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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: SEPTEMBER 13, 1999
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)
(858) 826-6000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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FORM 8-K
ITEM 5. OTHER EVENTS.
At the July 9, 1999 Annual Meeting of Stockholders, a recapitalization
proposal (the "Recapitalization Proposal") was approved by a majority of the
Registrant's stockholders. The Recapitalization Proposal provides for the
amendment of the Registrant's Certificate of Incorporation (the "Amended
Certificate of Incorporation") to: (1) increase the number of authorized shares
of Class A Common Stock from 100,000,000 shares with a par value of $.01 per
share to 1,000,000,000 shares with a par value of $.01 per share; (2) split each
outstanding share of Class A Common Stock into four shares of Class A Common
Stock; (3) increase the relative voting and other rights of each share of Class
B Common Stock to maintain the relative rights of the Class A Common Stock and
the Class B Common Stock; and (4) clarify the treatment of employees of the
Registrant's subsidiaries under the Registrant's right of repurchase upon
termination of affiliation pursuant to Article Fourth of the Restated
Certificate of Incorporation.
The Recapitalization Proposal became effective on August 31, 1999.
Effective August 31, 1999, the post-split price of the Class A Common Stock of
the Registrant was $19.36. Pursuant to the Amended Certificate of Incorporation,
the price applicable to shares of Class B Common Stock of the Registrant is
equal to 20 times the price of the Class A Common Stock.
The following historical stock price table has been restated to reflect the
four-for-one stock split with the price per share of the Class A Common Stock
rounded to the nearest penny. 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 reviews and sets the market factor at the
value which causes the formula to yield the stock price which the Board of
Directors believes reflects a fair market value for the Class A Common Stock.
<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 9, 1998.... 3.70 935,179,000 245,983,796 119,728,000 229,695,232 $ 14.72 $ 294.35
January 8, 1999.... 3.80 980,390,000 247,146,100 147,609,000 235,373,472 $ 17.46 $ 349.10
April 9, 1999...... 3.90 1,084,602,000 253,042,596 150,688,000 240,770,600 $ 18.10 $ 362.05
July 9, 1999....... 1.00 1,644,285,000 258,408,012 565,071,000 246,066,740 $ 19.36 $ 387.20
</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 the fiscal quarter immediately
preceding the date on which a price determination is to occur.
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(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 diluted earnings per share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
3.1 Restated Certificate of Incorporation of Registrant, as amended August
31, 1999 (incorporated by reference to Exhibit 3.1 to Registrant's
Post-Effective Amendment No. 2 to Form 8-A).
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: September 13, 1999 By /s/ D.E. SCOTT
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Douglas E. Scott
Its: Senior Vice President
and General Counsel
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