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June 2, 2006
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.
Post-effective Amendment 1 to Registration Statement on Form
S-4
Filed May 10, 2006
File No. 333-128022
Annual Report on Form 10-K for the fiscal year ended January 31,
2006
Filed May 1, 2006
File No. 333-128021
Dear Mr. Scott:
We conducted a legal review only of the filings and have the
comments below.
Where indicated, we think that you should revise the
documents
in response to the comments. If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents. We look forward to working with you
to
achieve these objectives. 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.
1. If applicable, comments on the S-4 are comments on the
registration statement on Form S-1 that was filed by SAIC, Inc. or
SAIC on September 1, 2005 and that SAIC intends to amend in early
June 2006.
2. We note that you intend to file in a second post-effective
amendment the legality and tax opinions. Allow us sufficient time
to
review the opinions before the first and second post-effective
amendments` effectiveness. To expedite our review, consider
providing us draft copies of the opinions before filing them by
amendment.
3. Explain the meaning of an abbreviation or acronym when
introduced
in the registration statement. For example, refer to "IDIQ,"
"GWAC,"
and "GSA" in the eleventh risk factor on page 35, and revise.
Risk Factors, page 31
4. Refer to the sixteenth risk factor. Explain clearly how the
standby letters of credit and performance and offset bonding
arrangements work. Explain what financial impact the Greek
government`s recalling of these instruments could or would have on
SAIC.
5. Refer to the sixteenth risk factor. Quantify the losses that
SAIC
has recorded on this contract and the amount of any revenue under
the
contract that is now in dispute.
Interests of Our Directors and Executive Officers in the Merger,
page
54
6. As revised, it is unclear whether the figures in the table on
page
55 represent numerical or dollar amounts. Please revise.
Arbitration Proceedings, page 100
7. Under (2) and (4) in the first paragraph, quantify the amount
of
any monetary damages sought. Under (2) in the second paragraph,
quantify the amounts paid under the contract. Similarly, revise
"Legal Proceedings" on page 127.
Management, page 130
8. In the biographical paragraph of Mr. Mark W. Sopp on page 133,
describe briefly his business experience during the past five
years.
See Item 401(e)(1) of Regulation S-K.
Employment and Severance Agreements, page 139
9. Identify the key officers with whom Old SAIC has entered into
severance agreements. We note the disclosure in the current
report
on Form 8-K dated and filed November 22, 2005 by Science
Applications
International Corporation that is incorporated by reference as
exhibit 10.19.
Certain Relationships and Related Party Transactions, page 150
10. Describe briefly the services that W.A. Downing provided to
SAIC.
Exhibits 10.20, 10.21, and 10.22
11. We are unable to locate the exhibits in the current report on
Form 8-K dated and filed January 10, 2006 by Science Applications
International Corporation. It appears that the exhibits should be
incorporated by reference from the current report on Form 8-K
dated
and filed November 28, 2005 by Science Applications International
Corporation. Please revise.
Closing
File a post-effective 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.
Before the amended registration statement is declared
effective
under section 8 of the Securities Act, SAIC should provide a
letter
filed as correspondence on the EDGAR system in which it
acknowledges
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 from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.
* SAIC 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 provides us in our review of the
registration
statement or in response to our comments on the registration
statement.
You may direct questions on 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: Neal H. Brockmeyer, Esq.
Ryan A. Murr, Esq.
Sarah A. Solomon, Esq.
Heller Ehrman LLP
4350 La Jolla Village Drive
San Diego, CA 92122
Douglas E. Scott, Esq.
June 2, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE