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EX-3.1 - AMENDED AND RESTATED BYLAWS - Science Applications International Corpsaic-ex31_7.htm

 

 

 

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): June 7, 2017

 

Science Applications International Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Delaware

 

001-35832

 

46-1932921

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

12010 Sunset Hills Road, Reston, Virginia, 20190

(Address of Principal Executive Offices) (Zip Code)

(703) 676-4300

Registrant’s telephone number, including area code

1710 SAIC Drive, McLean, Virginia 22102

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 7, 2017, the Board of Directors (the “Board”) of Science Applications International Corporation (the “Company”) approved amendments to the Amended and Restated Bylaws of the Company (the “Bylaws”) effective as of that date in order (i) to remove reference to the address of the Company’s prior principal office in Article I, Section 1.02 of the Bylaws, and (ii) to clarify the Board’s authority with respect to the determination of the fiscal year of the Company in Article VII, Section 7.03 of the Bylaws (collectively, the “Amendments”).  Other than the Amendments, there were no other changes to the Bylaws.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, as amended through June 7, 2017, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

 

 

 

Exhibit
Number

  

Description of Exhibit

 

 

3.1

  

Amended and Restated Bylaws of Science Applications International Corporation, as amended through June 7, 2017.

 

 


 

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.

Date: June 8, 2017

Science Applications International Corporation

 

 

 

 

By:

 

/s/ Steven G. Mahon

 

 

Steven G. Mahon

 

 

Executive Vice President, General Counsel and Corporate Secretary