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October 28, 2005
By facsimile to (858) 450-8499 and U.S. Mail
Douglas E. Scott, Esq.
Senior Vice President, General Counsel, and Secretary
SAIC, Inc.
10260 Campus Point Drive
San Diego, CA 92121
Re: SAIC, Inc.
Pre-effective Amendment 1 to Registration Statement on Form
S-1
Filed October 14, 2005
File No. 333-128021
Dear Mr. Scott:
We reviewed the filing and have the comments below. We
welcome
any questions that you may have about comments or any other aspect
of
our review. You may call us at the telephone numbers listed at
the
end of this letter.
General
1. Please comply with the comments set forth on your Form S-4/A
(File
No. 333-128022).
2. We note the response to prior comment 3 that you intend to
include
artwork in the registration statement and will submit the artwork
for
our review before the registration statement`s effectiveness. For
any artwork included in the registration statement:
* Ensure that the artwork does not serve as a substitute for or as
a
supplement to the prospectus` summary and business sections.
* Ensure that any graphical presentation and accompanying text
provide a balanced view of SAIC and its business.
* Limit any artwork on the prospectus` inside front cover page to
a
single page.
* Limit any graphics to a pictorial depiction of SAIC`s products
and
services with simple labels or phrases that are directed to
investors. Explain the graphical representations` meaning and
significance.
* Include any information about SAIC`s third party relationships
in
the prospectus` business section. Explain the relevance and
significance of any third party relationship.
* Place any promotional material in the business section where it
can
be analyzed and understood in its proper context. JRH-Okay.
Cover
3. We note your response to prior comment 4 and we also note the
Form
8-K dated October 11, 2005 establishing a stock price for your
class
A common stock and other similar Forms 8-K establishing stock
prices.
Tell us supplementally whether you will use this price as a basis
for
New SAIC`s common stock in this offering.
4. Clarify that you will pay the special dividend with all of the
proceeds of this offering.
Prospectus` Inside Front Cover Page
5. Please refer to prior comment 6. Since your underwriters have
elected not to eliminate the prospectus` outside back cover page,
you
may not include disclosure of the dealer prospectus delivery
obligation on page i. Rather, as requested previously, please
move
that disclosure to the prospectus` outside back cover page. See
Item
502(b) of Regulation S-K.
Use of Proceeds, page 23
6. Please delete the disclosure that your cash balances, including
the net proceeds from the offering will be used for...." Since you
will not have proceeds left after paying the special dividend.
Exhibits
7. We note your response to prior comment 14 that you intend to
file
by amendment the underwriting agreement and the legality opinion.
To
expedite our review, consider providing us draft copies of the
underwriting agreement and the legality opinion before you file
them
by amendment.
Closing
File an amendment to the S-1 in response to the comments. To
expedite our review, SAIC may wish to provide us three marked
courtesy copies of the amendment. Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If SAIC
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter. We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since SAIC, Science Applications International
Corporation, and their management are in possession of all facts
relating to the disclosure in the registration statement, they are
responsible for the adequacy and accuracy of the disclosures that
they have made.
If SAIC requests acceleration of the registration
statement`s
effectiveness, SAIC should furnish a letter at the time of the
request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve SAIC and Science Applications International Corporation
from
their full responsibility for the adequacy and accuracy of the
registration statement`s disclosures.
* SAIC and Science Applications International Corporation may not
assert our comments and the declaration of the registration
statement`s effectiveness as a defense in any proceedings
initiated
by the Commission or any person under the United States` federal
securities laws.
The Commission`s Division of Enforcement has access to all
information that SAIC and Science Applications International
Corporation provide us in our review of the registration statement
or
in response to our comments on the registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Tracey L.
Houser, Staff Accountant, at (202) 551-3736 or Alfred P. Pavot,
Jr.,
Staff Accountant, at (202) 551-3738. You may direct questions on
other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or me at (202) 551-3767.
Very truly yours,
Jennifer R. Hardy
Legal
Branch Chief
cc: Sarah A. O`Dowd, Esq.
Heller Ehrman LLP
4350 La Jolla Village Drive
San Diego, CA 92122
Douglas E. Scott, Esq.
October 28, 2005
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE