SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ODS Networks, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
67082N109
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(CUSIP Number)
Douglas E. Scott, Esq.
10260 Campus Point Drive
San Diego, CA 92121
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 1998
- -------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 67082N109 13D Page 2 of 12 Pages
1. NAME OF REPORTING PERSON Science Applications
International Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 3,100,000
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER N/A
REPORTING
PERSON ---------------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER 3,100,000
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER N/A
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,100,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%
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14. TYPE OF REPORTING PERSON CO
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<PAGE>
CUSIP No. 67082N109 13D Page 3 of 12 Pages
Item 1. Security and Issuer.
- ------ -------------------
(a) Title of class of equity securities: Common Stock.
(b) Name of Issuer: ODS Networks, Inc.
(c) Address of the principal executive office of the issuer:
1101 East Arapaho Road
Richardson, TX 75081
Item 2. Identity and Background.
- ------ -----------------------
(a) Name: Science Applications International Corporation.
The executive officers and directors of Science Applications
International Corporation are set forth on Appendix A hereto.
(b) Principal Business Address:
10260 Campus Point Drive
San Diego, CA 92121
(c) Principal Business:
Science Applications International Corporation provides
diversified professional and technical services and designs,
develops and manufactures high-technology products.
(d) Criminal Proceedings:
During the last five years, neither the Reporting Person nor
any executive officer or director of the Reporting Person has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
<PAGE>
CUSIP No. 67082N109 13D Page 4 of 12 Pages
(e) Civil Proceedings:
During the last five years, neither the Reporting Person nor
any executive officer or director of the Reporting Person has
been party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person would have been subject to any judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) State of Incorporation: Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
Funds for the purchase of the securities are derived from the Reporting
Person's working capital and the sale of certain assets of the Reporting Person.
Specifically, $1,500,000 in cash in addition to certain of the Reporting
Person's assets (as set forth in the Asset and Securities Purchase Agreement by
and between the Issuer and the Reporting Person dated as of September 25, 1998
(the "Agreement")) were paid to the Issuer in consideration for (a) 1,600,000
shares of Common Stock of the Issuer; (b) a warrant to purchase an additional
750,000 shares of Common Stock of the Issuer at an exercise price of $8.00 per
share, exercisable at any time on or before March 25, 2000; and (c) a warrant to
purchase 750,000 shares of the Issuer's Common Stock at an exercise price of
$10.50 per share, exercisable at any time on or before September 25, 2000.
<PAGE>
CUSIP No. 67082N109 13D Page 5 of 12 Pages
Item 4. Purpose of the Transaction.
- ------ --------------------------
The Reporting Person acquired the Common Stock and the warrants (as
described below) as an investment and in connection with the Agreement and
certain related agreements by and between the Issuer and the Reporting Person
pursuant to which the Reporting Person sold to the Issuer certain of the
Reporting Person's assets (as set forth in the Agreement) and paid to the Issuer
$1,500,000 in exchange for (a) 1,600,000 shares of the Common Stock of the
issuer; (b) a warrant to purchase 750,000 shares of Common Stock of the Issuer
at an exercise price of $8.50 per share, exercisable at any time on or before
March 25, 2000; and (c) a warrant to purchase 750,000 shares of the Common Stock
of the Issuer at an exercise price of $10.50 per share, exercisable at any time
on or before September 25, 2000. Pursuant to the Stockholder and Voting
Agreement dated as of September 25, 1998 by and among the Issuer, the Reporting
Person and certain stockholders of the Issuer (the "Stockholder and Voting
Agreement"), the Reporting Person has agreed that it will not purchase any
additional shares of Common Stock of the Issuer without first obtaining the
written consent of the Issuer (other than pursuant to the exercise of the
warrants and except to retain the Reporting Person's relative percentage of
ownership of the Issuer's Common Stock) (the "Standstill Provision"). Subject to
such Standstill Provision, in the future, from time to time, the Reporting
Person may purchase additional shares of Common Stock of the Issuer depending on
the then prevailing market conditions and the price at which such Common Stock
shares are traded in the open market or privately negotiated transactions.
