<PAGE> 1
================================================================================
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: JANUARY 14, 1998
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)
================================================================================
<PAGE> 2
FORM 8-K
ITEM 5. OTHER EVENTS.
On January 9, 1998 the Board of Directors established the price of the
Class A Common Stock of the Registrant at $39.13. Pursuant to the Registrant's
Certificate of Incorporation, the price applicable to shares of Class B Common
Stock of the Registrant is equal to five 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.
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.
<TABLE>
<CAPTION>
"W" or Price Price
"E" or "W1" or Weighted Per Share Per Share
Market Stockholders Shares "P" or Avg. Shares of Class A of Class B
Date Factor Equity(1) Outstanding(2) Earnings(3) Outstanding(4) Common Stock Common Stock
---- ------ --------- -------------- ----------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 11, 1996... 2.10 482,172,000 51,418,186 58,657,000 51,830,619 $ 22.83 $ 114.15
January 10, 1997... 2.40 507,235,000 52,094,779 62,098,000 52,003,218 $ 25.96 $ 129.80
April 11, 1997..... 2.40 527,459,000 52,682,394 63,680,000 52,308,789 $ 26.55 $ 132.75
July 11, 1997...... 2.70 559,284,000 53,556,198 67,459,000 52,695,291 $ 30.01 $ 150.05
October 10, 1997... 3.20 583,211,000 54,369,492 70,701,000 53,229,203 $ 34.78 $ 173.90
January 9, 1998.... 3.60 663,811,000 55,148,817 71,804,000 53,993,996 $ 39.13 $ 195.65
</TABLE>
(1) "E" or Stockholders Equity = the stockholders' equity of the Registrant at
the end of the fiscal quarter immediately preceding the date on which a
price determination is to occur.
(2) "W1" or Shares Outstanding = the number of outstanding common shares and
common share equivalents at the end of that fiscal quarter.
(3) "P" or Earnings = the earnings of the Registrant for the four fiscal
quarters immediately preceding the price determination.
(4) "W" or Weighted Average Shares Outstanding = 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 the
Registrant in computing primary earnings per share.
<PAGE> 3
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: January 14, 1998 By: /s/ Douglas E. Scott
--------------------------------
Douglas E. Scott
Its: Senior Vice President
and General Counsel
