Securities Exchange Act of 1934
Rule 12g-3

April 27, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings defined in your letter.

• The Division will not recommend enforcement action to the Commission if SAIC and Science Applications, in reliance on your opinion of counsel that the Merger is not required to be registered under the Securities Act, effect the Merger without registration under the Securities Act;
   
• The Merger will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act and the Company will be a “large accelerated filer” for purposes of Rule 12b-2 under the Exchange Act;
   
• The Company may take into account SAIC’s reporting history under the Exchange Act in determining its eligibility to use Form S-3. SAIC’s reporting history under the Exchange Act also may be used in determining whether the Company “satisfies the registrant requirements for use of Form S-3” within the meaning of Form S-8;
   
• The Division will not object if the Company, as successor to SAIC, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the SAIC Registration Statements, provided that the Company adopts the SAIC Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act;
   
• SAIC’s Exchange Act reporting history may be taken into account when determining the Company’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act;
   
• Average weekly reported trading volume in SAIC common stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e);
   
• The actions to be taken by the Company to assume the SAIC Equity Plans do not constitute actions that require the disclosure of information required by Item 10 of Schedule 14A;
   
• The Company may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) of the Securities Act; and
   
• SAIC may comply with the form and manner of delivery of proxy materials described in Rule 14a-16 of the Exchange Act with respect to the proxy materials used to solicit proxies for the approval of the Merger by the stockholders of SAIC.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/saic042712-12g3.htm