<PAGE>
CUSIP No. 67082N109 13D Page 6 of 12 Pages
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
According to the Form 10-Q for the quarter ended June 30, 1998 of the
Issuer, there are approximately 16,887,233 shares of Common Stock issued and
outstanding (before giving effect to the issuance of the 1,600,000 shares of
Common Stock and the 1,500,000 shares of Common Stock issuable upon exercise of
the warrants).
(a) Amount beneficially owned: 3,100,000*
Percent of class: 15.5%.
(b) The number of shares as to which the Reporting Person has:
(i) Sole power to vote or direct the vote: 3,100,000
shares;
(ii) Shared power to vote or direct the vote: none;
(iii) Sole power to dispose or direct the disposition of:
3,100,000 shares;
(iv) Shared power to dispose or direct the disposition of:
none.
(c) Recent Transactions:
On September 25, 1998, the Reporting Person acquired the
Common Stock and the warrants (as described in Items 3 and 4
above) as an investment and in connection with the Agreement
(as defined in Item 3 above) and certain related agreements
between the Issuer and the Reporting Person pursuant to which
the Reporting Person: (i) paid $1,500,000 in cash and
transferred to the Issuer certain assets as set forth in the
Agreement and (ii) entered into a strategic alliance with the
Issuer pursuant to the related agreements.
- --------
* Includes up to 1,500,000 shares of Common Stock that the Reporting Person has
a right to acquire pursuant to the warrants described in Items 3 and 4. Such
shares are beneficially owned by the Reporting Person under Rule 13d-3 because
the Reporting Person has a right to acquire such shares within the next 60 days.
<PAGE>
CUSIP No. 67082N109 13D Page 7 of 12 Pages
Pursuant to the Registration Rights Agreement between the
Reporting Person and the Issuer, the Reporting Person has,
under certain circumstances, various rights related to (d)
registration of Common Stock of the Issuer held by the
Reporting Person and (e) participation in future sales and
issuances of securities by the Issuer. Pursuant to the
Stockholder and Voting Agreement between the Reporting Person
and the Issuer, the Reporting Person has, under certain
circumstances, various rights related to the voting of the
Common Stock of the Issuer held by the Reporting Person,
including, but not limited to, the right to nominate
candidate(s) to the Issuer's board of directors, the right to
consent to certain transactions of the Issuer and certain
preemptive rights with respect to future offerings of stock of
the Issuer. The Reporting Person is also subject to the
Standstill Provision contained in the Stockholder and Voting
Agreement. The Reporting Person paid $1,500,000 in cash and
transferred certain assets as set forth in the Agreement in
exchange for 1,600,000 shares of Common Stock of the Issuer, a
warrant to purchase an additional 750,000 shares of Common
Stock of the Issuer at an exercise price of $8.00 per share,
exercisable at any time on or before March 25, 2000, and a
warrant to purchase an additional 750,000 shares of Common
Stock of the Issuer at an exercise price of $10.50 per share,
exercisable at any time on or before September 25, 2000.
(f) Grants with Respect to Dividends or Sales Proceeds:
Not applicable.
<PAGE>
CUSIP No. 67082N109 13D Page 8 of 12 Pages
(g) Date of Cessation of Five Percent Beneficial Ownership:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ------ -------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Pursuant to the Registration Rights Agreement between the Reporting
Person and the Issuer, the Reporting Person has, under certain circumstances,
various rights related to (a) registration of Common Stock of the Issuer held by
the Reporting Person and (b) participation in future sales and issuances of
securities by the Issuer.
Pursuant to the Stockholder and Voting Agreement between the Reporting
Person and the Issuer, the Reporting Person has, under certain circumstances,
various rights related to the voting of the Common Stock of the Issuer held by
the Reporting Person, including, but not limited to, the right to nominate
candidate(s) to the Issuer's board of directors, the right to consent to certain
transactions of the Issuer and certain preemptive rights with respect to future
offerings of stock of the Issuer.
Item 7. Material to be filed as Exhibits.
- ------ --------------------------------
Exhibit 1 Stockholder and Voting Agreement dated as of
September 25,1998, by and among Science
Applications International Corporation, ODS
Networks, Inc. and certain stockholders of ODS
Networks, Inc.
<PAGE>
CUSIP No. 67082N109 13D Page 9 of 12 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of October 2, 1998.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By /s/ Douglas E. Scott
-----------------------------------------
Douglas E. Scott
Senior Vice President and General Counsel
<PAGE>
CUSIP No. 67082N109 13D Page 10 of 12 Pages
APPENDIX A
Directors
The following is a list of all directors of Science Applications
International Corporation ("SAIC") and certain other information with respect to
each director. All directors are United States citizens.
<TABLE>
<CAPTION>
Name, Principal Business and
Address of Corporation or
Other Organization on
Name Principal Occupation Which Employment is Conducted
---- -------------------- -----------------------------
<S> <C> <C>
Duane P. Andrews Corporate Executive Vice President and Director 1710 Goodrich Drive
of SAIC McLean, VA 22102
J. Robert Beyster Chairman of the Board, Chief Executive Officer, 1241 Cave Street
President and Director of SAIC La Jolla, CA 92037
Vincent N. Cook Director of SAIC 1000 South Frontage Road West
Glen Lyon Building, Suite 200
Vail, CO 81657
Wolfgang H. Demisch Managing Director of Wasserstein Perella, an Wasserstein Perella
investment bank 31 West 52nd Street, 27th Floor
New York, NY 10019
David W. Dorman Chief Executive Officer of PointCast, 501 Macara Avenue
Incorporated, provider of news and information Sunnyvale, CA 94086
services via the Internet
Wayne A. Downing Director of SAIC 2860 S. Circle Drive, Suite 2400
Colorado Springs, CO 80906
John E. Glancy Corporate Executive Vice President and Director 1241 Cave Street
of SAIC La Jolla, CA 92037
Bobby R. Inman Director of SAIC 701 Brazos, Suite 500
Austin, TX 78701
Anita K. Jones Professor, Dept. of Computer Science, University Department of Computer Science
of Virginia Thornton Hall
University of Virginia
Charlottesville, VA 22903
Harry M. Jansen Kraemer, Jr. President of Baxter International Inc., a health One Baxter Parkway
care products, systems and services company Deerfield, IL 60015
<PAGE>
CUSIP No. 67082N109 13D Page 11 of 12 Pages
Name, Principal Business and
Address of Corporation or
Other Organization on
Name Principal Occupation Which Employment is Conducted
---- -------------------- -----------------------------
Claudine B. Malone President of Financial Management Consulting, 7570 Potomac Fall Road
Inc., a consulting company McLean, VA 22102
John W. McRary Chairman, President and Chief Executive Officer 3500 W. Balcones Center Drive
of Microelectronics and Computer Technology Austin, TX 78759
Corporation, a corporation involved in research
and development of advanced computer architec-
ture, software technology, component packaging
and computer-aided design and manufacturing
Stephen D. Rockwood Executive Vice President and Director of SAIC 16701 West Bernardo Drive
San Diego, CA 92127
Richard C. Smith Chief Executive Officer of Bell Communications 445 South Street
Research, Inc., a wholly owned subsidiary of Morristown, NJ 07960
SAIC
Edward A. Straker Executive Vice President and Director of SAIC 11251 Roger Bacon Drive
Reston, VA 20190
Monroe E. Trout Director of SAIC 6135 Via Posada Del Norte
Rancho Santa Fe, CA 92067
Joseph P. Walkush Sector Vice President and Director of SAIC 1241 Cave Street
La Jolla, CA 92037
John H. Warner, Jr. Corporate Executive Vice President and Director 10260 Campus Point Drive
of SAIC San Diego, CA 92121
Jasper A. Welch President of Jasper Welch Associates, a consulting 2129 Foothill Road
firm Santa Fe, NM 87505
James B. Wiesler Director of SAIC 605 San Fernando Road
San Diego, CA 92106
A. Thomas Young Director of SAIC 12921 Esworthy Road
N. Potomac, MD 20878
</TABLE>
<PAGE>
CUSIP No. 67082N109 13D Page 12 of 12 Pages
Executive Officers
------------------
The following is a list of all executive officers of Science
Applications International Corporation ("SAIC"), excluding executive officers
who are also directors. Unless otherwise indicated, each officer's business
address is 10260 Campus Point Drive, San Diego, CA 92121. All executive officers
are United States citizens.
