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: November 22, 2006
SAIC, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-33072 | 20-3562868 | |
| (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)
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 8.01. | Other Events. |
On November 22, 2006, SAIC, Inc. issued a press release announcing that the Supreme Court of South Africa had issued a unanimous judgment affirming and reinstating a prior international arbitration award in favor of Telcordia Technologies, Inc. (“Telcordia”), a former wholly-owned subsidiary of Science Applications International Corporation (“SAIC”), against Telkom South Africa in a breach of contract dispute. SAIC is a wholly-owned subsidiary of SAIC, Inc. and SAIC retained legal and financial responsibility and control for this matter when Telcordia was sold in 2005
As disclosed in SAIC’s reports on Form 10-K and 10-Q, in September 2002 in an arbitration before the International Chamber of Commerce, the arbitrator ruled that Telkom South Africa had repudiated the contract and dismissed Telkom South Africa’s counterclaims against Telcordia. Telkom South Africa successfully challenged the validity of the arbitration award in the South African trial court and Telcordia appealed that decision to the South African Supreme Court. The South African Supreme Court set aside the trial court decision, thereby reinstating the original arbitration decision, and awarded Telcordia its attorneys fees in the South African trial court and Supreme Court proceedings. The next phase of the arbitration proceeding will be to determine the damages to which Telcordia is entitled. SAIC is entitled to receive the proceeds from any judgment or settlement with Telkom South Africa. A copy of the release is attached as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are filed with this current report:
| Exhibit 99.1 | Press Release dated November 22, 2006 |
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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) | SAIC, INC. | |||||||
| Date: November 24, 2006 | By | /s/ DOUGLAS E. SCOTT | ||||||
| Douglas E. Scott | ||||||||
| Its: | Senior Vice President General Counsel and Secretary | |||||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
SAIC RECEIVES FAVORABLE JUDGMENT FROM
SOUTH AFRICAN SUPREME COURT
(SAN DIEGO and MCLEAN, VA) November 22, 2006 — Science Applications International Corporation [NYSE: SAI] announced today that the Supreme Court of South Africa issued a unanimous judgment affirming and reinstating an international arbitration award in favor of Telcordia Technologies, Inc., a former wholly-owned subsidiary of SAIC.
The arbitration award, issued in September 2002 by the International Chamber of Commerce’s (ICC) International Court of Arbitration, found in favor of Telcordia in a breach of contract dispute with Telkom South Africa, which was then the state-owned, monopoly provider of wireline telecommunications in South Africa.
Telkom South Africa had challenged the validity of the arbitration award in the South African courts for the last four years. SAIC retained legal and financial responsibility and control for this matter when Telcordia was sold in 2005.
“This is a great outcome for SAIC and its shareholders,” said Ken Dahlberg, SAIC chairman and chief executive officer. “We are gratified that the South African Supreme Court so strongly endorsed the importance of binding international arbitration awards.”
The South African Supreme Court’s judgment effectively returns the parties to the ICC proceedings for a determination of Telcordia’s damages. Under South African law, which governs the arbitration proceedings, interest on the award has been accruing at a rate of 15.5 percent per year, since approximately February 2001.
— more —
SAIC is a leading provider of scientific, engineering, systems integration and technical services and solutions to all branches of the U.S. military, agencies of the Department of Defense, the intelligence community, the U.S. Department of Homeland Security and other U.S. government civil agencies, as well as to customers in selected commercial markets. With more than 43,000 employees in over 150 cities worldwide, SAIC engineers and scientists solve complex technical challenges requiring innovative solutions for customers’ mission-critical functions. SAIC had annual revenues of $7.8 billion for its fiscal year ended January 31, 2006.
SAIC: FROM SCIENCE TO SOLUTIONS™
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Statements in this announcement other than historical data and information constitute forward-looking statements that involve risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be very different from the results, performance or achievements expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to, the risk factors set forth in SAIC’s final prospectus relating to its initial public offering, and such other filings that SAIC makes with the SEC from time to time. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.
| Contact: | Ron Zollars, San Diego | Clayton Callihan, McLean | ||
| 858/826-7896 | 703/676-6065 | |||
| zollarsr@saic.com | callihanc@saic.com |