-----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, Ah9S5Q4uU+LZCLY8F1qddGicexz+C9jjF1tJi+5TYaSedAIvpAlt9TNakF+PNNL5 9GLJPNFGmLKggfCBe+rJLA== 0000936392-98-000684.txt : 19980504 0000936392-98-000684.hdr.sgml : 19980504 ACCESSION NUMBER: 0000936392-98-000684 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980430 SROS: NASD FILER: 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: POS AM SEC ACT: SEC FILE NUMBER: 333-26025 FILM NUMBER: 98604861 BUSINESS ADDRESS: STREET 1: 10260 CAMPUS POINT DR STREET 2: LEGAL DEPT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195466000 MAIL ADDRESS: STREET 1: LEGAL DEPT STREET 2: 10260 CAMPUS POINT DR CITY: SAN DIEGO STATE: CA ZIP: 92121 POS AM 1 POST-EFFECTIVE AMEND. NO.1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998 Registration No. 333-26025 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-3630868 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 10260 CAMPUS POINT DRIVE SAN DIEGO, CALIFORNIA 92121 (619) 546-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------- Copy to: DOUGLAS E. SCOTT, ESQ. Senior Vice President and General Counsel Science Applications International Corporation 10260 Campus Point Drive San Diego, California 92121 (619) 546-6000 ------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /____/ If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / X / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /____/ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /____/ If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. /____/ 2 DEREGISTRATION OF PLAN INTERESTS Science Applications International (the "Company") has heretofore filed Registration Statement Nos. 33-58669, 333-3215 and 333-26025 on Form S-3, as amended, that registered an indeterminate number of interests in the Company's 1995 Employee Stock Purchase Plan; Registration Statement Nos. 33-53177, 33-58669, 333-3215 and 333-26025 on Form S-3, as amended, that registered an indeterminate number of interests in the Company's Stock Compensation Plan and Management Stock Compensation Plan; and Registration Statement Nos. 333-3215 and 333-26025 on Form S-3, as amended, that registered an indeterminate number of interests in the Company's Key Executive Stock Deferral Plan (together, the "Plan Interests"). Pursuant to Rule 429 under the Securities Act of 1933, as amended, Registration Statement No. 333-26025 on Form S-3, as amended, (the "Registration Statement") contained a combined prospectus relating to all of the Plan Interests. The purpose of this Post-Effective Amendment is to deregister all of the Plan Interests. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California on April 30, 1998. SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By /s/ J.R. BEYSTER* --------------------------------- J.R. Beyster Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J.R. BEYSTER* Chairman of the Board and April 30, 1998 - -------------------------------- Chief Executive Officer J.R. Beyster /s/ W.A. ROPER, JR.* Principal Financial Officer April 30, 1998 - -------------------------------- W.A. Roper, Jr. /s/ P.N. PAVLICS* Principal Accounting Officer April 30, 1998 - -------------------------------- P.N. Pavlics /s/ D.P. ANDREWS* Director April 30, 1998 - -------------------------------- D.P. Andrews /s/ V.N. COOK* Director April 30, 1998 - -------------------------------- V.N. Cook /s/ W.H. DEMISCH* Director April 30, 1998 - -------------------------------- W.H. Demisch /s/ W.A. DOWNING* Director April 30, 1998 - -------------------------------- W.A. Downing /s/ J.E. GLANCY* Director April 30, 1998 - -------------------------------- J.E. Glancy
3 4