Daniel W. Baldwin Senior Vice President and Treasurer
David A. Cox Executive Vice President
SAIC
4242 Campus Point Court
San Diego, CA 92121
J. Dennis Heipt Senior Vice President for Administration
and Corporate Secretary
Peter N. Pavlics Senior Vice President and Controller
William A. Roper, Jr. Senior Vice President and Chief Financial
Officer
SAIC
1241 Cave Street
La Jolla, CA 92037
Robert A. Rosenberg Executive Vice President
SAIC
1710 Goodridge Drive
McLean, VA 22102
Douglas E. Scott Senior Vice President and General Counsel
STOCKHOLDER AND VOTING AGREEMENT
This Stockholder and Voting Agreement ("AGREEMENT"), is made effective
as of September 25, 1998, by and among SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION, a Delaware corporation ("SAIC"), ODS NETWORKS, INC., a Delaware
corporation ("ODS"), and the stockholders of ODS identified below
("STOCKHOLDERS"), who agree as follows:
1. BOARD OF DIRECTORS; OTHER. In consideration of SAIC's investment in
ODS pursuant to the Asset and Securities Purchase Agreement between SAIC and ODS
of even date herewith ("A&SPA"), so long as SAIC beneficially owns, directly or
indirectly, the lesser of (i) five percent (5%) or more of the outstanding
shares of the common stock of ODS ("Common Stock")or (ii) 1,000,000 shares of
the Common Stock (as appropriately adjusted for stock splits, stock dividends or
other similar transactions), Stockholders and ODS agree to take such action as
may be required to cause:
(a) the expansion of the number of members of the ODS Board of
Directors from five (5) to six (6) members contemporaneously
with the closing of the A&SPA and;
(b) said sixth director to be nominated by SAIC and the
Stockholders to affirmatively support the election of such
SAIC nominee;
(c) the ODS Board of Directors to permit a non-voting SAIC
designee to attend and observe any meetings of the ODS Board
of Directors or any committee thereof, provided, however, that
in the event that the ODS Board of Directors is expanded to
more than six (6) members and a nominee of SAIC is elected as
the seventh member of the Board of Directors, then upon such
election, SAIC's right to have a non-voting designee attend
the ODS Board of Directors meetings shall cease;
(d) SAIC to designate a nominee as the seventh director in the
event the ODS Board of Directors is expanded to more than six
(6) directors and the Stockholders to affirmatively support
the election of such SAIC nominee;
(e) SAIC to have the right to approve the nomination by any of the
Stockholders of additional members of the ODS Board of
Directors in the event the ODS Board of Directors is expanded
up to nine (9) members, which such approval shall not be
unreasonably withheld or delayed;
-1-
<PAGE>
(f) the Board of Directors to not be increased above nine (9)
members without the advance written consent of the members of
the Board of Directors nominated by SAIC;
(g) ODS to obtain the consent of SAIC to engage in a transaction
involving: (i) the sale of all or substantially all of the
assets of ODS or the merger of ODS, other than a merger into a
wholly owned subsidiary, in which ODS is not the surviving
entity or the consolidation of ODS with one or more other
corporations where, in any such event, the transaction
proceeds consist, in whole or in part, of unregistered
securities or registered securities of a company that is
publicly traded and the average trading volume of said entity
is less than fifteen percent (15%), on a fully-diluted basis,
of SAIC's holdings of shares of Common Stock and the shares of
Common --- Stock to be issued upon the exercise of any
warrants held by SAIC from time to time or (ii) any future
issuance by ODS of shares of ODS stock representing twenty
percent (20%) or more of the then outstanding voting stock of
ODS whether in a single transaction or a series of
transactions between ODS and the same party or the affiliates
of such party (in which case SAIC may condition its consent
upon SAIC receiving preemptive rights); provided, however,
that SAIC's approval will not be required with respect to any
ODS stock (i) to be issued pursuant to an employee stock
option plan, or (ii) to be offered to the public pursuant to
an underwritten public offering.
