<PAGE> 1
As filed with the Securities and Exchange Commission on April 28, 1998
(000-12771)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Science Applications International Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
Delaware 95-3630868
- --------------------------------------------------------------------------------
<S> <C>
(State of incorporation or organization) (I.R.S. Employer Identification No.)
10260 Campus Point Drive, San Diego, California 92121
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
------------------- ------------------------------------
None
- --------------------------------------------------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of the Registrant's Securities to be Registered
GENERAL
Pursuant to the Restated Certificate of Incorporation of Science
Applications International Corporation (the "Company"), as amended July 19, 1990
(the "Restated Certificate of Incorporation"), the Company is authorized to
issue 100,000,000 shares of Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), 5,000,000 shares of Class B Common Stock (the "Class B
Common Stock"), par value $.05 per share, and 3,000,000 shares of Preferred
Stock, par value $.05 per share (the "Preferred Stock"). As of April 13, 1998,
there were 53,287,080 shares of Class A Common Stock, 314,173 shares of Class B
Common Stock and no shares of Preferred Stock issued and outstanding. The Class
A Common Stock and Class B Common Stock are sometimes collectively or
individually referred to as the "Common Stock."
CLASS A COMMON STOCK
General
Except as otherwise provided by law, the holders of shares of
Class A Common Stock and Class B Common Stock vote together as a single class on
all matters, with each holder of Class A Common Stock having one vote per share
and each holder of Class B Common Stock having five votes per share. The holders
of shares of Class A Common Stock and Class B Common Stock are entitled to
cumulate their votes for the election of directors. Cumulative voting entitles
each stockholder to cast the number of votes that equals the number of shares of
Class A Common Stock or five times the number of shares of Class B Common Stock
held by such stockholder multiplied by the number of directors to be elected.
Each stockholder may cast all of such votes for a single nominee or may
distribute them among any two or more nominees as such stockholder sees fit. The
Restated Certificate of Incorporation provides for a classified board of
directors (the "Board of Directors") consisting of three classes of directors,
as nearly as equal in number as practicable. The number of authorized directors
is currently fixed at 21 directors, with seven directors serving in each class.
Each year the stockholders elect a different class of directors to serve a
three-year term. As a result of the classification of the Board of Directors,
the votes of a greater number of shares would be required to ensure the election
of a director than would be required without such classification.
Subject to the prior rights of the holders of any Preferred Stock
then outstanding, the holders of Class A Common Stock and Class B Common Stock
are entitled to receive dividends, out of funds legally available therefor, when
and as declared by the Board of Directors and to participate equally and ratably
in the net assets of the Company available for distribution in the event of
liquidation, dissolution or winding up, after payment of any amounts due to
creditors; provided, however, that any dividend or distribution with respect to
a share of Class B
<PAGE> 3
Common Stock must be five times the dividend or distribution, as the case may
be, with respect to a share of Class A Common Stock.
Holders of Class A Common Stock have no conversion, preemptive or
subscription rights. Neither class of Common Stock may be subdivided,
consolidated, reclassified or otherwise changed unless the relative powers,
preferences, rights, qualifications, limitations and restrictions applicable to
the other class of Common Stock are maintained. In any merger, consolidation or
business combination to which the Company is a party (other than a merger,
consolidation or business combination in which the Company is the surviving
corporation and which does not result in any reclassification of or change in
the outstanding shares of Common Stock), the consideration to be received with
respect to each share of Class B Common Stock must be equal to five times the
consideration to be received with respect to each share of Class A Common Stock,
except that if capital stock is distributed in any such transaction, such shares
may differ as to the rights of the holders thereof only to the extent that such
rights differ pursuant to Article FOURTH of the Restated Certificate of
Incorporation. All shares of Class A Common Stock presently outstanding are, and
the shares offered hereby upon full payment therefor will be, fully paid and
nonassessable.
Article FOURTEENTH of the Restated Certificate of Incorporation
generally requires that mergers and certain other business combinations
("Business Combinations") between the Company and any holder of 5% or more of
the Company's outstanding voting power (a "Related Person") must be approved by
the holders of securities having 80% of the Company's outstanding voting power,
as well as by the holders of a majority of such securities that are not owned by
the Related Person. Under Delaware law, unless the Restated Certificate of
Incorporation provides otherwise, only a majority of the Company's outstanding
voting power is required to approve certain of these transactions, such as
mergers and consolidations, while certain other of these transactions would not
require stockholder approval.