/s/ B.R. INMAN* Director April 30, 1998 - -------------------------------- B.R. Inman Director - -------------------------------- A.K. Jones /s/ H.M.J. KRAEMER, JR.* Director April 30, 1998 - -------------------------------- H.M.J. Kraemer, Jr. /s/ W.M. LAYSON* Director April 30, 1998 - -------------------------------- W.M. Layson /s/ C.B. MALONE* Director April 30, 1998 - -------------------------------- C.B. Malone /s/ J.W. MCRARY* Director April 30, 1998 - -------------------------------- J.W. McRary /s/ S.D. ROCKWOOD* Director April 30, 1998 - -------------------------------- S.D. Rockwood Director - -------------------------------- R.C. Smith /s/ E.A. STRAKER* Director April 30, 1998 - -------------------------------- E.A. Straker /s/ M.E. TROUT* Director April 30, 1998 - -------------------------------- M.E. Trout /s/ J.P. WALKUSH* Director April 30, 1998 - -------------------------------- J.P. Walkush /s/ J.H. WARNER, JR.* Director April 30, 1998 - -------------------------------- J.H. Warner, Jr. /s/ J.A. WELCH* Director April 30, 1998 - -------------------------------- J.A. Welch /s/ J.B. WIESLER* Director April 30, 1998 - -------------------------------- J.B. Wiesler /s/ A.T. YOUNG* Director April 30, 1998 - -------------------------------- A.T. Young *By /s/ D.E. SCOTT ----------------------------- D.E. Scott as Attorney-in-Fact
4 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBITS INCORPORATED BY REFERENCE TO ------- ----------------------- ---------------------------- 23(a) Consent of Douglas E. Scott, Esq. (contained in Exhibit 5(a) to the Registration Statement No. 333-26025, as amended). 23(b) Consent of Price Waterhouse LLP. ** 23(c) Consent of Baker & McKenzie. ** 23(d) Consent of Coopers & Lybrand L.L.P. ** - ----------
** Filed herewith. EX-23.(B) 2 EXHIBIT 23(B) 1 Exhibit 23(b) Consent of Independent Accountants We hereby consent to the incorporation by reference in the Prospectus constituting part of this Post-Effective Amendment No. 1 to Form S-3 Registration Statement of our report dated April 3, 1998 appearing on page F-2 of Science Applications International Corporation's Annual Report on Form 10-K for the year ended January 31, 1998. We also consent to the incorporation by reference in such Prospectus of our report dated February 27, 1998 appearing on page F-2 of the Annual Report on Form 11-K of the Science Applications International Corporation Employee Stock Purchase Plan for the year ended January 31, 1998. We also consent to the incorporation by reference in such Prospectus of our report dated April 3, 1998 appearing on page F-2 of the Annual Report on Form 11-K of the Science Applications International Corporation Cash or Deferred Arrangement for the year ended December 31, 1997. We also consent to the incorporation by reference in such Prospectus of our report dated April 3, 1998 appearing on page F-2 of the Annual Report on Form 11-K of the TransCore Retirement Savings Plan for the year ended December 31, 1997. We also consent to the incorporation by reference in such Prospectus of our report dated April 3, 1998 appearing on page F-2 of the Annual Report on Form 11-K of the Bell Communications Research Savings and Security Plan for the year ended December 31, 1997. We also consent to the incorporation by reference in such Prospectus of our report dated April 3, 1998 appearing on page F-2 of the Annual Report on Form 11-K of the Bell Communications Research Savings Plan for Salaried Employees for the year ended December 31, 1997. We also consent to the reference to us under the heading "Experts" in such Prospectus. /S/PRICE WATERHOUSE LLP San Diego, California April 29, 1998 EX-23.(C) 3 EXHIBIT 23(C) 1 Exhibit 23(c) April 25, 1998 Board of Directors Science Applications International Corporation 10260 Campus Point Drive San Diego, California 92121 Re: Form S-3 Registration Statement Dear Directors: We hereby consent to all references to our firm in the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the Securities Act. Very truly yours, /s/ Baker & McKenzie Baker & McKenzie EX-23.(D) 4 EXHIBIT 23(D) 1 Exhibit 23(d) Consent of Independent Accountants We consent to the incorporation by reference in the post-effective amendment to the registration statement of Science Applications International Corporation on Form S-3 of our report dated February 12, 1997, on our audits of the consolidated financial statements of Bell Communications Research, Inc. as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, which is incorporated by reference in Science Applications International Corporation's Report on Form 8-K. We also consent to the reference to our firm under the caption "Experts". /S/COOPERS & LYBRAND L.L.P. Parsippany, New Jersey April 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----