SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
NETWORK SOLUTIONS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
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(Title of Class of Securities)
64121Q102
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(CUSIP Number)
Douglas E. Scott, Esq.
Senior Vice President and General Counsel
Science Applications International Corporation
10260 Campus Point Drive
San Diego, CA 92121
(858) 826-7325
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Aloma H. Avery, Esq.
Senior Counsel
Science Applications International Corporation
10260 Campus Point Drive
San Diego, CA 92121
Tel: (858) 546-6000
JANUARY 19, 2000
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(Date of Event which Requires Filing of Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
* 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).
(CONTINUED ON FOLLOWING PAGE(S))
<PAGE>
CUSIP No. 64121Q102
1 NAMES OF REPORTING PERSONS: Science Applications
International Corporation
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 95-3630868
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY
EACH REPORTING 8 SHARED VOTING POWER 14,850,000
PERSON WITH
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9 SOLE DISPOSITIVE POWER None
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10 SHARED DISPOSITIVE POWER 14,850,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 14,850,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / /
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 43.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 2 of 12
<PAGE>
CUSIP No. 64121Q102
1 NAMES OF REPORTING PERSONS: SAIC Venture Capital Corporation
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 88-0447177
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
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NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY
EACH REPORTING 8 SHARED VOTING POWER 14,850,000
PERSON WITH
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER None
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER 14,850,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 14,850,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / /
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 43.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 3 of 12
<PAGE>
ITEM 1. SECURITY AND ISSUER.
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This Schedule 13D relates to the Common Stock, par value $.001 per
share (the "Common Stock") of Network Solutions, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 505 Huntmar Park Drive,
Herndon, Virginia 20170.
ITEM 2. IDENTITY AND BACKGROUND.
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(a)-(c) This Schedule 13D is being filed jointly by each of the
following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and
Exchange Commission (the "Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended ( the "Exchange Act"): (i) Science Applications
International Corporation, a Delaware corporation ("SAIC"); and (ii) SAIC
Venture Capital Corporation, a Nevada corporation and wholly owned subsidiary of
SAIC ("SVCC" and, together with SAIC, the "Reporting Persons").
This Schedule 13D is being filed with respect to 14,850,000 shares of
Common Stock previously held directly by SAIC, the ownership of which was
previously reported on Schedule 13G.
As previously reported by SAIC in its Schedule 13G filed on February
13, 1998, and subsequently amended on March 19, 1999, SAIC directly owned
7,425,000 shares of Class B Common Stock, par value $.001 per share (the "Class
B Common Stock") of the Issuer, convertible into 7,425,000 shares of Class A
Common Stock, par value $.001 per share (the "Class A Common Stock") of the
Issuer. On December 31, 1998, the Issuer's Board of Directors approved a
two-for-one stock split of the shares of its Class A Common Stock and Class B
Common Stock, that was effected in the form of a 100% stock dividend distributed
on March 23, 1999 on shares of its Class A Common Stock and Class B Common Stock
outstanding on February 26, 1999. As a result of the stock split, as of March
23, 1999, SAIC owned 14,850,000 shares of Class B Common Stock. On June 3, 1999,
SAIC converted its 14,850,000 shares of Class B Common Stock into 14,850,000
shares of Class A Common Stock. On June 17, 1999, the Issuer filed a Certificate
of Amendment of Second Amended and Restated Certificate of Incorporation whereby
its Class A Common Stock and Class B Common Stock were reclassified as a single
class of Common Stock. Therefore, as of June 17, 1999, SAIC owned 14,850,000
shares of Common Stock.
On January 19, 2000, SAIC effected the transfer of the 14,850,000
shares of Common Stock to its wholly owned subsidiary, SVCC, as an initial
capital contribution. SVCC's principal office is located at 3900 Paradise Road,
Las Vegas, Nevada 89109. SVCC is a wholly owned venture capital investment
subsidiary of SAIC. SAIC's principal office is located at 10260 Campus Point
Drive, San Diego, California 92121. SAIC provides diversified professional and
technical services and designs, develops and manufactures high-technology
products.
The following information with respect to each executive officer and
director of SAIC and SVCC is set forth in Appendix A hereto, which is
incorporated herein by reference: (i) name; (ii) business address; (iii)
principal occupation or employment; and (iv) name of any corporation or other
organization in which such employment is conducted, together with the principal
business address of any such corporation or organization other than SAIC or
SVCC for which such information is set forth above.
(d)-(f) During the last five years, neither SAIC nor SVCC nor, to the
best of their knowledge, any of the persons listed in Appendix A attached hereto
has been (a) convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a 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. To the
knowledge of SAIC and SVCC, each of the individuals listed in Appendix A
attached hereto is a United States citizen.
Page 4 of 12
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------ -------------------------------------------------
On January 19, 2000, SAIC effected the transfer of the 14,850,000
shares of Common Stock to its wholly owned subsidiary, SVCC, as an initial
capital contribution.
