<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1997
REGISTRATION STATEMENT NO. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3630868
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10260 CAMPUS POINT DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 546-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BELL COMMUNICATIONS RESEARCH, INC. STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
COPY TO:
DOUGLAS E. SCOTT, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
10260 CAMPUS POINT DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 546-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================== ================== ================== ================== ==================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE
- ------------------------------------------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
CLASS A COMMON STOCK,
PAR VALUE $.01 PER SHARE ................ 2,000,000 SHS. $ 34.78 $ 69,560,000 $ 21,078.78
=========================================== ================== ================== ================== ==================
</TABLE>
(1) A MAXIMUM OF 2,000,000 SHARES OF CLASS A COMMON STOCK HAVE BEEN RESERVED
FOR ISSUANCE UNDER THE BELL COMMUNICATIONS RESEARCH, INC. STOCK INCENTIVE
PLAN (THE "STOCK INCENTIVE PLAN"). ALL SHARES RESERVED FOR ISSUANCE UNDER
THE STOCK INCENTIVE PLAN ARE BEING REGISTERED HEREUNDER.
(2) THIS ESTIMATE IS MADE PURSUANT TO RULE 457(H) SOLELY FOR PURPOSES OF
CALCULATING THE REGISTRATION FEE AND IS DETERMINED USING THE FORMULA
PRICE (AS DEFINED IN THE PROSPECTUS WHICH IS A PART OF THIS REGISTRATION
STATEMENT) OF THE SAIC CLASS A COMMON STOCK ON THE DATE HEREOF.
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Science Applications International Corporation, a Delaware
corporation (the "Company"), are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K/A for the fiscal year ended
January 31, 1997.
(b) The Company's Prospectus dated July 3, 1997, pursuant to Registration
Statement on Form S-3/A filed with the Commission on July 3, 1997.
(c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the Company's fiscal year ended
January 31, 1997.
(d) The description of the Company's Class A Common Stock, par value $.01
per share, contained in the Company's registration statement on Form
8-A, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date this Registration Statement is
filed with the Commission and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part of it from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is, or is deemed to be, incorporated by reference
herein modifies or supersedes any such statement. Any such statement so modified
or superseded will not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Class A Common Stock offered hereby has been passed
upon for the Company by Douglas E. Scott, Esquire, Senior Vice President and
General Counsel of the Company. As of October 31, 1997, Mr. Scott owned of
record 14,748 shares of Class A Common Stock, had the right to acquire an
additional 4,900 shares pursuant to previously granted stock options and
beneficially owned a total of 4,388 shares through certain retirement and stock
plans of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware grants each
corporation organized thereunder, such as the Registrant, the power to indemnify
its directors and officers against certain circumstances. Article FIFTEENTH of
the Registrant's Restated Certificate of Incorporation provides for
indemnification of directors and officers to the fullest extent permitted by
law. The Company also has directors and officers liability insurance, with
policy limits of $50 million, under which directors and officers of the Company
are insured against certain liabilities which they may incur in such capacities.
2
<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index on page 8 hereof.
ITEM 9. UNDERTAKINGS
(a) Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement, excluding information contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the provisions of
Section 145 of the General Corporation Law of Delaware and Article
FIFTEENTH of Registrant's Certificate of Incorporation, or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by Registrant of the expenses incurred or paid
by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of
such issue.
3
<PAGE> 4
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of McLean, Commonwealth of Virginia on July 11, 1997.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By /s/ J.R. BEYSTER
---------------------------------
J.R. Beyster
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints J.D. Heipt and D.E. Scott, or any one of
them individually, such person's attorneys-in-fact, each with the power of
substitution, for such person in any and all capacities, to execute any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 and to file the same, with all exhibits thereto, and any other
documents in connection therewith, with the Securities and Exchange Commission
under the Securities Act of 1933, and hereby ratifies and confirms all that each
of said attorneys-in-fact, or each of their substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ J.R. BEYSTER Chairman of the Board and Chief July 11, 1997
- ---------------------------------------------------- Executive Officer
J.R. Beyster
/s/ W.A. ROPER, JR. Principal Financial Officer July 11, 1997
- ----------------------------------------------------
W.A. Roper, Jr.
