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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: OCTOBER 18, 2000
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.
On September 22, 2000, Tellium, Inc., a leading optical switching
technology company ("Tellium"), filed a registration statement with the
Securities and Exchange Commission for a potential initial public offering of
common stock. Telcordia Venture Capital Corporation, a wholly owned subsidiary
of Telcordia Technologies, Inc., which is a wholly owned subsidiary of
Registrant, owns approximately a 15% ownership interest in Tellium, after
giving effect to the proposed offering. Although Tellium's registration
statement has been filed with the Securities and Exchange Commission, it has
not yet become effective and there can be no assurance as to the terms of the
offering or whether it will be completed.
On October 13, 2000, the Board of Directors established the price of
the Class A Common Stock of the Registrant at $30.87. Pursuant to the
Registrant's Certificate of Incorporation, the price applicable to shares of
Class B Common Stock of the Registrant is equal to twenty 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. For the
periods prior to August 31, 1999, the following table has been restated to
reflect the four-for-one stock split with the price of the Class A Common Stock
rounded to the nearest penny.
<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>
July 9, 1999 .......... 1.00 1,644,285,000 258,408,012 565,071,000 246,066,740 $19.36 $387.20
October 8, 1999 ....... 1.00 1,710,514,000 259,950,164 591,681,000 249,790,820 $19.99 $399.80
January 14, 2000 ...... 1.40 1,762,661,000 259,671,296 611,994,000 253,455,768 $25.92 $518.40
April 14, 2000 ........ 1.70 1,830,282,000 262,311,687 619,849,000 256,270,820 $30.25 $605.00
July 14, 2000 ......... 0.70 2,837,901,000 259,260,576 1,245,976,000 258,030,351 $30.08 $601.60
October 13, 2000 ...... 0.25 3,988,351,000 253,632,224 2,758,698,000 257,684,095 $30.87 $617.40
</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.
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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: October 18, 2000 By /S/ DOUGLAS E. SCOTT
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Douglas E. Scott
Its: Senior Vice President
and General Counsel
