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November 4, 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.
Draft of Pre-effective Amendment 2 to Registration Statement
on
Form S-4
Submitted November 1, 2005
File No. 333-128022
Dear Mr. Scott:
We reviewed the draft material and have the comments below.
Exhibit 5.1
1. Refer to the fourth paragraph. Provide written confirmation
that
counsel concurs with our understanding that the reference and
limitation to the Delaware General Corporation Law includes the
statutory provisions and all applicable provisions of the Delaware
constitution, including reported judicial decisions interpreting
these laws.
2. It is inappropriate for counsel to include assumptions that are
too broad, that "assume away" the issue, that assume any of the
material facts underlying the opinion, or that assume facts
readily
ascertainable. Thus, the assumptions under (iv) and (vii) in the
fifth paragraph are inappropriate. Please revise.
3. Delete the language in the sixth paragraph in which counsel
disclaims "any obligation to advise you of any change of law that
occurs, or any facts of which we may become aware, after the date
of
this opinion." Alternatively, you must file a new opinion
immediately before the registration statement`s effectiveness.
Exhibit 8.1
4. As noted above, it is inappropriate for counsel to include
assumptions that are too broad, that "assume away" the issue, that
assume any of the material facts underlying the opinion, or that
assume facts readily ascertainable. Thus, the second sentence
under
(iv) on page 2 is inappropriate. Please revise.
5. Delete the language in the third paragraph on page 4 in which
counsel disclaims "responsibility to advise you of any new
developments in the application or interpretation of the federal
income tax laws" and the language in the last sentence of the
third
paragraph on page 4. Alternatively, you must file a new opinion
immediately before the registration statement`s effectiveness.
6. The disclaimer in the last sentence on page 4 is inappropriate.
We note, for example, the disclosure under (v) on page 2. Please
revise.
Closing
File an amendment to the S-4 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: Ryan Murr, Esq.
Heller Ehrman LLP
Douglas E. Scott, Esq.
November 4, 2005
Page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE