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: FEBRUARY 18, 2000
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-12771 95-3630868
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(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
10260 CAMPUS POINT DRIVE, SAN DIEGO, CA 92121
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(858) 826-6000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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FORM 8-K
ITEM 2. ACQUISITIONS OR DISPOSITIONS OF ASSETS.
(a) On February 11, 2000, Network Solutions, Inc. ("NSI"), completed a
secondary offering of 8,889,500 shares of NSI Common Stock. Of the shares
sold in the offering, SAIC Venture Capital Corporation, a wholly-owned
subsidiary of Registrant ("SAIC-VCC"), sold 6,700,000 shares, NSI sold
2,159,500 shares and other selling stockholders sold 30,000 shares of NSI
Common Stock at $247 per share before deducting underwriting commissions of
$9.75 per share. SAIC-VCC received net proceeds from the offering of
$1,589,575,000 and will recognize a gain on the sale before income taxes of
approximately $1.5 billion which will be recorded in the first quarter
ending April 30, 2000. Upon completion of this secondary offering, SAIC-VCC
owned 8,150,000 shares of NSI Common Stock which represents 22.6% of the
outstanding NSI Common Stock. With the recomposition of the NSI Board of
Directors and the current 22.6% interest in NSI, the Registrant, under
existing accounting literature, will no longer consolidate NSI's financial
statements and will instead recognize its proportionate share of NSI's net
income or loss under the equity method of accounting beginning in the first
quarter ending April 30, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information is not required because NSI does not meet
the significant subsidiary tests as defined in Regulation S-X Article
1-02(w).
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: February 18, 2000 By /s/ Douglas E. Scott
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Douglas E. Scott
Its: Senior Vice President
and General Counsel