The 80% and majority of independent voting power requirements of
Article FOURTEENTH (the "Supermajority Vote Requirements") will not apply,
however, to a Business Combination with a Related Person, if (i) the transaction
is approved by the Board of Directors prior to the time the Related Person
becomes a Related Person (i.e., prior to the time the Related Person acquired
beneficial ownership of 5% or more of the Company's outstanding voting power),
(ii) the transaction is approved by at least a majority of the members of the
Board of Directors who are unaffiliated with the Related Person and who were
directors before the Related Person became a Related Person or (iii) the
Business Combination involves only the Company and one or more of its
subsidiaries and certain other conditions are satisfied.
Article FOURTEENTH also provides that in the event a Business
Combination with a Related Person subject to the Supermajority Vote Requirements
is consummated, stockholders of the Company who voted against the Business
Combination, at their option, will have the right to receive a price which is
equal to (i) the price offered by the Related Person in the Business Combination
or (ii) the greater of (a) the highest price per share paid by the Related
Person in acquiring shares of capital stock of the Company or (b) a price which
bears the same percentage relationship to the market price of the Company's
capital stock immediately
2
<PAGE> 4
preceding the announcement of the Business Combination as the highest price paid
by the Related Person for any of the Company's capital stock bears to the market
price of the Company's capital stock immediately before the Related Person
initially acquired any shares of the Company's capital stock.
Article FOURTEENTH was adopted by the stockholders of the Company
at the 1983 Annual Meeting of Stockholders and the full text of such Article
appeared as Exhibit B to the Company's Proxy Statement for that meeting.
Additional copies of Article FOURTEENTH may be obtained, upon request, by
writing the Company at 10260 Campus Point Drive, San Diego, CA 92121, Attention:
Corporate Secretary.
The amendment of certain provisions of the Restated Certificate
of Incorporation and Bylaws require the approval of not less than two-thirds of
the total voting power of all outstanding shares of voting stock of the Company.
Such provisions relate to the number of directors, the election of directors and
the vote of stockholders required to modify the provisions of the Restated
Certificate of Incorporation and Bylaws requiring such approvals.
The Company acts as its own transfer agent for the Class A Common
Stock. As of April 13, 1998 there were 19,732 record holders of Class A Common
Stock.
Restrictions on Class A Common Stock
All the shares of Class A Common Stock presently outstanding are,
and all shares of Class A Common Stock offered hereby will be, subject to
certain restrictions (including restrictions on their transferability) set forth
in Article FOURTH of the Restated Certificate of Incorporation, which
restrictions provide substantially as follows:
RIGHT OF REPURCHASE UPON TERMINATION OF EMPLOYMENT OR
AFFILIATION. All shares of Class A Common Stock owned by a person who is an
employee or director of, or a consultant to, the Company (except for shares of
Class A Common Stock that are held by a stockholder who received such shares (i)
in connection with the reorganization of the Company in 1984 in exchange for
shares of the Company which immediately prior thereto were not subject to a
right of repurchase upon termination of employment or affiliation on the part of
the Company, (ii) upon exercise of a non-qualified stock option granted prior to
October 1, 1981 under the Company's 1979 Stock Option Plan which were not
converted into ISOs, (iii) in exchange for shares of Class B Common Stock that
were not subject to a right of repurchase upon termination of employment or
affiliation on the part of the Company or (iv) pursuant to a stock dividend or a
stock split on the outstanding shares of Class A Common Stock which have been
theretofore issued under any of the circumstances described in clauses (i),
(ii), (iii) or this clause (iv)) will be subject to the Company's right of
repurchase upon the termination of such holder's employment or affiliation with
the Company. Such right of repurchase will also be applicable to all shares of
Class A Common Stock which such person has the right to acquire after his or her
termination of employment or affiliation pursuant to any of the Company's
employee benefit plans (other than the Employee Stock Retirement Plan or any
other retirement or pension plan adopted by the Company or any of its
subsidiaries which by its terms does not
3
<PAGE> 5
provide for the Company's right to repurchase shares issued thereunder upon
termination of employment or affiliation) or pursuant to any option or other
contractual right to acquire shares of Class A Common Stock which was
outstanding at the date of such termination of employment or affiliation.
