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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 23, 1997
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)
(619) 546-6000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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FORM 8-K
ITEM 5. OTHER EVENTS.
As previously reported, on November 20, 1996, the Registrant entered
into a definitive acquisition agreement (the "Agreement") to purchase Bell
Communications Research, Inc. ("Bellcore"), a provider of communications
software, engineering and consulting services, which is presently owned by the
seven regional Bell operating companies. The consummation of the transaction is
subject to a number of contingencies and conditions, including regulatory
approvals.
On October 3, 1997, the New York State Public Service Commission
("NYPSC") issued an order (the "Order") approving the transfer to the Registrant
of the interest in Bellcore beneficially owned by New York Telephone Company,
subject to the execution and filing by New York Telephone Company of an
unconditional acceptance of the terms of the Order. The Registrant does not
believe that there are any additional outstanding regulatory approvals required
under the Agreement. However, the Registrant has been advised that New York
Telephone Company has not filed an unconditional acceptance of the Order and is
seeking an alternative order. Consequently, under its terms, the Order may be
revoked by the NYPSC without further notice.
As of the date of this filing, the acquisition has not been consummated
and is not expected to be consummated prior to the end of the third quarter
ending October 31, 1997. There can be no assurance as to when or whether the
Bellcore acquisition will be completed. If the transaction has not been
consummated by January 31, 1998, the Agreement may be terminated either by
Registrant or by Bellcore shareholders owning five of Bellcore's seven
outstanding shares.
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: October 23, 1997 By: /s/ Douglas E. Scott
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Douglas E. Scott
Its: Senior Vice President
and General Counsel