(h) preemptive rights to be provided to SAIC with respect to any
future offering of additional shares of ODS stock other than
shares of ODS stock (i) any transaction approved by SAIC
pursuant to this Agreement, (ii) to be issued pursuant to an
employee stock option plan, (iii) to be offered to the public
pursuant to an underwritten public offering, or (iv) issued as
full or partial consideration in connection with a merger or
acquisition by or of ODS.
2. TRANSFER OF SHARES. Nothing in this Agreement shall restrict the
ability of the a Stockholder to sell, transfer, or otherwise dispose of any of
the shares of Common Stock owned by them (the "Stockholder Shares"); provided,
however that for as long as a Stockholder owns any Common Stock such Stockholder
shall be bound by this Agreement..
3. STANDSTILL. For a period of one (1) year from the date of this
Agreement and subject to the exceptions provided in this Agreement, unless SAIC
shall have obtained the written consent of ODS, SAIC agrees that it will not
purchase, directly or indirectly, any additional shares of Common Stock (other
than pursuant to the exercise of warrants issued to SAIC by ODS) except to
retain SAIC's relative percentage of ownership of ODS stock. Notwithstanding the
foregoing, in the event a Stockholder sells any Stockholder Shares, SAIC may, at
any time thereafter, and without the consent of ODS, purchase an amount equal to
the Stockholder Shares sold by the Stockholder(s).
-2-
<PAGE>
4. HOLDING PERIOD. SAIC agrees that it will hold the Common Stock,
warrants to purchase Common Stock or other securities of ODS issued to or held
by SAIC pursuant to the A&SPA and any shares of Common Stock or other securities
issued upon the exercise of the warrants (collectively, the "Shares") for at
least twelve (12) months from the date of this Agreement; provided, however,
that nothing in the foregoing will be deemed to preclude SAIC from exercising
any warrants during the twelve (12) month period following the date of this
Agreement or to purchase additional Common Stock as provided for in Section 3
above.
5. MISCELLANEOUS. SAIC agrees to make appropriate personnel available
for comment to industry analysts from time to time.
6. ARBITRATION OF DISPUTES. The parties agree that any controversy or
claim (whether such controversy or claim is based upon or sounds in statute,
contract, tort or otherwise) arising out of or relating to this Agreement, any
performance or dealings among the parties, or any dispute arising out of the
interpretation or application of this Agreement, which the parties are not able
to resolve, shall be settled exclusively by arbitration in Dallas, Texas by a
single arbitrator pursuant to the American Arbitration Association's Commercial
Arbitration Rules then in effect and judgment upon the award rendered by the
arbitrator shall be entered in any court having jurisdiction thereof and such
arbitrator shall have the authority to grant injunctive relief in a form similar
to that which a court of law would otherwise grant. The arbitrator shall be
chosen from a panel of licensed attorneys having at least fifteen (15) years of
professional experience who are familiar with the subject matter of this
Agreement. The arbitrator shall be appointed within thirty (30) days of the date
the demand for arbitration was sent to the other party. Discovery shall be
permitted in accordance with the Federal Rules of Civil Procedure. If an
arbitration proceeding is brought pursuant to this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees, costs and
necessary disbursements incurred in addition to any other relief to which such
party may be entitled.
7. CHOICE OF LAW. The Agreement and the performance or breach thereof
shall be governed by and interpreted as to substantive matters in accordance
with the applicable laws of the State of Delaware (excluding its choice of law
rules).
8. ASSIGNMENT. No portion of this Agreement or any right or obligation
hereunder can be assigned, in whole or in part, by any Stockholder hereto
without the prior written consent of SAIC unless the assignee executes a
document substantially similar to this Agreement, intending to be legally bound
thereby, and delivers same to SAIC. SAIC may not assign this Agreement and any
attempt to do so will be void and of no effect.
9. WAIVER. No waiver of, no delay in the exercise of, and no omission
to exercise any rights or remedies by any party shall be construed as a waiver
by such party of any other rights or remedies that such party may have under
this Agreement.