The Company's right of repurchase is exercised by mailing a
written notice to such holder within 60 days following termination of employment
or affiliation. If the Company repurchases the shares, the price will be the
Formula Price (as defined below) per share (i) on the date of such termination
of employment or affiliation, in the case of shares owned by the holder at that
date and shares issuable to the holder after that date pursuant to any option or
other contractual right to acquire shares of Class A Common Stock which were
outstanding at that date or (ii) on the date such shares are distributed to the
holder, in the case of shares distributable to the holder after his or her
termination of employment or affiliation pursuant to any of the Company's
employee benefit plans. The Company will, in the event it exercises its right of
repurchase upon termination of employment or affiliation, pay for such shares in
cash within 90 days after the date referred to in (i) or (ii) above, as the case
may be. The price of Class A Common Stock is established by the Board of
Directors pursuant to a valuation process, which includes a formula adopted by
the Board of Directors (the "Formula Price"). The Formula Price is reviewed by
the Board of Directors at least four times each year. The Formula Price is also
the price at which the Class A Common Stock trades in the limited secondary
market (the "Limited Market") maintained by the Company through its wholly-owned
broker-dealer subsidiary, Bull, Inc., which was organized in 1973 for the
purpose of providing liquidity to the Company's stockholders.
Notwithstanding the provisions of the Restated Certificate of
Incorporation and the Company's employee benefit plans, a retiring employee of
the Company who meets certain criteria can elect to defer the repurchase of the
employee's shares for five years under the Company's Alumni Program. Under the
Alumni Program, an employee who is over 59 1/2 and has more than 10 years of
employment with the Company at the date of his or her retirement can elect to
have the Company defer its right of repurchase by executing and delivering to
the Company an agreement within 60 days following the date of the employee's
termination. If the employee makes such an election, transferees of the
employee's shares are also eligible to make the same deferral election with
respect to shares of stock transferred to them by the employee. During the
five-year deferral period, the stockholder may offer shares of stock for sale in
the Limited Market or make transfers to family members. At the end of the
five-year deferral period, all such shares will be subject to repurchase by the
Company at the then current Formula Price. The Alumni Program pertains only to
the deferral of the Company's right of repurchase and does not provide the
employee any rights with respect to the vesting or forfeiture of any shares or
options held by the employee at the date of his or her retirement or guarantee
the repurchase at the end of the deferral period.
RIGHT OF FIRST REFUSAL. In the event that a holder of Class A
Common Stock desires to sell any of his or her shares to a third party other
than in the Limited Market, such person must first give notice to the Corporate
Secretary of the Company consisting of: (i) a signed statement setting forth
such holder's desire to sell his or her shares of Class A Common
4
<PAGE> 6
Stock and that he or she has received a bona fide offer to purchase such shares;
(ii) a statement signed by the intended purchaser containing (a) the intended
purchaser's full name, address and taxpayer identification number, (b) the
number of shares to be purchased, (c) the price per share to be paid, (d) the
other terms under which the purchase is intended to be made and (e) a
representation that the offer, under the terms specified, is bona fide and (iii)
if the purchase price is payable in cash, in whole or in part, a copy of a
certified check, cashier's check or money order payable to such holder from the
purchaser in the amount of the purchase price to be paid in cash.
Upon receiving such notice, the Company will have the right,
exercisable within 14 days, to purchase all of the shares specified in the
notice at the offer price and upon the same terms as set forth in the notice. In
the event the Company does not exercise such right, the holder may sell the
shares specified in the notice within 30 days thereafter to the person specified
in the notice at the price and upon the terms and conditions set forth therein.
The holder may not sell such shares to any other person or at any different
price or on any different terms without first re-offering the shares to the
Company.
TRANSFERS OTHER THAN BY SALE. Except for sales in the Limited
Market and as described above, no holder of Class A Common Stock may sell,
assign, pledge, transfer or otherwise dispose of or encumber any shares of Class
A Common Stock without the prior written approval of the Company. Any attempt to
do so without such prior approval will be null and void. The Company may
condition its approval of a transfer of any shares of Class A Common Stock,
other than by sale by an employee, director or a consultant of the Company or by
a person who acquired such shares other than by purchase, directly or
indirectly, from an employee, director or consultant of the Company, upon the
transferee's agreement to hold such shares subject to the Company's right to
repurchase such shares upon the termination of employment or affiliation of the
employee, director or consultant.
LAPSE OR WAIVER OF RESTRICTIONS. All restrictions upon the shares
of Class A Common Stock will automatically terminate (i) if the Company makes an
underwritten offering of either class of its Common Stock or securities
convertible into any class of its Common Stock to the general public or (ii) if
the Company applies to have any class of its Common Stock, or securities
convertible into any class if its Common Stock, listed on a national securities
exchange. In addition, the Board of Directors may waive any or all of the
restrictions on Class A Common Stock in such circumstances as the Board of
Directors deems appropriate.
