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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
Registration No. 333-26025
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-3630868
(State or other jurisdiction (I.R.S. Employer
of 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)
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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
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /____/
If any of the securities being registered on this form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /____/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /____/
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. /____/
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DEREGISTRATION OF PLAN INTERESTS
Science Applications International (the "Company") has heretofore filed
Registration Statement Nos. 33-58669, 333-3215 and 333-26025 on Form S-3, as
amended, that registered an indeterminate number of interests in the Company's
1995 Employee Stock Purchase Plan; Registration Statement Nos. 33-53177,
33-58669, 333-3215 and 333-26025 on Form S-3, as amended, that registered an
indeterminate number of interests in the Company's Stock Compensation Plan and
Management Stock Compensation Plan; and Registration Statement Nos. 333-3215 and
333-26025 on Form S-3, as amended, that registered an indeterminate number of
interests in the Company's Key Executive Stock Deferral Plan (together, the
"Plan Interests"). Pursuant to Rule 429 under the Securities Act of 1933, as
amended, Registration Statement No. 333-26025 on Form S-3, as amended, (the
"Registration Statement") contained a combined prospectus relating to all of the
Plan Interests. The purpose of this Post-Effective Amendment is to deregister
all of the Plan Interests.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California on
April 30, 1998.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By /s/ J.R. BEYSTER*
---------------------------------
J.R. Beyster
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ J.R. BEYSTER* Chairman of the Board and April 30, 1998
- -------------------------------- Chief Executive Officer
J.R. Beyster
/s/ W.A. ROPER, JR.* Principal Financial Officer April 30, 1998
- --------------------------------
W.A. Roper, Jr.
/s/ P.N. PAVLICS* Principal Accounting Officer April 30, 1998
- --------------------------------
P.N. Pavlics
/s/ D.P. ANDREWS* Director April 30, 1998
- --------------------------------
D.P. Andrews
/s/ V.N. COOK* Director April 30, 1998
- --------------------------------
V.N. Cook
/s/ W.H. DEMISCH* Director April 30, 1998
- --------------------------------
W.H. Demisch
/s/ W.A. DOWNING* Director April 30, 1998
- --------------------------------
W.A. Downing
/s/ J.E. GLANCY* Director April 30, 1998
- --------------------------------
J.E. Glancy
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ B.R. INMAN* Director April 30, 1998
- --------------------------------
B.R. Inman
Director
- --------------------------------
A.K. Jones
/s/ H.M.J. KRAEMER, JR.* Director April 30, 1998
- --------------------------------
H.M.J. Kraemer, Jr.
/s/ W.M. LAYSON* Director April 30, 1998
- --------------------------------
W.M. Layson
/s/ C.B. MALONE* Director April 30, 1998
- --------------------------------
C.B. Malone
/s/ J.W. MCRARY* Director April 30, 1998
- --------------------------------
J.W. McRary
/s/ S.D. ROCKWOOD* Director April 30, 1998
- --------------------------------
S.D. Rockwood
Director
- --------------------------------
R.C. Smith
/s/ E.A. STRAKER* Director April 30, 1998
- --------------------------------
E.A. Straker
/s/ M.E. TROUT* Director April 30, 1998
- --------------------------------
M.E. Trout
/s/ J.P. WALKUSH* Director April 30, 1998
- --------------------------------
J.P. Walkush
/s/ J.H. WARNER, JR.* Director April 30, 1998
- --------------------------------
J.H. Warner, Jr.
/s/ J.A. WELCH* Director April 30, 1998
- --------------------------------
J.A. Welch
/s/ J.B. WIESLER* Director April 30, 1998
- --------------------------------
J.B. Wiesler
/s/ A.T. YOUNG* Director April 30, 1998
- --------------------------------
A.T. Young
*By /s/ D.E. SCOTT
-----------------------------
D.E. Scott
as Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS INCORPORATED BY REFERENCE TO
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<S> <C> <C>
23(a) Consent of Douglas E. Scott, Esq. (contained
in Exhibit 5(a) to the Registration
Statement No. 333-26025, as amended).
23(b) Consent of Price Waterhouse LLP. **
23(c) Consent of Baker & McKenzie. **
23(d) Consent of Coopers & Lybrand L.L.P. **
- ----------
</TABLE>
** Filed herewith.
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Exhibit 23(b)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment No. 1 to Form S-3
Registration Statement of our report dated April 3, 1998 appearing on page F-2
of Science Applications International Corporation's Annual Report on Form 10-K
for the year ended January 31, 1998. We also consent to the incorporation by
reference in such Prospectus of our report dated February 27, 1998 appearing on
page F-2 of the Annual Report on Form 11-K of the Science Applications
International Corporation Employee Stock Purchase Plan for the year ended
January 31, 1998. We also consent to the incorporation by reference in such
Prospectus of our report dated April 3, 1998 appearing on page F-2 of the Annual
Report on Form 11-K of the Science Applications International Corporation Cash
or Deferred Arrangement for the year ended December 31, 1997. We also consent to
the incorporation by reference in such Prospectus of our report dated April 3,
1998 appearing on page F-2 of the Annual Report on Form 11-K of the TransCore
Retirement Savings Plan for the year ended December 31, 1997. We also consent to
the incorporation by reference in such Prospectus of our report dated April 3,
1998 appearing on page F-2 of the Annual Report on Form 11-K of the Bell
Communications Research Savings and Security Plan for the year ended December
31, 1997. We also consent to the incorporation by reference in such Prospectus
of our report dated April 3, 1998 appearing on page F-2 of the Annual Report on
Form 11-K of the Bell Communications Research Savings Plan for Salaried
Employees for the year ended December 31, 1997. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/S/PRICE WATERHOUSE LLP
San Diego, California
April 29, 1998
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Exhibit 23(c)
April 25, 1998
Board of Directors
Science Applications International Corporation
10260 Campus Point Drive
San Diego, California 92121
Re: Form S-3 Registration Statement
Dear Directors:
We hereby consent to all references to our firm in the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the Securities Act.
Very truly yours,
/s/ Baker & McKenzie
Baker & McKenzie
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Exhibit 23(d)
Consent of Independent Accountants
We consent to the incorporation by reference in the post-effective amendment to
the registration statement of Science Applications International Corporation on
Form S-3 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. We also consent to the
reference to our firm under the caption "Experts".
/S/COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
April 29, 1998
