-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjONFC4afzvkLcCozQtRhGxq9oiBpcRMQJNPZfT7uNpPn10fw6tmsdeWf4yer5jG nouGy/YKbbYl9PdBcso/+w== 0000950008-00-000006.txt : 20000203 0000950008-00-000006.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950008-00-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000127 GROUP MEMBERS: SAIC VENTURE CAPITAL CORPORATION GROUP MEMBERS: SCIENCE APPLICATIONS INTERNATIONAL CORP GROUP MEMBERS: SCIENCE APPLICATIONS INTERNATIONAL CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK SOLUTIONS INC /DE/ CENTRAL INDEX KEY: 0001030341 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521146119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51989 FILM NUMBER: 514790 BUSINESS ADDRESS: STREET 1: 505 HUNTMAR PARK DR CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7037420400 MAIL ADDRESS: STREET 1: 505 HUNTMAR PARK DRIVE CITY: HERNDON STATE: VA ZIP: 20170 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK SOLUTIONS INC /DE/ DATE OF NAME CHANGE: 19970702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCIENCE APPLICATIONS INTERNATIONAL CORP CENTRAL INDEX KEY: 0000353394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 953630868 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10260 CAMPUS POINT DR STREET 2: LEGAL DEPT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8588266000 MAIL ADDRESS: STREET 1: LEGAL DEPT STREET 2: 10260 CAMPUS POINT DR CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13D 1 SCHEDULE 13 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NETWORK SOLUTIONS, INC. - ------------------------------------------------------------------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $.001 - ------------------------------------------------------------------------------ (Title of Class of Securities) 64121Q102 - ------------------------------------------------------------------------------ (CUSIP Number) Douglas E. Scott, Esq. Senior Vice President and General Counsel Science Applications International Corporation 10260 Campus Point Drive San Diego, CA 92121 (858) 826-7325 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Aloma H. Avery, Esq. Senior Counsel Science Applications International Corporation 10260 Campus Point Drive San Diego, CA 92121 Tel: (858) 546-6000 JANUARY 19, 2000 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (CONTINUED ON FOLLOWING PAGE(S)) CUSIP No. 64121Q102 1 NAMES OF REPORTING PERSONS: Science Applications International Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 95-3630868 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) / / - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER None SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY EACH REPORTING 8 SHARED VOTING POWER 14,850,000 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 14,850,000 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,850,000 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.8% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ------------------------------------------------------------------------------ Page 2 of 12 CUSIP No. 64121Q102 1 NAMES OF REPORTING PERSONS: SAIC Venture Capital Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 88-0447177 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) / / - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER None SHARES BENEFICIALLY ----------------------------------------------------- OWNED BY EACH REPORTING 8 SHARED VOTING POWER 14,850,000 PERSON WITH ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 14,850,000 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,850,000 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.8% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ------------------------------------------------------------------------------ Page 3 of 12 ITEM 1. SECURITY AND ISSUER. - ------ ------------------- This Schedule 13D relates to the Common Stock, par value $.001 per share (the "Common Stock") of Network Solutions, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 505 Huntmar Park Drive, Herndon, Virginia 20170. ITEM 2. IDENTITY AND BACKGROUND. - ------ ----------------------- (a)-(c) This Schedule 13D is being filed jointly by each of the following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended ( the "Exchange Act"): (i) Science Applications International Corporation, a Delaware corporation ("SAIC"); and (ii) SAIC Venture Capital Corporation, a Nevada corporation and wholly