SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Network Solutions, Inc.
-----------------------
(Name of Issuer)
Common Stock, Par Value $.001
------------------------------
(Title of Class of Securities)
64121Q102
---------
(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
FEBRUARY 11, 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 sections 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 7
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 64121Q102
- --------------------------------------------------------------------------------
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 OWNED BY -----------------------------------------------------
EACH REPORTING PERSON 8 SHARED VOTING POWER 8,150,000
WITH
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER None
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER 8,150,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8,150,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [__]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 22.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
- --------------------------------------------------------------------------------
Page 2 of 7
<PAGE>
- --------------------------------------------------------------------------------
CUSIP No. 64121Q102
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS: SAIC Venture Capital Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 88-0447177
- --------------------------------------------------------------------------------
2 HECK 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 Nevada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER None
NUMBER OF SHARES
BENEFICIALLY OWNED BY ----------------------------------------------------
EACH REPORTING PERSON 8 SHARED VOTING POWER 8,150,000
WITH
----------------------------------------------------
9 SOLE DISPOSITIVE POWER None
----------------------------------------------------
10 SHARED DISPOSITIVE POWER 8,150,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8,150,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [__]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 22.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
- --------------------------------------------------------------------------------
Page 3 of 7
<PAGE>
Amendment No. 1 to Schedule 13D
-------------------------------
The Reporting Persons, Science Applications International Corporation, a
Delaware corporation ("SAIC") and SAIC Venture Capital Corporation, a Nevada
corporation and wholly owned subsidiary of SAIC ("SVCC"), hereby amend and
supplement the Schedule 13D filed by the Reporting Persons on January 27, 2000
(the "Original Statement") with regard to the common stock, $.001 par value per
share ("Common Stock") of Network Solutions, Inc. (the "Issuer") for the purpose
of amending Items 2, 4, 5 and 6 of the Original Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Items 2(a)-(c) of the Original Statement are hereby supplementally
amended to update the name of the corporation by which Mr. David W. Dorman, a
director of SAIC, is employed, as set forth in Appendix A to the Original
Statement, amending and restating such information with respect to Mr. Dorman as
follows:
<TABLE>
<CAPTION>
Name, Principal Business and
Address of Corporation or Other
Organization in Which Employment
Name Principal Occupation is Conducted
- -------------------- --------------------------------- -------------------------------
<S> <C> <C>
David W. Dorman Chief Executive Officer of Concert Concert
Room 6120
1200 Peachtree Street, NE
Atlanta, GA 30339
</TABLE>
ITEM 4. PURPOSE OF TRANSACTION.
Item 4(a) of the Original Statement is hereby amended and restated in
its entirety to read as follows:
(a) Not applicable.
Item 4(d) of the Original Statement is hereby amended and restated in
its entirety to read as follows:
(d) Several officers and employees of SAIC currently serve as directors
of the Issuer. The Issuer has stated in its Prospectus filed with the Commission
pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"), on February 8, 2000, that it anticipates that the composition
of the Issuer's board of directors will change in connection with the decrease
in SVCC's percentage ownership of the Issuer's Common Stock as a result of the
offering by SVCC of 6,700,000 shares of Common Stock of the Issuer.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
Items 5(a)-(c) of the Original Statement are hereby amended and
restated in their entirety to read as follows:
(a) SVCC directly owns 8,150,000 shares of Common Stock, which
represent approximately 22.6% of the Common Stock of the Issuer. The calculation
of percentage of beneficial ownership was derived from the Issuer's Prospectus
filed with the Commission pursuant to Rule 424(b)(1) of the Securities Act on
February 8, 2000, in which the Issuer stated that the number of shares of Common
Stock outstanding at the completion of the offering described in Item 5(c) below
would be 36,073,207, assuming the exercise in full of the underwriters'
over-allotment option. The offering described in Item 5(c) below is
Page 4 of 7
<PAGE>
the event requiring filing of this statement and was completed on February 11,
2000. 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 8,150,000 shares of Common Stock.
(c) In a public offering completed on February 11, 2000, SVCC sold
6,700,000 shares of Common Stock of the Issuer. In connection with such offering
by SVCC, as well as the sale by the Issuer of 2,159,500 shares of its Common
Stock (which includes 1,159,500 shares sold as a result of the exercise in full
of the underwriters' over-allotment option) and the sale by other selling
stockholders of 30,000 shares of Common Stock of the Issuer, all at a price to
the public of $247.00 per share, the Issuer filed a Registration Statement on
Form S-3, Amendment Nos. 1 and 2 thereto and Prospectus (pursuant to Rule
424(b)(1) of the Securities Act) with the Commission on December 22, 1999,
December 30, 1999, February 4, 2000 and February 8, 2000, respectively.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Original Statement is hereby amended and restated in its
entirety to read as follows:
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 required
by SAIC was the registration effected with the offering discussed in Item 5(c)
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.
Exhibit A: Agreement as to Joint Filing of Schedule 13D, dated as of
February 14, 2000, between SAIC and SVCC.
Page 5 of 7
<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: February 14, 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 7
<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: February 14, 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
