8-K 1 a04-7948_18k.htm 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: July 19, 2004

 

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)

 

 

 

Item 5.    Other Events and Regulation FD Disclosure.

 

Stock Price Established July 2004

 

On July 16, 2004, the Board of Directors of Science Applications International Corporation (“SAIC”) established the price of SAIC’s Class A Common Stock at $37.31.  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 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

 

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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 16, 2004

 

2.20

 

$

2,261,422,000

 

191,943,098

 

$

386,692,000

 

188,653,945

 

$

37.31

 

$

746.20

 

(0.1

)%

April 16, 2004

 

2.30

 

$

2,190,267,000

 

191,418,123

 

$

375,064,000

 

188,561,115

 

$

37.34

 

$

746.80

 

2.2

%

January 9, 2004

 

2.20

 

$

2,196,927,000

 

190,348,029

 

$

380,148,000

 

189,499,866

 

$

36.52

 

$

730.40

 

14.9

%

October 10, 2003

 

1.90

 

$

2,133,849,000

 

190,791,535

 

$

368,075,000

 

192,079,951

 

$

31.79

 

$

635.80

 

4.2

%

 

(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 consolidated quarterly and annual 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 a quarterly update prepared by management that explains some of the primary factors or drivers that have influenced the stock price in the last quarter.  A copy of the quarterly update dated July 16, 2004 is attached as Exhibit 99.1.

 

 

Item 7.    Financial Statements and Exhibits.

 

Exhibit 99.1                                    Quarterly Update dated July 16, 2004

 

 

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:  July 19, 2004

By

  /s/

  DOUGLAS E. SCOTT

 

 

 

 

Douglas E. Scott

 

Its:

 

Senior Vice President

 

 

 

General Counsel and Secretary

 

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