-----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, WH1n3KItuXmzcJtRasF16dZaIDRqcOedFXuZQoDW3fpLgKsnfIqTYHSDo93Im02e K+V+O8WuGjUH0anCUk8bgw== 0000950008-00-000002.txt : 20000106 0000950008-00-000002.hdr.sgml : 20000106 ACCESSION NUMBER: 0000950008-00-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000105 GROUP MEMBERS: SCIENCE APPLICATIONS INTERNATIONAL CORP GROUP MEMBERS: SCIENCE APPLICATIONS INTERNATIONAL CORPORATION GROUP MEMBERS: TELCORDIA TECHNOLOGIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALENCE TECHNOLOGY INC CENTRAL INDEX KEY: 0000885551 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770214673 STATE OF INCORPORATION: DE FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44735 FILM NUMBER: 501420 BUSINESS ADDRESS: STREET 1: 301 CONESTOGA WAY CITY: HENDERSON STATE: NV ZIP: 89015 BUSINESS PHONE: 7025581000 MAIL ADDRESS: STREET 1: 301 CONESTOGA WAY CITY: HENDERSON STATE: NV ZIP: 89015 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 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* VALENCE TECHNOLOGY, INC. ------------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE --------------------------------------- (Title of Class of Securities) 918914-10-2 ----------- (CUSIP Number) John C. Braun, Jr., Esq. Telcordia Technologies, Inc. 445 South St. Morristown, New Jersey 07960 (973) 829-2000 ------------------------------------------ (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 November 10, 1999 ------------------------------------------------ (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)) Page 1 of 11 - -------------------------------------------------------------------------------- CUSIP No. 918914-10-2 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,500,000 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER None PERSON WITH 10 SHARED DISPOSITIVE POWER 1,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [__] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- Page 2 of 11 - -------------------------------------------------------------------------------- CUSIP No. 918914-10-2 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: Telcordia Technologies, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 222-478398 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,500,000 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER None PERSON WITH 10 SHARED DISPOSITIVE POWER 1,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [__] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- Page 3 of 11 AMENDMENT NO. 1 TO SCHEDULE 13D ------------------------------- The Reporting Persons, Telcordia Technologies, Inc. (formerly Bell Communications Research, Inc.) and Science Applications International Corporation, hereby amend and supplement the Schedule 13D filed by Bell Communications Research, Inc., on July 10, 1995 (the "Original Statement") with regard to the common stock, $.001 par value per share ("Common Stock") of Valence Technology, Inc. (the "Issuer") for the purpose of amending Items 2 and 5 of the Original Statement. ITEM 2. IDENTITY AND BACKGROUND. - -------------------------------- Item 2 is hereby amended and restated in its entirety to read as follows: (a)-(c) This Amendment No. 1 to Schedule 13D is being filed jointly by each of the following persons pursuant 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) Telcordia Technologies, Inc. (formerly Bell Communications Research, Inc.), a Delaware corporation and wholly owned subsidiary of SAIC ("Telcordia"). In November 1997, SAIC acquired Bell Communications Research, Inc., which changed its name to Telcordia Technologies, Inc. in March 1999. Telcordia's principal office is located at 445 South St., Morristown, New Jersey 07960. Telcordia is a company engaged in software development and consulting, primarily in the area of telecommunications. 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 Telcordia 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 Telcordia for which such information is set forth above. (d)-(f) During the last five years, neither SAIC nor Telcordia 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 Telcordia, each of the individuals listed in Appendix A attached hereto is a United States citizen. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. - ------------------------------------------------- Item 5(a) of the Original Statement is hereby supplementally amended in its entirety to read as follows: (a) Telcordia directly owns 1,500,000 shares of Common Stock, which represent approximately 4.8% of the Common Stock of the Issuer. The calculation of percentage of beneficial ownership was derived from the Issuer's Quarterly Report on Form 10-Q for the Quarter Ended September 26, 1999, in which the Issuer stated that the number of shares of Common Stock outstanding was 31,564,272. For reporting purposes, SAIC may be deemed the beneficial owner of the shares owned by Telcordia. Page 4 of 11 Item 5(b) of the Original Statement is hereby supplementally amended in its entirety to read as follows: (b) For reporting purposes, Telcordia and SAIC may be deemed to share voting and dispositive powers with respect to the 1,500,000 shares of Common Stock. Item 5(e) is hereby supplementally amended in its entirety to read as follows: (e) As a result of the number of outstanding shares of Common Stock reported in the Issuer's Quarterly Report on Form 10-Q for the Quarter Ended September 26, 1999 as filed on November 10, 1999, Telcordia and SAIC have ceased to be beneficial owners of more than five percent of the Common Stock of the Issuer. Therefore, Telcordia and SAIC may dispose of the 1,500,000 shares of Common Stock without any further reporting obligations under Section 13(d) and the rules and regulations promulgated thereunder. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - ----------------------------------------- Exhibit A: Agreement as to Joint Filing of Schedule 13D, dated as of January 4, 2000, between SAIC and Telcordia. Page 5 of 11 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 4, 2000. SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By /s/ Douglas E. Scott --------------------------------------------- Douglas E. Scott Senior Vice President and General Counsel TELCORDIA TECHNOLOGIES, INC. By /s/ Grant L. Clark --------------------------------------------- Grant L. Clark Vice President and General Counsel Page 6 of 11 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, President and Chief Executive Officer of Baxter International, Inc. Jr. 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 7 of 11 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 8 of 11 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 Telcordia Technologies, Inc. ("Telcordia"). To the knowledge of Telcordia, 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 445 South St. Morristown, NJ 07960 J. Robert Beyster Chairman of the Board, Chief Executive 1241 Cave Street Officer, President and Director of SAIC La Jolla, CA 92037 John E. Glancy Corporate Executive Vice President and 1241 Cave Street Director of SAIC La Jolla, CA 92037 William A. Roper, Jr. Executive Vice President and Chief 1241 Cave Street Financial Officer of SAIC La Jolla, CA 92037 Richard Smith Chief Executive Officer 445 South St. Morristown, NJ 07960
Page 9 of 11 The following table sets forth the name, business address and title of each of the executive officers of Telcordia, excluding executive officers who are also directors. To the knowledge of Telcordia, each officer listed below is a United States citizen. Unless otherwise indicated, the business address of each officer named below is c/o Telcordia Technologies, Inc., 445 South St., Morristown, New Jersey 07960. NAME TITLE (AND ADDRESS, IF OTHER THAN AS INDICATED ABOVE) - ---------------------- -------------------------------------------------------- Stephen G. Chappell Corporate Vice President & Group President - Service and Business Management Systems Grant L. Clark Vice President General Counsel Robert W. Lucky Corporate Vice President - Applied Research Ward Reed Corporate Vice President Chief Financial Officer Jerry Roberto Corporate Vice President & Group President - Operations Support Systems Robert J. Singsank Corporate Vice President - Global Sales and Support Page 10 of 11 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 Valence Technology, 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 4, 2000 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By /s/ Douglas E. Scott -------------------------------------------- Douglas E. Scott Senior Vice President and General Counsel TELCORDIA TECHNOLOGIES, INC. By /s/ Grant L. Clark -------------------------------------------- Grant L. Clark Vice President and General Counsel Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----