SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VALENCE TECHNOLOGY, INC.
------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(Title of Class of Securities)
918914-10-2
-----------
(CUSIP Number)
John C. Braun, Jr., Esq.
Telcordia Technologies, Inc.
445 South St.
Morristown, New Jersey 07960
(973) 829-2000
------------------------------------------
(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
November 10, 1999
------------------------------------------------
(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>
- --------------------------------------------------------------------------------
CUSIP No. 918914-10-2
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER None
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,500,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER None
PERSON WITH
10 SHARED DISPOSITIVE POWER 1,500,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,500,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [__]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
- --------------------------------------------------------------------------------
Page 2 of 11
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 918914-10-2
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: Telcordia Technologies, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 222-478398
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER None
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,500,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER None
PERSON WITH
10 SHARED DISPOSITIVE POWER 1,500,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,500,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [__]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
- --------------------------------------------------------------------------------
Page 3 of 11
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
-------------------------------
The Reporting Persons, Telcordia Technologies, Inc. (formerly Bell
Communications Research, Inc.) and Science Applications International
Corporation, hereby amend and supplement the Schedule 13D filed by Bell
Communications Research, Inc., on July 10, 1995 (the "Original Statement") with
regard to the common stock, $.001 par value per share ("Common Stock") of
Valence Technology, Inc. (the "Issuer") for the purpose of amending
Items 2 and 5 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) Telcordia Technologies, Inc. (formerly Bell Communications Research,
Inc.), a Delaware corporation and wholly owned subsidiary of SAIC ("Telcordia").
In November 1997, SAIC acquired Bell Communications Research, Inc., which
changed its name to Telcordia Technologies, Inc. in March 1999. Telcordia's
principal office is located at 445 South St., Morristown, New Jersey 07960.
Telcordia is a company engaged in software development and consulting, primarily
in the area of telecommunications. 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 Telcordia 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
Telcordia for which such information is set forth above.
(d)-(f) During the last five years, neither SAIC nor Telcordia 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 Telcordia, each of the individuals listed in Appendix
A attached hereto is a United States citizen.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
- -------------------------------------------------
Item 5(a) of the Original Statement is hereby supplementally amended in
its entirety to read as follows:
(a) Telcordia directly owns 1,500,000 shares of Common Stock, which
represent approximately 4.8% 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 26, 1999, in which the
Issuer stated that the number of shares of Common Stock outstanding was
31,564,272. For reporting purposes, SAIC may be deemed the beneficial owner
of the shares owned by Telcordia.
Page 4 of 11
<PAGE>
Item 5(b) of the Original Statement is hereby supplementally amended in
its entirety to read as follows:
(b) For reporting purposes, Telcordia and SAIC may be deemed to share
voting and dispositive powers with respect to the 1,500,000 shares of Common
Stock.
Item 5(e) is hereby supplementally amended in its entirety to read as
follows:
(e) As a result of the number of outstanding shares of Common Stock
reported in the Issuer's Quarterly Report on Form 10-Q for the Quarter Ended
September 26, 1999 as filed on November 10, 1999, Telcordia and SAIC have ceased
to be beneficial owners of more than five percent of the Common Stock of the
Issuer. Therefore, Telcordia and SAIC may dispose of the 1,500,000 shares of
Common Stock without any further reporting obligations under Section 13(d) and
the rules and regulations promulgated thereunder.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- -----------------------------------------
Exhibit A: Agreement as to Joint Filing of Schedule 13D, dated as of
January 4, 2000, between SAIC and Telcordia.
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 4, 2000.
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
By /s/ Douglas E. Scott
---------------------------------------------
Douglas E. Scott
Senior Vice President and General Counsel
TELCORDIA TECHNOLOGIES, INC.
By /s/ Grant L. Clark
---------------------------------------------
Grant L. Clark
Vice President and General Counsel
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>
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, President and Chief Executive Officer of Baxter International, Inc.
Jr. 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 7 of 11
<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
</TABLE>
Page 8 of 11
<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 Telcordia
Technologies, Inc. ("Telcordia"). To the knowledge of Telcordia, 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 445 South St.
Morristown, NJ 07960
J. Robert Beyster Chairman of the Board, Chief Executive 1241 Cave Street
Officer, President and Director of SAIC La Jolla, CA 92037
John E. Glancy Corporate Executive Vice President and 1241 Cave Street
Director of SAIC La Jolla, CA 92037
William A. Roper, Jr. Executive Vice President and Chief 1241 Cave Street
Financial Officer of SAIC La Jolla, CA 92037
Richard Smith Chief Executive Officer 445 South St.
Morristown, NJ 07960
</TABLE>
Page 9 of 11
<PAGE>
The following table sets forth the name, business address and title of
each of the executive officers of Telcordia, excluding executive officers who
are also directors. To the knowledge of Telcordia, each officer listed below is
a United States citizen. Unless otherwise indicated, the business address of
each officer named below is c/o Telcordia Technologies, Inc., 445 South St.,
Morristown, New Jersey 07960.
NAME TITLE (AND ADDRESS, IF OTHER THAN AS INDICATED ABOVE)
- ---------------------- --------------------------------------------------------
Stephen G. Chappell Corporate Vice President &
Group President - Service and Business
Management Systems
Grant L. Clark Vice President
General Counsel
Robert W. Lucky Corporate Vice President -
Applied Research
Ward Reed Corporate Vice President
Chief Financial Officer
Jerry Roberto Corporate Vice President &
Group President - Operations Support Systems
Robert J. Singsank Corporate Vice President -
Global Sales and Support
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 Valence Technology, 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 4, 2000
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
By /s/ Douglas E. Scott
--------------------------------------------
Douglas E. Scott
Senior Vice President and General Counsel
TELCORDIA TECHNOLOGIES, INC.
By /s/ Grant L. Clark
--------------------------------------------
Grant L. Clark
Vice President and General Counsel
Page 11 of 11
