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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: JULY 14, 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.
(a) On July 9, 1999, the Board of Directors established the price of
the Class A Common Stock of the Registrant at $77.44. 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>
April 10, 1998..... 3.90 754,778,000 57,511,742 84,794,000 54,889,045 $ 47.22 $ 236.10
July 10, 1998...... 3.90 889,231,000 60,638,881 101,956,000 55,934,116 $ 54.90 $ 274.50
October 9, 1998.... 3.70 935,179,000 61,495,949 119,728,000 57,423,808 $ 58.87 $ 294.35
January 8, 1999.... 3.80 980,390,000 61,786,525 147,609,000 58,843,368 $ 69.82 $ 349.10
April 9, 1999...... 3.90 1,084,602,000 63,260,649 150,688,000 60,192,650 $ 72.41 $ 362.05
July 9, 1999....... 1.00 1,644,285,000 64,602,003 565,071,000 61,516,685 $ 77.44 $ 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.
(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.
(b) 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 Restated 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;
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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.
It is contemplated that the Recapitalization Proposal will become
effective on or about August 31, 1999.
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: July 14, 1999 By /s/ Douglas E. Scott
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Douglas E. Scott
Its: Senior Vice President
and General Counsel
