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 (Date of Earliest Event Reported): July 17, 2012
Commission File Number |
Exact Name of Registrant as Specified in its
Charter, |
State of |
I.R.S. Employer | |||
001-33072 |
SAIC, Inc. | Delaware | 20-3562868 | |||
1710 SAIC Drive, McLean, Virginia 22102 | ||||||
(703) 676-4300 | ||||||
000-12771 |
Science Applications International Corporation | Delaware | 95-3630868 | |||
1710 SAIC Drive, McLean, Virginia 22102 | ||||||
(703) 676-4300 |
N/A
(Former Name or Former Address, If Changed Since Last Report)
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)) |
FORM 8-K
Item 8.01 | Other Events. |
On July 17, 2012, we issued a press release announcing that Science Applications International Corporation (SAIC) has entered into a definitive agreement to acquire maxIT Healthcare Holdings, Inc., a leading healthcare information technology consulting firm based in Westfield, Indiana. The acquisition is expected to close in August 2012, subject to customary closing conditions, including expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. At closing, SAIC will pay approximately $473 million, subject to adjustment, from cash on hand to acquire maxIT Healthcare. In addition, SAIC expects to pay up to $20 million to maxIT Healthcare shareholders after receipt of certain tax refunds following closing. The press release announcing the signing of the definitive agreement to acquire maxIT Healthcare is furnished as Exhibit 99.1 to this report.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit 99.1 | Press Release dated July 17, 2012. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
(Registrant) | SAIC, INC. | |||||
Date: July 17, 2012 | By: | /s/ Vincent A. Maffeo | ||||
Vincent A. Maffeo | ||||||
Its: Executive Vice President and General Counsel |
(Registrant) | SCIENCE APPLICATIONS INTERNATIONAL CORPORATION | |||||
Date: July 17, 2012 | By: | /s/ Vincent A. Maffeo | ||||
Vincent A. Maffeo | ||||||
Its: Executive Vice President and General Counsel |
3