor, in effect for the periods beginning on the dates indicated. The values of the variables of the stock price formula presented in the following table reflect the financial data that existed at the time of each stock price determination. The Board of Directors sets the market factor at the value which causes the formula to yield the price which the Board of Directors believes reflects a fair market value.

 

Date

    “M” or
Market
Factor		    “E” or Adjusted
Stockholders’
Equity(1)		    “W1” or
Shares
Outstanding(2)		   

“P” or

Adjusted

Earnings(3)

    “W” or
Weighted Avg.
Shares
Outstanding(4)		    Price
Per Share
of Class A
Common
Stock		   

Price

Per Share
of Class B
Common
Stock

    Percentage
Price
Change(5)		  

May 5, 2006

    2.90    $ 2,813,647,000    175,219,381    $ 350,386,000    179,717,826    $ 48.06    $ 961.20    9.4 %

January 6, 2006

    2.90    $ 2,838,178,000    179,685,724    $ 311,605,000    181,872,078    $ 43.92    $ 878.40    0 %

December 23, 2005

    2.90    $ 2,838,172,000    179,685,724    $ 311,605,000    181,872,078    $ 43.92    $ 878.40    1.2 %

October 7, 2005

    2.80    $ 2,834,277,000    181,337,258    $ 322,016,000    183,804,842    $ 43.39    $ 867.80    3.8 %

June 10, 2005

    2.90    $ 2,800,164,000    183,331,888    $ 300,756,000    186,096,747    $ 41.80    $ 836.00    (1.1 )%

 

(1) “E” is our stockholders’ equity at the end of the fiscal quarter immediately preceding the date on which a price determination is to occur, adjusted to reflect the value of publicly traded equity securities classified as investments in marketable securities, as well as the profit or loss impact, if any, on stockholders’ equity arising from investment activities, non-recurring gains or losses on sales of business units, subsidiary common stock, or similar transactions closed, as of the valuation date.

 

(2) “W1” is the number of outstanding common shares and common share equivalents at the end of the fiscal quarter immediately preceding the date on which a price determination is to occur.

 

(3) “P” is our operating income for the four fiscal quarters immediately preceding the price determination, net of taxes, excluding investment activities, losses on impaired intangible assets, non-recurring gains or losses on sales of business units, subsidiary common stock and similar items, and including our equity in the income or loss of unconsolidated affiliates and the minority interest in income or loss of consolidated subsidiaries. The aggregate amount of these items on a pre-tax basis is disclosed as “segment operating income” in our quarterly and annual consolidated financial statements filed with the SEC.

 

(4) “W” is the weighted average number of outstanding common shares and common share equivalents for the four fiscal quarters immediately preceding the price determination, as used by SAIC in computing diluted earnings per share.

 

(5) Value shown represents the percentage change in the price per share of Class A Common Stock from the prior valuation.

 

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SAIC posts on its intranet and its external stockholder portal website at www.saic.com an update prepared by management that explains some of the primary factors or drivers that have influenced the stock price since the last valuation date. A copy of the update dated May 5, 2006 is attached as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit 99.1    Stock Pricing Update dated May 5, 2006

 

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SIGNATURE

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.

 

(Registrant)     SCIENCE APPLICATIONS
   

INTERNATIONAL CORPORATION

Date: May 8, 2006    

By

   /s/ Douglas E. Scott
       

Douglas E. Scott

      Its:   Senior Vice President, General Counsel and Secretary

 

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