/s/ P.N. PAVLICS Principal Accounting Officer July 11, 1997
- ----------------------------------------------------
P.N. Pavlics
/s/ D.P. ANDREWS Director July 11, 1997
- ----------------------------------------------------
D.P. Andrews
/s/ V.N. COOK Director July 11, 1997
- ----------------------------------------------------
V.N. Cook
/s/ C.K. DAVIS Director July 11, 1997
- ----------------------------------------------------
C.K. Davis
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ W.H. DEMISCH Director July 11, 1997
- ----------------------------------------------------
W.H. Demisch
/s/ W.A. DOWNING Director July 11, 1997
- ----------------------------------------------------
W.A. Downing
Director
- ----------------------------------------------------
E.A. Frieman
/s/ J.E. GLANCY Director July 11, 1997
- ----------------------------------------------------
J.E. Glancy
/s/ B.R. INMAN Director July 11, 1997
- ----------------------------------------------------
B.R. Inman
/s/ H.M.J. KRAEMER, JR. Director July 11, 1997
- ----------------------------------------------------
H.M.J. Kraemer, Jr.
/s/ W.M. LAYSON Director July 11, 1997
- ----------------------------------------------------
W.M. Layson
/s/ C.B. MALONE Director July 11, 1997
- ----------------------------------------------------
C.B. Malone
/s/ J.W. MCRARY Director July 11, 1997
- ----------------------------------------------------
J.W. McRary
/s/ W.A. OWENS Director July 11, 1997
- ----------------------------------------------------
W.A. Owens
/s/ S.D. ROCKWOOD Director July 11, 1997
- ----------------------------------------------------
S.D. Rockwood
/s/ E.A. STRAKER Director July 11, 1997
- ----------------------------------------------------
E.A. Straker
/s/ M.E. TROUT Director July 11, 1997
- ----------------------------------------------------
M.E. Trout
/s/ J.P. WALKUSH Director July 11, 1997
- ----------------------------------------------------
J.P. Walkush
/s/ J.H. WARNER, JR. Director July 11, 1997
- ----------------------------------------------------
J.H. Warner, Jr.
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
/s/ J.A. WELCH Director July 11, 1997
- ----------------------------------------------------
J.A. Welch
/s/ J.B. WIESLER Director July 11, 1997
- ----------------------------------------------------
J.B. Wiesler
/s/ A.T. YOUNG Director July 11, 1997
- ----------------------------------------------------
A.T. Young
</TABLE>
6
<PAGE> 7
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Committe
for the the Bell Communications Research, Inc. Stock Incentive Plan has duly
caused this Registration Statement to be signed on behalf of such plan by the
undersigned, thereunto duly authorized, in the City of Morristown, State of New
Jersey on October 31, 1997.
BELL COMMUNICATIONS RESEARCH, INC.
STOCK INCENTIVE PLAN
By /S/ SANJIV AHUJA
---------------------------------
Sanjiv Ahuja
Chairman
Stock Incentive Committee
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- -----------------------
<S> <C>
4(A) BELL COMMUNICATIONS RESEARCH, INC. STOCK INCENTIVE PLAN
5(A) OPINION OF DOUGLAS E. SCOTT, ESQUIRE
23(A) CONSENT OF DOUGLAS E. SCOTT, ESQUIRE (CONTAINED IN EXHIBIT 5(A) HERETO)
23(B) CONSENT OF COOPERS & LYBRAND L.L.P.
23(C) CONSENT OF PRICE WATERHOUSE LLP
23(D) CONSENT OF BEARD & COMPANY, INC.
24(A) POWER OF ATTORNEY (INCLUDED ON THE SIGNATURE PAGE OF PART II OF
THIS REGISTRATION STATEMENT)
</TABLE>
8
<PAGE> 1
EXHIBIT 4(A)
BELL COMMUNICATIONS RESEARCH, INC.
STOCK INCENTIVE PLAN
1. PURPOSE
Bell Communications Research, Inc. (the "Company") hereby establishes the
Bell Communications Research, Inc. Stock Incentive Plan (the "Plan"). The
purpose of the Plan is to promote the long-term success of the Company and the
creation of stockholder value in the parent corporation of the Company by (i)
encouraging Bellcore Employees to focus on critical long-range objectives, (ii)
encouraging the attraction and retention of the employees and directors of
Bellcore with exceptional qualifications and (iii) linking the employees and
directors of Bellcore directly to stockholder interests through increased stock
ownership in the parent corporation of the Company.
2. DEFINITIONS.
(a) "Award" means any award of Common Stock under the Plan.
(b) "Bellcore Employee" means (i) an employee on the payroll of the Company
or a Subsidiary, (ii) an Outside Director or (iii) any other individual
providing services to the Company or a Subsidiary as determined by the Committee
in its sole discretion.
(c) "Board" means the Company's Board of Directors, as constituted from
time to time.
(d) "Change in Control" shall be deemed to occur upon any "person" (as
defined in Section 13(d) of the Exchange Act), other than the Company, its
Parent or Subsidiary or employee benefit plan or trust maintained by the
Company, its Parent or Subsidiary, becoming the "beneficial owner" (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 25% of
the Common Stock of SAIC outstanding at such time, without the prior approval of
the Board of Directors of SAIC.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means a committee, as described in Section 3.
(g) "Common Stock" means the Class A Common Stock, par value $.01, of SAIC.
(h) "Company" means Bell Communications Research, Inc., a Delaware
corporation, or its successor, and it Subsidiaries.
<PAGE> 2
(i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(j) "Nonrestricted Shares" means shares of Common Stock awarded under the
Plan that are not subject to any contractual terms, conditions and restrictions
pertaining to such Common Stock as set forth in a Stock Restriction Agreement.
(k) "Outside Director" shall mean a member of the Board who is not a
common-law employee of the Company, a Parent or a Subsidiary.
(l) "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain. A corporation that attains the status of a Parent on a date after
the adoption of the Plan shall be considered a Parent commencing as of such
date.
(m) "Participant" means an individual who holds an Award.
(n) "Plan" means the Bell Communications Research, Inc. Stock Incentive
Plan, as amended from time to time.
(o) "Restricted Shares" means shares of Common Stock awarded under the Plan
that are subject to various terms, conditions and restrictions pertaining to
such Common Stock as set forth in a Stock Restriction Agreement.
(p) "SAIC" means Science Applications International Corporation, a Delaware
corporation and the parent corporation of the Company.
(q) "Stock Restriction Agreement" means the agreement between the Company
and the recipient of Restricted Shares which contains the terms, conditions and
restrictions pertaining to such Restricted Shares.
(r) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.
3. ADMINISTRATION.
(a) Committee Composition. The Plan shall be administered by the Committee
composed of one or more directors, officers or employees of the Company or SAIC
who are appointed by the Board. The Committee shall grant Awards under the Plan
and determine all terms of such Awards. To the extent that Awards are made to
any
2
<PAGE> 3
persons who are officers or directors of SAIC under Section 16 of the Exchange
Act, the Committee may designate a separate committee to consist of two or more
directors of SAIC who shall satisfy the requirements of Rule 16b-3 (or its
successor) under the Exchange Act with respect to the grant of Awards to such
persons.
(b) Committee Responsibilities and Powers Subject to the provisions of the
Plan, the Committee shall have the authority, in its sole discretion and on
behalf of the Company:
(i) To determine who is eligible to receive Awards under the Plan;
(ii) To select the Bellcore Employees who are to receive Awards under
the Plan;
(iii) To determine the type of Award, number of shares, vesting
requirements and other features and conditions of such Awards;
(iv) To interpret the Plan;
(v) To prescribe, amend and rescind rules and regulations relating to
the Plan;
(vi) To make all other decisions deemed necessary or advisable for the
operation of the Plan; and
(vii) To delegate all or any portion of its authority to other
persons.
