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: February 3, 2008
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)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
Election of Director
(d) On February 3, 2008, Dr. France A. Córdova accepted an invitation to be a director of SAIC, Inc. (the “Company”) with her election effective on February 21, 2008, to fill a vacancy on the Board of Directors.
Dr. Córdova has served as the President of Purdue University since July 2007. Prior to joining Purdue University, she served as Chancellor of University of California Riverside from 2002 to 2007. From August 1996 to July 2002, Dr. Córdova was Vice Chancellor for Research and Professor of Physics at University of California Santa Barbara. She served as Chief Scientist of National Aeronautics and Space Administration from 1993 to 1996, and headed the Department of Astronomy and Astrophysics at Pennsylvania State University from 1989 to 1993. Dr. Córdova is a member of the board of directors of Edison International.
In connection with her election, Dr. Córdova will be entitled to receive the standard remuneration provided to the Company’s non-management directors and (i) an inducement stock grant consisting of 3,000 shares of the Company’s class A preferred stock, and (ii) equity grants with an aggregate value of $160,000, split between options to purchase shares of the Corporation’s common stock (one-third of the value) and restricted shares of the Corporation’s class A preferred stock (two-thirds of the value). The standard remuneration includes (i) an annual cash retainer in the amount of $50,000, (ii) fees of $1,500 for each meeting of the Board that she attends and $2,000 for each meeting of any committee of which she is a member that she attends, and (iii) an annual grant of options and shares of restricted stock. Dr. Córdova will serve on the Compensation Committee and the Ethics and Corporate Responsibility Committee of the Board of Directors.
A copy of the press release, dated February 7, 2008, announcing the election of Dr. Córdova to the Board is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated February 7, 2008 issued by SAIC, Inc. | |
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: February 7, 2008 | By | /s/ DOUGLAS E. SCOTT | ||||||
| Douglas E. Scott | ||||||||
| Its: Executive Vice President, General Counsel and Secretary | ||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
DR. FRANCE A. CÓRDOVA ELECTED TO SAIC BOARD OF DIRECTORS
(SAN DIEGO and McLEAN, Va.) February 7, 2008 – SAIC, Inc. (NYSE: SAI) announced today that Dr. France A. Córdova, president of Purdue University and an internationally recognized astrophysicist, has been elected as a member of the SAIC board of directors effective Feb. 21, 2008. She will serve on the Compensation Committee and the Ethics and Corporate Responsibility Committee.
Córdova became the eleventh president of Purdue University in July 2007. Prior to joining Purdue, she served as chancellor at the University of California, Riverside, from 2002 to 2007. Córdova has also served as professor of physics and vice chancellor for research at the University of California, Santa Barbara.
From 1993 to 1996, she was chief scientist at the National Aeronautics Space Administration (NASA), serving as the primary scientific advisor to the NASA administrator and the principal interface between NASA headquarters and the broader scientific community. In 1997, Ms. Córdova was named one of Hispanic Business magazine’s “100 Most Influential Hispanics“ and in 2002 was named one of its “80 Elite Hispanic Women.”
Córdova graduated from Stanford University with a B.A. in English and from the California Institute of Technology with a Ph.D. in physics.
“I am honored by this opportunity to work with a company that plays an important role in our nation’s security,” Córdova said. “I hope my experience as a staff member and advisor to federal laboratories, as well as my advocacy for the role of higher education in informing all aspects of public policy, will serve the SAIC board well.”
“Dr. Córdova’s record of achievement as a scientist and academic leader makes her an outstanding addition to our board,” said Ken Dahlberg, SAIC chairman and chief executive officer. “We look forward to her contributions.”
About SAIC
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 approximately 44,000 employees in more than 150 cities worldwide, SAIC engineers and scientists solve complex technical challenges requiring innovative solutions for customers’ mission-critical functions. SAIC had annual revenues of $8.3 billion for its fiscal year ended January 31, 2007.
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 Annual Report on Form 10-K for the period ended January 31, 2007, and other such 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: | Laura Luke, McLean | Melissa Koskovich, McLean | ||
| 703-676-6533 | 703/676-6762 | |||
| laura.luke@saic.com | koskovichm@saic.com |