Anti-Takeover Effects
The combined effect of the classification of the Board of
Directors into three different classes, the cumulative voting rights of the
stockholders, the Supermajority Vote Requirements, the provisions of the
Restated Certificate of Incorporation and the bylaws of the Company (the
"Bylaws") requiring the approval of at least two-thirds of the voting power of
all outstanding shares of Common Stock for certain amendments to the Restated
Certificate of Incorporation or Bylaws, the Company's right of first refusal,
and the Company's right of repurchase upon termination of employment or
affiliation, may discourage, delay or prevent attempts to acquire control of the
Company that are not approved by the Company's Board of
5
<PAGE> 7
Directors. The provisions may, individually or collectively, have the effect of
discouraging takeover attempts that some stockholders might deem to be in their
best interests, including tender offers in which stockholders might receive a
premium for their shares over the Formula Price available in the Limited Market,
as well as making it more difficult for individual stockholders or a group of
stockholders to elect directors. However, the Board of Directors believes that
these provisions are in the best interests of the Company and its stockholders,
because such provisions may encourage potential acquirors to negotiate directly
with the Board of Directors which is in the best position to act on behalf of
all stockholders.
OTHER CLASSES OF CAPITAL STOCK
Class B Common Stock
Pursuant to the terms of the Restated Certificate of
Incorporation, the Company is prohibited from issuing any additional shares of
Class B Common Stock. Each share of Class B Common Stock is convertible at any
time, at the option of the holder thereof, into five shares of Class A Common
Stock, and all shares of Class B Common Stock reacquired by the Company will be
retired and will not be available for reissuance. As of April 13, 1998, there
were 151 record holders of Class B Common Stock.
Substantially all of the presently outstanding shares of Class B
Common Stock are subject to a right of first refusal identical to that to which
the Class A Common Stock is subject. As with the Class A Common Stock, the right
of first refusal is held on the part of the Company in the event a stockholder
desires to sell his or her shares of Class B Common Stock other than in the
Limited Market. Such right is exercisable by the Company at the third-party
offer price. In addition, all of the presently outstanding shares of Class B
Common Stock that were issued subsequent to October 1, 1981 (other than shares
issued subsequent to that date which were distributed out of, or are presently
held in, the Company's Profit Sharing Retirement Plan, Employee Stock Retirement
Plan and Cash or Deferred Arrangement or that were issued upon the exercise of
stock options granted prior to that date) are subject to a right of repurchase
on the part of the Company upon termination of the stockholder's employment or
affiliation with the Company. This right is generally exercisable by the Company
at a price equal to five times the Formula Price for Class A Common Stock
prevailing at the time of such termination. By their terms, all such
restrictions will terminate in the event that either class of the Common Stock
is listed on any national securities exchange or is traded on a regular basis,
as determined by the Company, in the over-the-counter market.
Preferred Stock
Pursuant to the Restated Certificate of Incorporation, the Board
of Directors may, from time to time, authorize the issuance of one or more
series of Preferred Stock and fix by resolution or resolutions adopted at the
time of issuance the designations, preferences and relative rights,
qualifications and limitations of each series. Each series of Preferred Stock
could, as determined by the Board of Directors at the time of issuance, rank
senior to the Class A
6
<PAGE> 8
Common Stock and Class B Common Stock with respect to dividend, redemption and
liquidation rights.
Holders of shares of Preferred Stock will have no preferential or
preemptive right to purchase any shares of the Company's capital stock. As of
April 13, 1998, no shares of Preferred Stock had been issued by the Company. The
Company has no present intention or plan to issue any shares of Preferred Stock.
Item 2. Exhibits
Listed below are all exhibits filed as part of this Registration
Statement:
1.1 Form of Stock Certificate representing shares of Class A Common
Stock, $.01 par value of the Company (previously filed as Exhibit
1.1 to the original filing on Form 8-A).
2.1 Restated Certificate of Incorporation of Registrant, as amended
July 19, 1990, including Article FOURTH (incorporated by
reference to Exhibit 3(a) to Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 1991).
2.3 Bylaws of Registrant, as amended through April 11, 1997
(incorporated by reference to Exhibit 3(b) to Registrant's Annual
Report on Form 10-K/A for the fiscal year ended January 31, 1997
(the "1997 10-K")).
2.4 Form of Alumni Agreement (incorporated by reference to Exhibit
4(w) to the 1997 Form 10-K).
7
<PAGE> 9
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Post-Effective
Amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: April 28, 1998
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ J.D. HEIPT
---------------------------------
J.D. HEIPT
Senior Vice President
8
