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 14, 2003
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)
FORM 8-K
Item 5. Other Events and Regulation FD Disclosure.
Stock Price Established July 2003
On July 11, 2003, the Board of Directors of Science Applications International Corporation (“SAIC”) established the price of SAIC’s Class A Common Stock at $30.50. 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 Equity(1) | “W1” or Outstanding(2) | “P” or Earnings(3) | “W” or Outstanding(4) | Price Per Common | Price Per Common | Percentage Price Change(5) | |||||||||||||
July 11, 2003 | 1.90 | $ | 2,102,168,000 | 192,229,993 | $ | 358,704,000 | 197,175,777 | $ | 30.50 | $ | 610.00 | 5.1 | % | ||||||||
April 11, 2003 | 1.90 | $ | 2,006,774,000 | 190,974,359 | $ | 349,930,000 | 203,232,903 | $ | 29.02 | $ | 580.40 | 1.5 | % | ||||||||
January 10, 2003 | 1.90 | $ | 2,072,146,000 | 195,447,055 | $ | 346,570,000 | 207,048,972 | $ | 28.60 | $ | 572.00 | 1.0 | % | ||||||||
October 11, 2002 | 1.90 | $ | 2,394,108,000 | 209,578,812 | $ | 335,148,000 | 213,397,043 | $ | 28.31 | $ | 566.20 | (2.0 | %) | ||||||||
| (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. The operations of our INTESA joint venture have been classified as discontinued operations as of January 31, 2003 and are no longer reflected in operating income. Beginning with the April 11, 2003 stock price determination, the “P” variable of the formula no longer includes the operations of INTESA. The amounts shown for “P” prior to April 11, 2003 have not been adjusted to reflect the discontinued operations reclassification. |
| (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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A copy of the quarterly update dated July 12, 2003 is attached as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 Quarterly Update dated July 12, 2003
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 14, 2003 | By | /s/ DOUGLAS E. SCOTT | ||||
| Douglas E. Scott | ||||||
| Its: | Senior Vice President and General Counsel | |||||
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