ITEM 4. PURPOSE OF TRANSACTION.
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On January 19, 2000, SAIC effected the transfer of the 14,850,000
shares of Common Stock to its wholly owned subsidiary, SVCC, as an initial
capital contribution.
(a) SAIC proposes to offer 6,700,000 shares of Common Stock of the
Issuer in a public offering pursuant to a Registration Statement on Form S-3. In
connection with such proposed offering by SAIC, as well as the proposed offering
by the Issuer of 1,000,000 shares of its Common Stock and the proposed offering
by other selling stockholders of 30,000 shares of Common Stock of the Issuer,
the Issuer has filed a Registration Statement on Form S-3 and Amendment No. 1
thereto with the Commission on December 22, 1999 and December 30, 1999,
respectively.
(b)-(c) Not applicable.
(d) Several officers and employees of SAIC currently serve as directors
of the Issuer. The Issuer has stated in its Amendment No.1 to Registration
Statement on Form S-3, filed with the Commission on December 30, 1999, that it
anticipates that the composition of the Issuer's board of directors will change
in connection with the decrease in SAIC's percentage ownership of the Issuer's
Common Stock as a result of the proposed offering by SAIC of 6,700,000 shares of
Common Stock of the Issuer.
(e)-(j) Not applicable.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
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(a) SVCC directly owns 14,850,000 shares of Common Stock, which represent
approximately 43.8% of the Common Stock of the Issuer. The calculation
of percentage of beneficial ownership was derived from the Issuer's Amendment
No. 1 to Registration Statement on Form S-3, filed with the Commission on
December 30, 1999, in which the Issuer stated that the number of shares of
Common Stock outstanding as of December 15, 1999 was 33,883,707. For reporting
purposes, SAIC may be deemed the beneficial owner of the shares owned by SVCC.
(b) For reporting purposes, SVCC and SAIC may be deemed to share voting
and dispositive powers with respect to the 14,850,000 shares of Common Stock.
(c) None.
(d) SVCC is a wholly owned subsidiary of SAIC.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
- ------ ---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
---------------------------
SVCC is a wholly owned subsidiary of SAIC. Pursuant to the Registration
Rights Agreement between the Issuer and SAIC, if the Issuer proposes to register
any of its securities either for its own account or for the account of its other
security holders, SAIC is entitled to notice of the registration and is entitled
to include, at the Issuer's expense, SAIC's shares in the registration, subject
to cutback by the underwriters. In addition, SAIC may require the Issuer on not
more than two occasions, to register SAIC's shares. The first registration
required by SAIC was effected in February 1999. The second registration
Page 5 of 12
<PAGE>
required by SAIC is the registration being effected with the proposed offering
discussed in Item 4(a) of this Schedule 13D. The Issuer has agreed to indemnify
SAIC in connection with any such registration.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A: Agreement as to Joint Filing of Schedule 13D, dated as
of January 19, 2000, between SAIC and SVCC.
Page 6 of 12
<PAGE>
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: January 19, 2000.
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
By /S/ DOUGLAS E. SCOTT
-----------------------------------------
Douglas E. Scott
Senior Vice President and General Counsel
SAIC VENTURE CAPITAL CORPORATION
By /S/ IRA J. MILLER
-----------------------------------------
Ira J. Miller
President
Page 7 of 12
<PAGE>
APPENDIX A
Directors and Executive Officers
The following table sets forth the name, business address and present
principal occupation or employment of each of the directors of Science
Applications International Corporation ("SAIC"). To the knowledge of SAIC, each
director listed below is a United States citizen.
<TABLE>
<CAPTION>
NAME, PRINCIPAL BUSINESS AND
ADDRESS OF CORPORATION OR OTHER
ORGANIZATION IN WHICH EMPLOYMENT
NAME PRINCIPAL OCCUPATION IS CONDUCTED
---- -------------------- ---------------------------------
<S> <C> <C>
Sanjiv Ahuja President and Chief Operating Officer of Telcordia Technologies, Inc.
Telcordia Technologies, Inc., a wholly 445 South St.
owned subsidiary of SAIC Morristown, NJ 07960
Duane P. Andrews Corporate Executive Vice President and 1710 Goodrich Drive
Director of SAIC McLean, VA 22102
J. Robert Beyster Chairman of the Board, Chief Executive 1241 Cave Street
Officer, President and Director of SAIC La Jolla, CA 92037
David A. Cox Executive Vice President and Director of 4242 Campus Point Court
SAIC San Diego, CA 92121
Wolfgang H. Demisch Managing Director of Wasserstein Perella, Wasserstein Perella
an investment bank 31 West 52nd Street, 27th Floor
New York, NY 10019
David W. Dorman Chief Executive Officer of AT&T/BT Global AT&T/BT Global Venture
Venture Room 6120
1200 Peachtree Street, NE
Atlanta, GA 30339
Wayne A. Downing Director of SAIC 2860 S. Circle Drive, Suite GL10
Colorado Springs, CO 80906
John E. Glancy Corporate Executive Vice President and 1241 Cave Street
Director 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, Department of Computer Science
University of Virginia Thornton Hall
University of Virginia
Charlottesville, VA 22903
Harry M. Jansen Kraemer, Jr. President and Chief Executive Officer of Baxter International, Inc.
Baxter International Inc., a health care One Baxter Parkway
products, systems and services company Deerfield, IL 60015
Claudine B. Malone President of Financial Management 7570 Potomac Fall Road
Consulting, Inc., a consulting company McLean, VA 22102
Page 8 of 12
<PAGE>
NAME, PRINCIPAL BUSINESS AND
ADDRESS OF CORPORATION OR OTHER
ORGANIZATION IN WHICH EMPLOYMENT
NAME PRINCIPAL OCCUPATION IS CONDUCTED
---- -------------------- ---------------------------------
Stephen D. Rockwood Executive Vice President and Director of 16701 West Bernardo Drive
SAIC San Diego, CA 92127
Louis A. Simpson President and Chief Executive Officer, Plaza Investment Managers, Inc.
Capital Operations of GEICO Corporation, 5951 La Sendita, Bldg. A
an insurance company Rancho Santa Fe, CA 92067
Richard C. Smith Chief Executive Officer of Telcordia 445 South Street
Technologies, Inc., a wholly owned Morristown, NJ 07960
subsidiary of SAIC
Edward A. Straker Executive Vice President and Director of 11251 Roger Bacon Drive
SAIC Reston, VA 20190
Monroe E. Trout Director of SAIC 9322 Norlake Circle
Knoxville, TN 37922
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 10260 Campus Point Drive
Director of SAIC San Diego, CA 92121
Jasper A. Welch President of Jasper Welch Associates, a 2129 Foothill Road
consulting firm Santa Fe, NM 87505
A. Thomas Young Director of SAIC 12921 Esworthy Road
N. Potomac, MD 20878
Page 9 OF 12
</TABLE>
<PAGE>
The following table sets forth the name, business address and title of
each of the executive officers of SAIC, excluding executive officers who are
also directors. To the knowledge of SAIC, each officer listed below is a United
States citizen. Unless otherwise indicated, the business address of each person
named below is c/o Science Applications International Corporation, 10260 Campus
Point Drive, San Diego, California 92121.
NAME TITLE (AND ADDRESS, IF OTHER THAN AS INDICATED ABOVE)
---- -----------------------------------------------------
Daniel W. Baldwin Senior Vice President and Treasurer
J. Dennis Heipt Executive Vice President, Chief Legal &
Administrative Officer and Corporate Secretary
Peter N. Pavlics Senior Vice President and Controller
William A. Roper, Jr. Executive 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
The following table sets forth the name, business address and present
principal occupation or employment of each of the directors of SAIC Venture
Capital Corporation. ("SVCC"). To the knowledge of SVCC, each director listed
below is a United States citizen.
<TABLE>
<CAPTION>
NAME, PRINCIPAL BUSINESS AND
ADDRESS OF CORPORATION OR OTHER
ORGANIZATION IN WHICH EMPLOYMENT
NAME PRINCIPAL OCCUPATION IS CONDUCTED
---- -------------------- ---------------------------------
<S> <C> <C>
J. Robert Beyster (Chairman) Chairman of the Board, Chief Executive 1241 Cave Street
Officer, President and Director of SAIC La Jolla, CA 92037
J. Dennis Heipt Executive Vice President, Chief Legal & 10260 Campus Point Drive
Administrative Officer and Corporate San Diego, California 92121
Secretary of SAIC
William A. Roper, Jr. Executive Vice President and Chief 1241 Cave Street
Financial Officer of SAIC La Jolla, CA 92037
Douglas E. Scott Senior Vice President and General 10260 Campus Point Drive
Counsel of SAIC San Diego, California 92121
</TABLE>
Page 10 of 12
The following table sets forth the name, business address and title of
each of the executive officers of SVCC, excluding executive officers who are
also directors. To the knowledge of SVCC, each officer listed below is a United
States citizen. Unless otherwise indicated, the business address of each officer
named below is c/o SAIC Venture Capital Corporation., 3900 Paradise Road, Las
Vegas, Nevada 89109.
NAME TITLE (AND ADDRESS, IF OTHER THAN AS INDICATED ABOVE)
---- -----------------------------------------------------
Ira J. Miller President and Treasurer
Page 11 of 12
<PAGE>
EXHIBIT A
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing, on behalf
of each of them, of a Statement on Schedule 13D (including amendments thereto)
with respect to the Common Stock of Network Solutions, Inc. Each of them is
responsible for the timely filing of such Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of them is responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Date: January 19, 2000
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
By /S/ DOUGLAS E. SCOTT
-------------------------------------------
Douglas E. Scott
Senior Vice President and General Counsel
SAIC VENTURE CAPITAL CORPORATION
By /S/ IRA J. MILLER
-------------------------------------------
Ira J. Miller
President