owned subsidiary of SAIC ("SVCC" and, together with SAIC, the "Reporting Persons"). This Schedule 13D is being filed with respect to 14,850,000 shares of Common Stock previously held directly by SAIC, the ownership of which was previously reported on Schedule 13G. As previously reported by SAIC in its Schedule 13G filed on February 13, 1998, and subsequently amended on March 19, 1999, SAIC directly owned 7,425,000 shares of Class B Common Stock, par value $.001 per share (the "Class B Common Stock") of the Issuer, convertible into 7,425,000 shares of Class A Common Stock, par value $.001 per share (the "Class A Common Stock") of the Issuer. On December 31, 1998, the Issuer's Board of Directors approved a two-for-one stock split of the shares of its Class A Common Stock and Class B Common Stock, that was effected in the form of a 100% stock dividend distributed on March 23, 1999 on shares of its Class A Common Stock and Class B Common Stock outstanding on February 26, 1999. As a result of the stock split, as of March 23, 1999, SAIC owned 14,850,000 shares of Class B Common Stock. On June 3, 1999, SAIC converted its 14,850,000 shares of Class B Common Stock into 14,850,000 shares of Class A Common Stock. On June 17, 1999, the Issuer filed a Certificate of Amendment of Second Amended and Restated Certificate of Incorporation whereby its Class A Common Stock and Class B Common Stock were reclassified as a single class of Common Stock. Therefore, as of June 17, 1999, SAIC owned 14,850,000 shares of Common Stock. On January 19, 2000, SAIC effected the transfer of the 14,850,000 shares of Common Stock to its wholly owned subsidiary, SVCC, as an initial capital contribution. SVCC's principal office is located at 3900 Paradise Road, Las Vegas, Nevada 89109. SVCC is a wholly owned venture capital investment subsidiary of SAIC. SAIC's principal office is located at 10260 Campus Point Drive, San Diego, California 92121. SAIC provides diversified professional and technical services and designs, develops and manufactures high-technology products. The following information with respect to each executive officer and director of SAIC and SVCC is set forth in Appendix A hereto, which is incorporated herein by reference: (i) name; (ii) business address; (iii) principal occupation or employment; and (iv) name of any corporation or other organization in which such employment is conducted, together with the principal business address of any such corporation or organization other than SAIC or SVCC for which such information is set forth above. (d)-(f) During the last five years, neither SAIC nor SVCC nor, to the best of their knowledge, any of the persons listed in Appendix A attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. To the knowledge of SAIC and SVCC, each of the individuals listed in Appendix A attached hereto is a United States citizen. Page 4 of 12 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. - ------ ------------------------------------------------- On January 19, 2000, SAIC effected the transfer of the 14,850,000 shares of Common Stock to its wholly owned subsidiary, SVCC, as an initial capital contribution. ITEM 4. PURPOSE OF TRANSACTION. - ------ ---------------------- On January 19, 2000, SAIC effected the transfer of the 14,850,000 shares of Common Stock to its wholly owned subsidiary, SVCC, as an initial capital contribution. (a) SAIC proposes to offer 6,700,000 shares of Common Stock of the Issuer in a public offering pursuant to a Registration Statement on Form S-3. In connection with such proposed offering by SAIC, as well as the proposed offering by the Issuer of 1,000,000 shares of its Common Stock and the proposed offering by other selling stockholders of 30,000 shares of Common Stock of the Issuer, the Issuer has filed a Registration Statement on Form S-3 and Amendment No. 1 thereto with the Commission on December 22, 1999 and December 30, 1999, respectively. (b)-(c) Not applicable. (d) Several officers and employees of SAIC currently serve as directors of the Issuer. The Issuer has stated in its Amendment No.1 to Registration Statement on Form S-3, filed with the Commission on December 30, 1999, that it anticipates that the composition of the Issuer's board of directors will change in connection with the decrease in SAIC's percentage ownership of the Issuer's Common Stock as a result of the proposed offering by SAIC of 6,700,000 shares of Common Stock of the Issuer. (e)-(j) Not applicable. