0001193125-14-125112.txt : 20140401 0001193125-14-125112.hdr.sgml : 20140401 20140401085133 ACCESSION NUMBER: 0001193125-14-125112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140331 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140401 DATE AS OF CHANGE: 20140401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leidos Holdings, Inc. CENTRAL INDEX KEY: 0001336920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 203562868 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33072 FILM NUMBER: 14732379 BUSINESS ADDRESS: STREET 1: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 571-526-6000 MAIL ADDRESS: STREET 1: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: SAIC, Inc. DATE OF NAME CHANGE: 20050823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leidos, Inc. CENTRAL INDEX KEY: 0000353394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953630868 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12771 FILM NUMBER: 14732380 BUSINESS ADDRESS: STREET 1: LEGAL DEPT STREET 2: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 571-526-6000 MAIL ADDRESS: STREET 1: LEGAL DEPT STREET 2: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: SCIENCE APPLICATIONS INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 d705103d8k.htm 8-K 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 (Date of earliest event reported): March 31, 2014

 

 

LEIDOS HOLDINGS, INC.

LEIDOS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE  

001-33072

000-12771

  

20-3562868

95-3630868

(State or other Jurisdiction

of Incorporation)

  

(Commission

File Numbers)

  

(IRS Employer

Identification Nos.)

 

11951 Freedom Drive, Reston, Virginia   20190
(Address of Principal Executive Offices)   (Zip Code)

Registrants’ telephone number, including area code: (571) 526-6000

N/A

(Former names or former addresses if changed since last report.)

 

 

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))

 

 

 

Item 7.01. Regulation FD Disclosure.

On March 31, 2014, Leidos Holdings, Inc. (the “Company”) entered into an accelerated stock repurchase agreement (the “ASR Agreement”) with Citibank, N.A. (“Citibank”) under which the Company will repurchase shares of its common stock with an aggregate value of approximately $200 million. The Company will acquire these common shares as part of its existing share repurchase authorization.

Under the ASR Agreement, the Company will pay an initial purchase price of $200 million to Citibank on April 1, 2014. Shares will be delivered to the Company over the term of the ASR Agreement. The total number of shares to ultimately be purchased by the Company under the ASR Agreement will generally be based on the average of the daily volume weighted average prices of the Company’s common stock during the term of the Agreement. Upon final settlement of the ASR Agreement, the Company may be entitled to receive additional shares of the Company’s common stock from Citibank or, under certain circumstances specified in the ASR Agreement, the Company may be required to deliver shares or make a cash payment, at its option, to Citibank. The ASR Agreement is scheduled to expire in approximately three months, but may conclude earlier at Citibank’s option, and may be terminated early upon the occurrence of certain events.

A copy of the press release announcing the ASR Agreement is furnished with this report as Exhibit 99.1. The information contained in this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1     Press Release dated April 1, 2014 issued by Leidos Holdings, Inc.

SIGNATURES

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.

 

LEIDOS HOLDINGS, INC.
By:  

/s/ Raymond L. Veldman

Name:   Raymond L. Veldman
Title:   Senior Vice President, Secretary and Deputy General Counsel

 

LEIDOS, INC.
By:  

/s/ Raymond L. Veldman

Name:   Raymond L. Veldman
Title:   Senior Vice President, Secretary and Deputy General Counsel

Dated: April 1, 2014

EX-99.1 2 d705103dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Leidos Holdings Announces $200 Million Accelerated Stock Repurchase Transaction

RESTON, Va., April 1, 2014 /PRNewswire/ — Leidos Holdings, Inc. (NYSE: LDOS), a national security, health and engineering solutions company, today announced that it has entered into an agreement with a financial institution for an accelerated stock repurchase transaction, whereby the Company will purchase $200 million of its outstanding shares of common stock, with approximately 80% of the shares to be delivered in the near term.

The total number of shares ultimately purchased will be based on the share price of the Company’s common stock over the averaging period set forth in the agreement. The transaction is expected to be complete no later than June of 2014.

About Leidos

Leidos is a science and technology solutions leader working to address some of the world’s toughest challenges in national security, health, and engineering. The Company’s 22,000 employees support vital missions for our government and the commercial sector, develop innovative solutions to drive better outcomes, and defend our Nation’s digital and physical infrastructure from ‘new world’ threats. Headquartered in Reston, Va., Leidos had annual revenues of approximately $5.77 billion for its fiscal year ended January 31, 2014, following the spin-off of the company’s technical services and information technology business. For more information, visit www.Leidos.com.

###

Statements in this announcement, other than historical data and information, constitute forward-looking statements that involve risks and uncertainties. A number of factors could cause our actual results, performance, achievements, or industry results to be very different from the results, performance, or achievements expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to, the risk factors set forth in the company’s Annual Report on Form 10-K for the period ended January 31, 2014, and other such filings that Leidos makes with the SEC from time to time. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.

 

Media contact:    Investor Relations:   
Melissa Koskovich    John Sweeney, CFA   
571.526.6850    571.526.6402   
koskovichm@leidos.com    john.p.sweeney@leidos.com