UNITED STATES
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 (Date of Earliest Event Reported): August 30, 2012
| Commission File Number |
Exact Name of Registrant as Specified in its Charter, Address of Principal Executive Offices and Telephone Number |
State of Incorporation |
I.R.S. Employer Identification No | |||
|
| ||||||
| 001-33072 | SAIC, Inc. | Delaware | 20-3562868 | |||
| 1710 SAIC Drive, McLean, Virginia 22102 | ||||||
| (703) 676-4300 | ||||||
| 000-12771 | Science Applications International Corporation | Delaware | 95-3630868 | |||
| 1710 SAIC Drive, McLean, Virginia 22102 | ||||||
| (703) 676-4300 | ||||||
| N/A (Former Name or Former Address, If Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
FORM 8-K
Item 7.01 Regulation FD Disclosure.
On August 30, 2012, SAIC, Inc. issued a press release announcing that its board of directors has authorized management to pursue a plan to separate the company into two independent, publicly traded companies. The company expects the separation to take place in the form of a tax-free spin-off to SAIC stockholders of 100% of the shares of a newly formed company focused on government technical services and enterprise information technology. The separation is expected to occur in the second half of fiscal year 2014, subject to final approval of the board of directors and certain customary conditions, including a favorable ruling from the Internal Revenue Service. A copy of the press release is furnished as Exhibit 99.1 to this report. A copy of investor presentation materials is furnished as Exhibit 99.2.
The information contained in this report, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit 99.1 Press Release dated August 30, 2012 issued by SAIC, Inc.
Exhibit 99.2 Investor Presentation Materials
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| (Registrant) | SAIC, INC. | |||||
| Date: August 30, 2012 | By: | /s/ Vincent A. Maffeo |
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| Vincent A. Maffeo |
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| Its: Executive Vice President and | ||||||
| General Counsel |
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| (Registrant) | SCIENCE APPLICATIONS INTERNATIONAL CORPORATION | |||||
| Date: August 30, 2012 | By: | /s/ Vincent A. Maffeo |
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| Vincent A. Maffeo |
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| Its: Executive Vice President and | ||||||
| General Counsel |
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