(c) Committee Discretion. The Committee shall have absolute discretion
concerning the type of Award, number of shares, vesting requirements and other
features and conditions of Awards. There shall be no requirement that an Award
to any Participant be equal to or consistent with Awards to any other
Participant, even if similarly situated. No member of the Committee shall be
liable for any action or determination in respect thereto, if made in good
faith. In exercising its authority, the Committee shall have the broadest
possible discretion and the Committee's determinations under the Plan made in
good faith, including factual determinations, shall be binding and conclusive on
Participants and other persons claiming entitlements under the Plan. In no event
shall a Committee determination with respect to a particular Participant or
provision of the Plan be binding with respect to any other Participant (even if
similarly situated) nor with respect to any future determinations regarding the
same or other provisions of the Plan.
4. SHARES AVAILABLE FOR GRANTS.
Common Stock issued pursuant to the Plan may be authorized but unissued
shares or treasury shares. The aggregate number of shares of Common Stock
reserved for award under the Plan shall be 2,000,000 shares. The limitation of
this Section 4 shall be subject
3
<PAGE> 4
to adjustment pursuant to Section 7. If Restricted Shares awarded under the Plan
are forfeited for any reason, then such shares shall again become available for
Awards under the Plan.
5. ELIGIBILITY.
Only Bellcore Employees selected by the Committee shall be eligible to
participate in the Plan and to receive Awards hereunder.
6. AWARDS.
(a) Form of Awards. Awards under the Plan may be granted in the form of
Restricted Shares, Nonrestricted Shares or in any combination of both.
(b) Date of Grant. The date on which the Committee approves the grant of an
Award shall be considered the date on which such Award is granted. The Committee
shall cause the Participant to be notified of the grant of the Award.
(c) Stock Restriction Agreement. An Award of Restricted Shares shall be
evidenced by a written Stock Restriction Agreement between the Participant and
SAIC in such form as the Committee shall from time to time determine. No Award
of Restricted Shares or purported Award of Restricted Shares shall be a valid
Award unless previously granted by the Committee and evidenced in writing by
such a Stock Restriction Agreement. If a Stock Restriction Agreement is not
executed by the Participant and returned to SAIC within the time prescribed in
the Stock Restriction Agreement, the Award of Restricted Shares evidenced
thereby will be forfeited. Appropriate officers of SAIC are hereby authorized to
execute and deliver Stock Restriction Agreements in the name of SAIC, as
directed from time to time by the Committee.
(d) Vesting and Forfeiture Conditions. Each Award of Restricted Shares
shall become vested, in full or in installments, upon satisfaction of the
conditions specified in the Stock Restriction Agreement which may include
performance conditions. A Stock Restriction Agreement may provide for
accelerated vesting or forfeiture of vested shares in the event of the
Participant's death, disability or retirement or other events. The Committee may
determine, at the time of making an Award or thereafter, that such Award shall
become fully vested in the event that a Change in Control occurs. The Committee
may determine, at the time of making an Award or thereafter, (i) that such Award
shall become fully vested in the event that a Change in Control occurs and (ii)
that payments made pursuant to any Award shall be subject to limitations
designed to avoid the payments being nondeductible by the Company for federal
income tax purposes as "excess parachute payments" under Section 280G of the
Code.
7. CAPITAL ADJUSTMENTS.
The aggregate number of shares of Common Stock subject to this Plan shall
be appropriately adjusted, as determined by the Committee in its discretion, for
any increase
4
<PAGE> 5
or decrease in the number of shares of Common Stock which SAIC has issued
resulting from any stock split, stock dividend, combination of shares or any
other change, or any exchange for other securities or any reclassification,
reorganization, redesignation, recapitalization or otherwise. Except as provided
in this Section 7, a Participant shall have no rights by reason of any issue by
SAIC of stock of any class or securities convertible into stock of any class,
any subdivision or consolidation of shares of stock of any class, the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class.