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. - ------ ---------------------------------------- (a) SVCC directly owns 14,850,000 shares of Common Stock, which represent approximately 43.8% of the Common Stock of the Issuer. The calculation of percentage of beneficial ownership was derived from the Issuer's Amendment No. 1 to Registration Statement on Form S-3, filed with the Commission on December 30, 1999, in which the Issuer stated that the number of shares of Common Stock outstanding as of December 15, 1999 was 33,883,707. For reporting purposes, SAIC may be deemed the beneficial owner of the shares owned by SVCC. (b) For reporting purposes, SVCC and SAIC may be deemed to share voting and dispositive powers with respect to the 14,850,000 shares of Common Stock. (c) None. (d) SVCC is a wholly owned subsidiary of SAIC. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT - ------ --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER. --------------------------- SVCC is a wholly owned subsidiary of SAIC. Pursuant to the Registration Rights Agreement between the Issuer and SAIC, if the Issuer proposes to register any of its securities either for its own account or for the account of its other security holders, SAIC is entitled to notice of the registration and is entitled to include, at the Issuer's expense, SAIC's shares in the registration, subject to cutback by the underwriters. In addition, SAIC may require the Issuer on not more than two occasions, to register SAIC's shares. The first registration required by SAIC was effected in February 1999. The second registration Page 5 of 12 required by SAIC is the registration being effected with the proposed offering discussed in Item 4(a) of this Schedule 13D. The Issuer has agreed to indemnify SAIC in connection with any such registration. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ------ -------------------------------- Exhibit A: Agreement as to Joint Filing of Schedule 13D, dated as of January 19, 2000, between SAIC and SVCC. Page 6 of 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 19, 2000. SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By /S/ DOUGLAS E. SCOTT ----------------------------------------- Douglas E. Scott Senior Vice President and General Counsel SAIC VENTURE CAPITAL CORPORATION By /S/ IRA J. MILLER ----------------------------------------- Ira J. Miller President Page 7 of 12 APPENDIX A Directors and Executive Officers The following table sets forth the name, business address and present principal occupation or employment of each of the directors of Science Applications International Corporation ("SAIC"). To the knowledge of SAIC, each director listed below is a United States citizen.
NAME, PRINCIPAL BUSINESS AND ADDRESS OF CORPORATION OR OTHER ORGANIZATION IN WHICH EMPLOYMENT NAME PRINCIPAL OCCUPATION IS CONDUCTED ---- -------------------- --------------------------------- Sanjiv Ahuja President and Chief Operating Officer of Telcordia Technologies, Inc. Telcordia Technologies, Inc., a wholly 445 South St. owned subsidiary of SAIC Morristown, NJ 07960 Duane P. Andrews Corporate Executive Vice President and 1710 Goodrich Drive Director of SAIC McLean, VA 22102 J. Robert Beyster Chairman of the Board, Chief Executive 1241 Cave Street Officer, President and Director of SAIC La Jolla, CA 92037 David A. Cox Executive Vice President and Director of 4242 Campus Point Court SAIC San Diego, CA 92121 Wolfgang H. Demisch Managing Director of Wasserstein Perella, Wasserstein Perella an investment bank 31 West 52nd Street, 27th Floor New York, NY 10019 David W. Dorman Chief Executive Officer of AT&T/BT Global AT&T/BT Global Venture Venture Room 6120 1200 Peachtree Street, NE Atlanta, GA 30339 Wayne A. Downing Director of SAIC 2860 S. Circle Drive, Suite GL10 Colorado Springs, CO 80906 John E. Glancy Corporate Executive Vice President and 1241 Cave Street Director of SAIC La Jolla, CA 92037 Bobby R. Inman Director of SAIC 701 Brazos, Suite 500 Austin, TX 78701 Anita K. Jones Professor, Dept. of Computer Science, Department of Computer Science University of Virginia Thornton Hall University of Virginia Charlottesville, VA 22903 Harry M. Jansen Kraemer, Jr. President and Chief Executive Officer of Baxter International, Inc. Baxter International Inc., a health care One Baxter Parkway products, systems and services company Deerfield, IL 60015 Claudine B. Malone President of Financial Management 7570 Potomac Fall Road Consulting, Inc., a consulting company McLean, VA 22102 Page 8 of 12 NAME, PRINCIPAL BUSINESS AND ADDRESS OF CORPORATION OR OTHER ORGANIZATION IN WHICH EMPLOYMENT NAME PRINCIPAL OCCUPATION IS CONDUCTED ---- -------------------- --------------------------------- Stephen D. Rockwood Executive Vice President and Director of 16701 West Bernardo Drive SAIC San Diego, CA 92127 Louis A. Simpson President and Chief Executive Officer, Plaza Investment Managers, Inc. Capital Operations of GEICO Corporation, 5951 La Sendita, Bldg. A an insurance company Rancho Santa Fe, CA 92067 Richard C. Smith Chief Executive Officer of Telcordia 445 South Street Technologies, Inc., a wholly owned Morristown, NJ 07960 subsidiary of SAIC Edward A. Straker Executive Vice President and Director of 11251 Roger Bacon Drive SAIC Reston, VA 20190 Monroe E. Trout Director of SAIC 9322 Norlake Circle Knoxville, TN 37922 Joseph P. Walkush Sector Vice President and Director of SAIC 1241 Cave Street La Jolla, CA 92037 John H. Warner, Jr. Corporate Executive Vice President and 10260 Campus Point Drive Director of SAIC San Diego, CA 92121 Jasper A. Welch President of Jasper Welch Associates, a 2129 Foothill Road consulting firm Santa Fe, NM 87505 A. Thomas Young Director of SAIC 12921 Esworthy Road N. Potomac, MD 20878 Page 9 OF 12
The following table sets forth the name, business address and title of each of the executive officers of SAIC, excluding executive officers who are also directors. To the knowledge of SAIC, each officer listed below is a United States citizen. Unless otherwise indicated, the business address of each person named below is c/o Science Applications International Corporation, 10260 Campus Point Drive, San Diego, California 92121. NAME TITLE (AND ADDRESS, IF OTHER THAN AS INDICATED ABOVE) ---- ----------------------------------------------------- Daniel W. Baldwin Senior Vice President and Treasurer J. Dennis Heipt Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary Peter N. Pavlics Senior Vice President and Controller William A. Roper, Jr. Executive Vice President and Chief Financial Officer SAIC 1241 Cave Street La Jolla, CA 92037 Robert A. Rosenberg Executive Vice President SAIC 1710 Goodridge Drive McLean, VA 22102 Douglas E. Scott Senior Vice President and General Counsel The following table sets forth the name, business address and present principal occupation or employment of each of the directors of SAIC Venture Capital Corporation. ("SVCC"). To the knowledge of SVCC, each director listed below is a United States citizen.
NAME, PRINCIPAL BUSINESS AND ADDRESS OF CORPORATION OR OTHER ORGANIZATION IN WHICH EMPLOYMENT NAME PRINCIPAL OCCUPATION IS CONDUCTED ---- -------------------- --------------------------------- J. Robert Beyster (Chairman) Chairman of the Board, Chief Executive 1241 Cave Street Officer, President and Director of SAIC La Jolla, CA 92037 J. Dennis Heipt Executive Vice President, Chief Legal & 10260 Campus Point Drive Administrative Officer and Corporate San Diego, California 92121 Secretary of SAIC William A. Roper, Jr. Executive Vice President and Chief 1241 Cave Street Financial Officer of SAIC La Jolla, CA 92037 Douglas E. Scott Senior Vice President and General 10260 Campus Point Drive Counsel of SAIC San Diego, California 92121
Page 10 of 12 The following table sets forth the name, business address and title of each of the executive officers of SVCC, excluding executive officers who are also directors. To the knowledge of SVCC, each officer listed below is a United States citizen. Unless otherwise indicated, the business address of each officer named below is c/o SAIC Venture Capital Corporation., 3900 Paradise Road, Las Vegas, Nevada 89109. NAME TITLE (AND ADDRESS, IF OTHER THAN AS INDICATED ABOVE) ---- ----------------------------------------------------- Ira J. Miller President and Treasurer Page 11 of 12 EXHIBIT A AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing, on behalf of each of them, of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Network Solutions, Inc. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Date: January 19, 2000 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By /S/ DOUGLAS E. SCOTT ------------------------------------------- Douglas E. Scott Senior Vice President and General Counsel SAIC VENTURE CAPITAL CORPORATION By /S/ IRA J. MILLER ------------------------------------------- Ira J. Miller President -----END PRIVACY-ENHANCED MESSAGE-----