UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| |
|
| ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code
Not Applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD Disclosure. |
On March 13, 2020, Science Applications International Corporation, a Delaware corporation, and Unisys Corporation, a Delaware corporation, issued a joint press release which is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |||
| 99.1 |
||||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Science Applications International Corporation | ||||||
| Date: March 13, 2020 |
||||||
| By: |
/s/ Steven G. Mahon | |||||
| Steven G. Mahon | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
SAIC and Unisys Announce Expiration of Hart-Scott-Rodino (HSR) Waiting Period for Unisys Federal Transaction
Reston, Va. & Blue Bell, Pa. – {March 13, 2020} Science Applications International Corp. (NYSE: SAIC) and Unisys Corporation (NYSE: UIS) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) as of March 12, 2020 at 11:59 p.m. with respect to SAIC’s previously announced acquisition of Unisys Federal, an operating unit of Unisys which provides services to U.S. federal civilian agencies and the Department of Defense (the “Transaction”). The waiting period expired without the issuance of a “second request” by the Premerger Notification Office of the Federal Trade Commission or the United States Department of Justice Antitrust Division.
All of the conditions to the closing of the pending Transaction have now been satisfied (other than those conditions that by their nature are to be satisfied at the closing). SAIC and Unisys are working together to close the Transaction promptly.
About SAIC
SAIC® is a premier technology integrator solving our nation’s most complex modernization and readiness challenges. Our robust portfolio of offerings across the defense, space, civilian and intelligence markets includes high-end solutions in engineering, IT and mission solutions. Using our expertise and understanding of existing and emerging technologies, we integrate the best components from our own portfolio and our partner ecosystem to deliver innovative, effective and efficient solutions.
About Unisys
Unisys is a global information technology company that builds high-performance, security-centric solutions for the most demanding businesses and governments. Unisys offerings include security software and services; digital transformation and workplace services; industry applications and services; and innovative software operating environments for high-intensity enterprise computing. For more information on how Unisys builds better outcomes securely for its clients across the Government, Commercial and Financial Services markets, visit www.unisys.com.
Follow Unisys on Twitter and LinkedIn.
Forward-Looking Statements
Certain statements in this written communication contain or are based on “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “projects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “outlook,” and similar words or phrases or the negative of these words or phrases. Forward-looking statements in this written communication include, among others, statements regarding the expected timing of the proposed Transaction. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. Actual performance and results may differ materially from the forward-looking statements made in this written communication depending on a variety of factors, including the possibility that the transaction will not close or that the closing may be delayed. For further information concerning risks and uncertainties associated with SAIC’s business, please refer to SAIC’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended February 1, 2019 and any subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. For further information concerning risks and uncertainties associated with Unisys’s business, please refer to Unisys’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2019 and any subsequent quarterly reports on Form 10-Q and current reports on Form 8-K.
All information in this written communication is as of the date hereof. Unless legally required, we expressly disclaim any duty to update any forward-looking statement provided in this written communication to reflect subsequent events, actual results or changes in our expectations. We also disclaim any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.
SAIC Media Contact:
Lauren Presti
703.676.8982
lauren.a.presti@saic.com
SAIC Investor Contact:
Shane Canestra
703.676.2720
shane.p.canestra@saic.com
Unisys Media Contact:
John Clendening
214.403.1981
john.clendening@unisys.com
Unisys Investor Contact:
Courtney Holben
215.986.3379
courtney.holben@unisys.com