8. NO EMPLOYMENT OBLIGATION.
A Participant's employment with the Company, Parent or Subsidiary is not
for any specified term and may be terminated by such Participant or by the
Company, Parent or Subsidiary at any time, for any reason, with or without
cause. Nothing in this Plan or in any Stock Restriction Agreement pursuant to
this Plan shall confer upon any Participant any right to continue in the employ
of, or affiliation with the Company, Parent or Subsidiary regarding future
positions, future work assignments, future compensation or any other term or
condition of employment or affiliation.
9. GOVERNMENT AND REGULATORY REQUIREMENTS.
SAIC shall not be required to issue any shares under an Award unless and
until SAIC has fully complied with any then applicable requirements by the
Securities and Exchange Commission or other regulatory agencies having
jurisdiction and of any exchanges upon which the Common Stock may be listed.
10. WITHHOLDING TAXES.
To the extent required by applicable federal, state, local or foreign law,
a Participant shall make arrangements satisfactory to the Company for the
satisfaction of any withholding tax obligations that arise in connection with
the Plan. The Company shall not be required to issue any Common Stock under the
Plan until such obligations are satisfied.
11. ASSIGNMENT OR TRANSFER OF AWARDS.
Except as provided in this Section 11 or the Stock Restriction Agreement,
an Award granted under the Plan shall not be anticipated, assigned, attached,
garnished, optioned, transferred or made subject to any creditor's process,
whether voluntarily, involuntarily or by operation of law. This Section 11 shall
not preclude a transfer of Awards by will or by the laws of descent and
distribution.
12. TERM OF THE PLAN.
(a) Effectiveness. The Plan, as set forth herein, shall become effective on
September 15, 1997 and shall remain in effect until it is terminated under
Section 12(b).
5
<PAGE> 6
(b) Amendment or Termination. The Board may, at any time and for any
reason, amend or terminate the Plan, with or without prior notice to
Participants. An amendment of the Plan shall be subject to the approval of
SAIC's stockholders only to the extent required by applicable laws, regulations
or rules. No Awards shall be granted under the Plan after the termination
thereof. The termination of the Plan, or any amendment thereof, shall not affect
any Award previously granted under the Plan.
13. GOVERNING LAW.
The Plan shall be governed by, and construed in accordance with, the laws
of the State of Delaware (except Delaware's choice-of-law provisions).
14. ADOPTION AND EXECUTION.
The Plan was adopted by the Board on September 15, 1997. To record the
adoption of the Plan by the Board, the Company has caused its duly authorized
officer to sign the Plan on behalf of the Company.
BELL COMMUNICATIONS
RESEARCH, INC.
By /s/ Sanjiv Ahuja
---------------------------------
Sanjiv Ahuja
Its: President
6
<PAGE> 1
Exhibit 5(a)
November 14, 1997
Science Applications
International Corporation
10260 Campus Point Drive
San Diego, CA 92121
Gentlemen:
I am the Senior Vice President and General Counsel of Science Applications
International Corporation (the "Company"). As such, I have acted as your counsel
in connection with the Prospectus of the Company covering the offer and sale of
up to 2,000,000 shares (the "Company Shares") of its Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock"), by the Company to its
employees under the Bell Communications Research, Inc. Stock Incentive Plan
(hereinafter referred to as the "Plan"). The Company Shares are being offered
pursuant to a prospectus which constitutes a part of the Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") on November 14, 1997 under the Securities
Act of 1933, as amended (the "Securities Act").
I am generally familiar with the affairs of the Company. In addition, I
have examined and am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of (i) the Registration Statement, (ii) the
Restated Certificate of Incorporation and Bylaws of the Company as currently in
effect, (iii) resolutions adopted by the Board of Directors and the Operating
Committee thereof relating to the filing of the Registration Statement and the
issuance of the Company Shares thereunder, (iv) the Plan and (v) such other
documents as I have deemed necessary or appropriate as a basis for the opinions
set forth below. In my examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such copies.