10. NOTICE. Unless otherwise specified herein, any notice required or
permitted to be given under this Agreement shall be sufficient, if in writing,
and shall be deemed to be fully given
-3-
<PAGE>
if personally delivered, if sent by registered mail, by facsimile with an
original copy by regular mail, or by telex with receipt acknowledged, to the
following addresses:
(a) If to SAIC, to:
Douglas M. Schrier, Senior Vice President
Science Applications International Corporation
10260 Campus Point Drive, M/S L5-A
San Diego CA 92121
FAX: 619-546-6980
With a copy to:
Kevin A. Werner, Esq.
Associate General Counsel
Science Applications International Corporation
10260 Campus Point Drive, M/S F3
San Diego CA 92121
FAX: 619-535-7992
(b) If to ODS, to:
G. Ward Paxton
Chairman, President and Chief Executive Officer
ODS Networks, Inc.
1101 E. Arapaho Road
Richardson, Texas 75081
FAX: 972-301-3841
(c) If to Stockholders, to the address immediately below
such Stockholder's name.
The foregoing addresses and individuals may be changed by either party by giving
to the other party prior written notice of any such change.
11. THIRD PARTIES. Nothing herein expressed or implied is intended or
shall be construed to confer upon or give to any person or corporation other
than the parties hereto and their successors or assigns, any rights or remedies
under or by reason of this Agreement.
12. FURTHER ASSURANCES. Each of the parties hereto agrees that from
time to time, at the request of any of the other parties hereto and without
further consideration, it will execute and deliver such other documents and take
such other action as such other party may reasonably request in order to
consummate more effectively the transactions contemplated hereby.
-4-
<PAGE>
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof and may only be
modified by a written instrument executed by an authorized officer of both
parties. All proposals, negotiations and representations (if any) made prior,
and with reference to the subject matter of this Agreement, are merged herein.
This Agreement may be executed in multiple counterparts and each counterpart
will be deemed an original, but all counterparts together will constitute a
single instrument. This Agreement has been negotiated by the parties and their
respective counsel and will be interpreted fairly in accordance with its terms
and without any strict construction in favor of or against either party. Neither
SAIC, ODS nor any Stockholder shall be bound by any oral agreement or
representation, irrespective of when made.
IN WITNESS WHEREOF, as of the day first above written, SAIC and ODS
have caused this Agreement to be signed by their respective duly authorized
officers and each Stockholder and spouse, if any, have caused this Agreement to
be signed.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION,
a Delaware corporation
By: /s/ Douglas M. Schrier
------------------------------------
Name: Douglas M. Schrier
----------------------------------
Title: Senior Vice President
---------------------------------
ODS NETWORKS, INC.,
a Delaware corporation
By: /s/ G. Ward Paxton
------------------------------------
Name: G. Ward Paxton
----------------------------------
Title: Chief Executive Officer
---------------------------------
STOCKHOLDERS OF ODS NETWORKS, INC.
/s/ T. Joe Head
---------------------------------------
T. Joe Head
-----------------------------
(spouse)
Address: 1101 E. Arapaho Road
-------------------------------
Richardson, TX 75081
-------------------------------
-5-
<PAGE>
/s/ Timothy W. Kinnear
---------------------------------------
Timothy W. Kinnear
/s/ Judy E. Kinnear
-----------------------------
(spouse)
Address: 415 Wolverly Lane
-------------------------------
Allen, TX 75002
-------------------------------
/s/ G. Ward Paxton
---------------------------------------
G. Ward Paxton
/s/ Pat Paxton
-----------------------------
(spouse)
Address: P. O. Box 227
-------------------------------
Allen, TX 75013
-------------------------------
/s/ Mark A. Paxton
---------------------------------------
Mark A. Paxton
/s/ Barbara E. Paxton
-----------------------------
(spouse)
Address: P. O. Box 437
-------------------------------
Allen, TX 75013
-------------------------------
/s/ Michael L. Paxton
---------------------------------------
Michael L. Paxton
/s/ Kathryn Paxton
-----------------------------
(spouse)
Address: 7111 Round Hill Road
-------------------------------
McKinney, TX 75070
-------------------------------
/s/ Julie Paxton Puckett
---------------------------------------
Julie Paxton Puckett
-----------------------------
(spouse)
Address: 2 White Rock Trail
-------------------------------
Lucas, TX 75002
-------------------------------
