Rule 425

Filed by: SAIC, Inc.

Pursuant to Rule 425 under the Securities Act of 1933 and

deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934.

Subject Company: Science Applications International Corporation

Commission File No.: 000-12771

SAIC Capital Restructuring & Initial Public Offering (IPO)

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  Reconvened Special Stockholders Meeting
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  Date:   Wednesday, September 27, 2006   
      
  Time:   1 p.m. ET   
             What’s This?
  Location:  

SAIC Conference Center

1710 SAIC Drive, McLean, VA.,

or

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The purpose of the reconvened Special Stockholders Meeting is to provide the opportunity to vote on proposals described in the SAIC Proxy Statement. Stockholders of the company will be asked to consider and vote upon:

 

1.      A proposal to approve and adopt a merger, the purpose of which is to facilitate our becoming a publicly traded company.

 

2.      A proposal to approve and adopt the 2006 Equity Incentive Plan.

 

3.      A proposal to approve and adopt the 2006 Employee Stock Purchase Plan.

 

4.      Any other business as may properly come before the special meeting, or any adjournments, postponements or continuations thereof.

 

For more information on the proposals, please read the SAIC Proxy Statement and the Proxy Supplement.

 
  Who is entitled to vote at the reconvened special meeting?
 

 

Stockholders of record as of the close of business on July 7, 2006 are entitled to notice of, and to vote at, the reconvened special meeting, even if they did not submit a proxy or voting instructions for the August 29, 2006 meeting.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


     How do stockholders vote?
  

 

Voting instructions are set forth in the SAIC Proxy Statement and the Proxy Supplement.

    
   If I already submitted my proxy for the Special Meeting scheduled for August 29, 2006 do I need to vote again?
  

 

If you already have voted and do not wish to change your vote, your initial vote will be counted and you do not need to do anything further.

    
   How were the Proxy Statements delivered?
  

 

Proxy Statements and the Proxy Supplement for the special meeting have been sent to all stockholders of record as of July 7, 2006 by either mail or email. If you have not yet received your proxy materials, please contact SAIC’s Legal Department at onlineproxy@saic.com.

    
   Who can attend the reconvened Special Meeting?
  

 

Any SAIC stockholder can attend the reconvened special meeting.

    
   How do stockholders attend the reconvened Special Meeting?
  

 

SAIC stockholders can attend the reconvened special meeting in person at the SAIC Conference Center, 1710 SAIC Drive, McLean, Virginia. For the convenience of stockholders, the meeting also will be videocast to the locations listed below and will be webcast on our website (www.saic.com) and on our internal website, ISSAIC. The link to the webcast is located in the “Location” section at the top of this page and will be activated at 12:30 p.m. ET on the day of the special meeting. In addition, stockholders may listen to the audio teleconference by dialing 1-800-366-7242. The passcode is 92706.

    
   The multicast will be broadcast at the following video teleconference locations:
     
   Video Teleconference Locations
   Location    Building    Room   

VTC

Contact

  

Meeting

Room

Contact

   Abingdon, MD   

3465

Boxville Corp. Center Dr.

   Main Conf.    Doug Shell    Andrew Steigauf


     Albuquerque, N.M.    6200 Uptown Blvd.    1st Floor Conf. Room    Martin Ortiz    Martin Ortiz
  

 

Campus Point San Diego, CA

  

 

4242 Campus Point Ct.

  

 

1203

  

 

Dennis Campbell

  

 

Kristy Heller

  

 

Columbia, MD

  

 

7080 Columbia Gate Way

  

 

Meade Rm.

  

 

Matt Miller

  

 

Cindy Halloran

  

 

Fredrick, MD

  

 

Bldg. 549

  

 

Conf. Rm. A

  

 

Susan Skidmore

  

 

Susan Skidmore

  

 

Huntsville, AL

  

 

6725 Odyssey Drive

  

 

Patriot Rm.

  

 

Bill Parker

  

 

Bill Parker

  

 

McLean, VA

  

 

1710 SAIC Dr.

  

 

Cafeteria

  

 

Jonathan Rode

  

 

Chanta Goode

  

 

Lenexa, KS

  

 

16805 College Blvd.

  

 

Rm. 136

  

 

Hatti Stankiewicz

  

 

Hatti Stankiewicz

  

 

Oakridge, TN

  

 

301 Laboratory Road

  

 

Rm. 1096

  

 

Randy Halloway

  

 

Randy Halloway

  

 

Orlando, FL

  

 

12901 Science Dr.

  

 

1010

  

 

Tommy Smith

  

 

Tommy Smith

  

 

Vienna, VA

  

 

7990 Science Applications Ct.

  

 

Rm. 3358 B/ FCS Room

  

 

J.C. Rausch

  

 

J.C. Rausch

  

 

Virginia Beach, VA

  

 

2829 Guardian Lane

  

 

Main/Chicago Room

  

 

Ryan Henry

  

 

Ryan Henry

    
  

Where can I find more information about the reconvened Special Meeting?

 

More information can be found in the SAIC Proxy Statement and the Proxy Supplement. In addition, additional Supplemental Q&A regarding the reconvened special meeting are available on the Questions & Answers page.


  

Forward-looking Statements

 

This communication may contain forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Any such forward-looking statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, achievements or benefits to be materially different from any future results, levels of activity, performance, achievements or benefits expressed or implied by such forward-looking statements. As a result of these risks, uncertainties and other factors, readers are cautioned not to place undue reliance on any forward-looking statements included in this communication. These risks, uncertainties and factors are discussed in the filings of Science Applications International Corporation and SAIC, Inc. with the SEC, which are available without charge at the SEC’s internet site at http://www.sec.gov. The forward-looking statements speak only as of the date made. Neither Science Applications International Corporation nor SAIC, Inc. assume any obligation to update any forward-looking statements to reflect events or circumstances arising after the date as of which they are made or to conform such statements to actual results.

  
   Additional Information and Where to Find It
  

 

More detailed information pertaining to the merger and related proposals of Science Applications International Corporation will be set forth in appropriate filings that have been and will be made with the SEC, including the proxy statement/prospectus contained in the registration statement on Form S-4 filed by SAIC, Inc. concerning the proposed merger and related proposals. We urge stockholders to read such documents that are or may be filed with the SEC when they are available because they will contain important information about the proposed merger and related proposals. Stockholders will be able to obtain a free copy of any filings, containing information about Science Applications International Corporation or SAIC, Inc., without charge, at the SEC’s internet site at http://www.sec.gov. Copies of any filings by Science Applications International Corporation or SAIC, Inc. can also be obtained, without charge, by directing a request in writing to Science Applications International Corporation, 10260 Campus Point Drive, M/S F-3, San Diego, California 92121, Attention: General Counsel or by email to SECfilings@saic.com.

  
   This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
  
   Participants in the Solicitation
  

 

Science Applications International Corporation, SAIC, Inc. and their respective directors and executive officers may be deemed, under the SEC’s rules, to be participants in the solicitation of proxies from the stockholders of Science Applications International Corporation in connection with the proposed merger and related proposals. The names of the directors and executive officers of Science Applications International Corporation and SAIC, Inc. and their interests, direct or indirect, by security holdings or otherwise, in the proposed merger and related proposals are contained in the proxy statement/prospectus contained in a registration statement on Form S-4 filed by SAIC, Inc., which may be obtained without charge at the SEC’s internet site at http://www.sec.gov, or by directing a request in writing to Science Applications International Corporation, 10260 Campus Point Drive, M/S F-3, San Diego, California 92121, Attention: General Counsel or by email to SECfilings@saic.com.

 

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