<PAGE> 2
Science Applications
International Corporation
November 14, 1997
Page 2
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company Shares that are being issued pursuant to the Plan have been
duly authorized for issuance.
2. When certificates for the Company Shares to be issued pursuant to the
Plan have been duly executed and delivered in accordance with the terms of the
Plan, the Company Shares will be legally issued, fully paid and nonassessable.
I hereby consent to the use of my name in the Registration Statement under
the caption "Legal Opinion" and to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, I do not thereby admit that
I come within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/Douglas E. Scott
-----------------------------------
Douglas E. Scott
Senior Vice President
and General Counsel
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF INDEPENDENT ACCOUNTANTS
WE CONSENT TO THE INCORPORATION BY REFERENCE IN THE REGISTRATION STATEMENT OF
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION ON FORM S-8 OF OUR REPORT DATED
FEBRUARY 12, 1997, ON OUR AUDITS OF THE CONSOLIDATED FINANCIAL STATEMENTS OF
BELL COMMUNICATIONS RESEARCH, INC. AS OF DECEMBER 31, 1996 AND 1995 AND FOR EACH
OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1996, WHICH IS INCORPORATED
BY REFERENCE IN SCIENCE APPLICATIONS INTERNATIONAL CORPORATION'S REPORT ON FORM
8-K.
/S/COOPERS & LYBRAND L.L.P.
PARSIPPANY, NEW JERSEY
NOVEMBER 12, 1997
<PAGE> 1
EXHIBIT 23(C)
CONSENT OF INDEPENDENT ACCOUNTANTS
WE HEREBY CONSENT TO THE INCORPORATION BY REFERENCE IN THIS REGISTRATION
STATEMENT ON FORM S-8 OF OUR REPORT DATED APRIL 4, 1997 APPEARING ON PAGE F-1 OF
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION'S ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED JANUARY 31, 1997. WE ALSO CONSENT TO THE INCORPORATION BY
REFERENCE IN SUCH REGISTRATION STATEMENT OF OUR REPORT DATED FEBRUARY 25, 1997
APPEARING ON PAGE F-2 OF THE ANNUAL REPORT OF THE SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN FOR THE YEAR ENDED
JANUARY 31, 1997 APPEARING IN THE SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION'S ANNUAL REPORT ON FORM 10-K/A. IN ADDITION, WE HEREBY CONSENT TO
THE INCORPORATION BY REFERENCE IN SUCH REGISTRATION STATEMENT OF OUR REPORT
DATED MARCH 21, 1997 APPEARING ON PAGE F-2 OF THE ANNUAL REPORT OF THE SCIENCE
APPLICATIONS INTERNATIONAL CORPORATION CASH OR DEFERRED ARRANGEMENT FOR THE YEAR
ENDED DECEMBER 31, 1996 APPEARING IN THE SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION'S ANNUAL REPORT ON FORM 10-K/A.
/S/PRICE WATERHOUSE LLP
SAN DIEGO, CALIFORNIA
NOVEMBER 12, 1997
<PAGE> 1
EXHIBIT 23(D)
CONSENT OF INDEPENDENT ACCOUNTANTS
WE CONSENT TO THE INCORPORATION BY REFERENCE IN THE REGISTRATION STATEMENT
OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION ON FORM S-8 OF OUR REPORT
DATED JUNE 23, 1997 ON OUR AUDIT OF THE FINANCIAL STATEMENTS OF THE TRANSCORE
RETIREMENT SAVINGS PLAN (THE "PLAN") AS OF DECEMBER 31, 1996 AND 1995 AND FOR
THE YEAR ENDED DECEMBER 31, 1996, WHICH REPORT IS INCLUDED IN THE PLAN'S ANNUAL
REPORT ON FORM 11-K.
/S/BEARD & COMPANY, INC.
HARRISBURG, PENNSYLVANIA
NOVEMBER 12, 1997
