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September 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.
Registration Statement on Form S-1
Filed September 1, 2005
File No. 333-128021
Dear Mr. Scott:
We reviewed the filing and have the comments below.
Where indicated, we think that you should revise the document
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 document. 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-1 are comments on the
registration statement on Form S-4 that was filed by SAIC, Inc. or
SAIC on September 1, 2005 and the January 31, 2005 10-K and
subsequent Exchange Act reports of Science Applications
International
Corporation and vice versa.
2. We note that non-Rule 430A information is omitted throughout
the
S-1. To the extent practicable, complete the information before
you
amend the S-1.
3. If you intend to include artwork in the registration statement,
submit the artwork for our review before the registration
statement`s
effectiveness.
Prospectus` Outside Front Cover Page
4. We note that you omit an estimated price range for the initial
public offering or IPO. You may omit an estimated price range in
the
first amendment, provided you give us adequate time to review the
registration statement with the estimated price range in it before
requesting acceleration of the registration statement`s
effectiveness. We consider estimated price ranges of up to $2.00
if
under $20.00 or 10% if over $20.00 to be a good faith estimate for
purposes of requirements under the Securities Act. Further,
confirm
that you will include an estimated price range in the form of
preliminary prospectus distributed to prospective purchasers. See
Item 501(b)(3) of Regulation S-K and the item`s instructions.
5. Disclose that the entire amount of the proceeds will be used to
pay a dividend to current investors, including directors and
officers.
Prospectus` Inside Front Cover Page
6. Move the paragraphs after the table of contents on page i so
that
they follow the summary and risk factors sections. See Item 502
of
Regulation S-K and section IV.B. of Release No. 33-7497. If your
underwriter eliminates the prospectus` outside back cover page,
you
may include disclosure of dealer prospectus delivery obligation on
page i. Otherwise, move that disclosure to the prospectus`
outside
back cover page. See Item 502(b) of Regulation S-K.
7. Also move the information about the merger to the summary
section,
and disclose the percentage of capital stock ownership and total
voting power that current investors will own after the IPO.
Risk Factors, page 10
8. Include in the twenty-fifth risk factor disclosure from your S-
4
that your current intention is to continue having a majority of
voting power held by employees and that investors in the IPO will
not
have the ability to influence corporate matters for at least the
foreseeable future.
U.S. Federal Income Tax Consequences for Non-U.S. Holders, page
107
9. Delete the word "general" and the phrase "for general
information
only" in this section`s first paragraph because they may imply
that
investors are not entitled to rely on this information.
Underwriters, page 112
10. Confirm that there are no agreements or understandings between
the underwriters and any of the persons subject to the lock-up
agreement to permit those persons to resell their shares before
the
lock-up period`s expiration. Also describe briefly the factors
that
the underwriters would consider in determining whether to consent
to
the sale of shares by those persons before the lock-up period`s
expiration.
11. Identify any members of the underwriting syndicate that will
engage in any electronic offer, sale, or distribution of the
shares.
Describe their procedures to us or confirm that the Division`s
Office
of Chief Counsel has reviewed the procedures. If you discuss the
procedures, tell us how they ensure that the distribution complies
with section 5 of the Securities Act. In particular, you should
discuss:
* Communications used.
* Availability of the preliminary prospectus.
* Manner of conducting the distribution and sale such as the use
of
indications of interest or conditional offers.
* Funding of an account and payment of the purchase price.
If you become aware of any additional members of the underwriting
syndicate that may engage in electronic offers, sales, or
distributions after you respond to this comment, supplement
promptly
your response to identify those members and provide us a similar
description of their procedures. Also include a brief description
of
any electronic distribution in the prospectus.
12. Tell us whether you or your underwriters have any arrangements
with any third party to host or access your preliminary prospectus
on
the Internet. If so, identify the party and the website, describe
the material terms of your agreement, and provide us a copy of any
written agreement. Also provide us copies of all information
concerning the issuer or the prospectus that has appeared on the
third party`s website. If you enter subsequently into any such
arrangement, supplement promptly your response.
Legal Matters, page 115
13. Specify the legal matters that the underwriters` counsel is
responsible for in its representation.
Exhibits
14. We note that you intend to file by amendment the underwriting
agreement and the legality and opinion. Allow us sufficient time
to
review the exhibits before requesting acceleration of the S-1`s
effectiveness.
Undertakings, page II-5
15. Provide the undertaking specified by Item 512(f) of Regulation
S-
K.
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.
Stephen C. Ferruolo, Esq.
Ryan A. Murr, Esq.
Heller Ehrman LLP
4350 La Jolla Village Drive
San Diego, CA 92122
Bruce K. Dallas, Esq.
Nigel D.J. Wilson, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, CA 94025
Douglas E. Scott, Esq.
September 28, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE