Business Context and Reporting Period
This Form 10-K covers the fiscal year ended January 31, 2006, for SAIC, Inc. (the Registrant), a wholly-owned subsidiary of Science Applications International Corporation (SAIC). The Registrant was incorporated in August 2005 solely to facilitate a merger reorganization and a subsequent initial public offering (IPO). As of the reporting date, the Registrant had no employees, no active business operations, and no assets other than $1,000 in cash received during initial capitalization.
Key Financial Metrics
The filing indicates a non-operational shell company status with minimal financial activity.
- Revenue: $0 (No business operations conducted).
- Profit/Loss: Not applicable (No operations).
- Cash Flow: No operating cash flow; initial capitalization of $1,000.
- Assets: Total assets of $1,000 (Cash only).
- Liabilities: $0.
- Stockholder's Equity: $1,000 (Composed of $1 Common Stock and $999 Additional Paid-in Capital).
- Debt: None.
- Liquidity: $1,000 cash on hand.
Material Changes
There are no material changes in financial performance to report as the Registrant has not conducted any business operations since its formation. The primary activity during the period was the preparation of the merger agreement, proxy statement, and registration statements for the proposed reorganization.
Outlook, Risks, and Unusual Items
Merger and IPO Plan: The Registrant intends to complete a merger where SAIC Merger Sub, Inc. merges with Science Applications International Corporation. Following the merger, SAIC will become a wholly-owned subsidiary of the Registrant, and SAIC stockholders will exchange their common stock for the Registrant's Class A preferred stock. Immediately thereafter, the Registrant plans an IPO of its common stock.
Merger Agreement Amendment: On April 28, 2006, the Merger Agreement was amended to reallocate the Class A preferred stock to be issued to SAIC stockholders into four series: 20% Series A-1, 20% Series A-2, 30% Series A-3, and 30% Series A-4.
Risks: The filing states "Not applicable" for risk factors, noting that the entity has conducted no activities other than those incident to its formation and the proposed merger.
Accounting Fees: No fees were billed to the Registrant by Deloitte & Touche LLP for the year ended January 31, 2006, as audit services were performed as part of the parent company's (SAIC) audit.
Investor Verification Checklist
- Verify the status of the proposed merger between SAIC Merger Sub, Inc. and Science Applications International Corporation.
- Confirm the approval of the merger by SAIC stockholders as a condition precedent to the transaction.
- Review the terms of the Class A preferred stock exchange (Series A-1 through A-4) detailed in the amended Merger Agreement.
- Monitor the timeline and execution of the planned initial public offering (IPO) of the Registrant's common stock.
- Confirm that the Registrant remains a shell company with no independent operations until the merger is consummated.