SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ODS NETWORKS, INC.
-------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
67082N109
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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
-----------------------------------------
(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
----------------
(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 1 of 11
<PAGE>
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CUSIP No. 67082N109
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1 NAMES OF REPORTING PERSONS: Science Applications International Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 95-3630868
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 3,168,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER None
PERSON
WITH 10 SHARED DISPOSITIVE POWER 3,168,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 3,168,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 15.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 2 of 11
<PAGE>
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CUSIP No. 67082N109
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1 NAMES OF REPORTING PERSONS: SAIC Venture Capital Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 88-0447177
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [__]
(b) [__]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [__]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 3,168,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER None
PERSON
WITH 10 SHARED DISPOSITIVE POWER 3,168,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 3,168,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [__]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 15.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
- --------------------------------------------------------------------------------
Page 3 of 11
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
-------------------------------
The Reporting Persons, Science Applications International Corporation and
SAIC Venture Capital Corporation, hereby amend and supplement the Schedule 13D
filed by SAIC on October 2, 1998 (the "Original Statement") with regard to the
common stock, $.01 par value per share ("Common Stock") of ODS Networks, Inc.
(the "Issuer") for the purpose of amending Items 2, 3, 4, 5 and 6 of the
Original Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety to read as
follows:
(a)-(c) This Amendment No. 1 to Schedule 13D is being filed jointly by
each of the following persons pursuant 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").
Since the initial filing on Schedule 13D by SAIC, SAIC acquired in
October 1998 and November 1998 an aggregate of 68,000 shares of Common Stock of
the Issuer in the open market. As of January 18, 2000, SAIC owned 1,668,000
shares of Common Stock and warrants to purchase 1,500,000 shares of Common
Stock. On January 19, 2000, SAIC effected the transfer of the 1,668,000 shares
of Common Stock and warrants to purchase 1,500,000 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Original Statement is hereby amended and restated in its
entirety to read as follows:
On January 19, 2000, SAIC effected the transfer of the 1,668,000 shares
of Common Stock and warrants to purchase 1,500,000 shares of Common Stock to its
wholly owned subsidiary, SVCC, as an initial capital contribution.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Statement is hereby supplementally amended to
add the following paragraph:
Page 4 of 11
<PAGE>
On January 19, 2000, SAIC effected the transfer of the 1,668,000 shares
of Common Stock and warrants to purchase 1,500,000 shares of Common Stock to its
wholly owned subsidiary, SVCC, as an initial capital contribution.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
Item 5 of the Original Statement is hereby amended and restated in its
entirety to read as follows:
(a) SVCC directly owns 1,668,000 shares of Common Stock and warrants to
purchase 1,500,000 shares of Common Stock,* which together represent a total of
3,168,000 shares or approximately 15.8% of the Common Stock of the Issuer. The
calculation of percentage of beneficial ownership was derived from the Issuer's
Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1999, in which
the Issuer stated that the number of shares of Common Stock outstanding was
18,596,401 (before giving effect to the 1,500,000 shares issuable upon the
exercise of the warrants). For reporting purposes, SAIC may be deemed the
beneficial owner of the 3,168,000 shares owned by SVCC.
(b) For reporting purposes, SVCC and SAIC may be deemed to share voting
and dispositive powers with respect to the 3,168,000 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.
Item 6 of the Original Statement is hereby supplementally amended to
add the following paragraph:
SVCC is a wholly owned subsidiary of SAIC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Agreement as to Joint Filing of Schedule 13D, dated as of
January 19, 2000, between SAIC and SVCC.
- ------------------------
* SVCC has a right to acquire, pursuant to the warrants described in Items 3 and
4 of the Original Statement, up to 1,500,000 shares of Common Stock. Such shares
are deemed to be beneficially owned by SVCC under Rule 13d-3 because the
Reporting Person has a right to acquire such shares within the next 60 days.
Page 5 of 11
<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 6 of 11
<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>
<S> <C> <C> <C>
NAME, PRINCIPAL BUSINESS AND ADDRESS
OF CORPORATION OR OTHER ORGANIZATION
NAME PRINCIPAL OCCUPATION IN WHICH EMPLOYMENT IS CONDUCTED
- --------------------------- --------------------------------------- ----------------------------------------
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>
Page 7 of 11
NAME, PRINCIPAL BUSINESS AND ADDRESS
OF CORPORATION OR OTHER ORGANIZATION
NAME PRINCIPAL OCCUPATION IN WHICH EMPLOYMENT 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
</TABLE>
<PAGE>
Page 8 of 11
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>
<S> <C> <C> <C>
NAME, PRINCIPAL BUSINESS AND ADDRESS
OF CORPORATION OR OTHER ORGANIZATION
NAME PRINCIPAL OCCUPATION IN WHICH EMPLOYMENT IS CONDUCTED
- --------------------------- --------------------------------------- ----------------------------------------
J. Robert Beyster Chairman of the Board, Chief Executive 1241 Cave Street
(Chairman) 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 9 of 11
<PAGE>
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 10 of 11
<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 ODS Networks, 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
Page 11 of 11
