0001193125-13-363440.txt : 201309110001193125-13-363440.hdr.sgml : 2013091120130911074703ACCESSION NUMBER:0001193125-13-363440CONFORMED SUBMISSION TYPE:8-KPUBLIC DOCUMENT COUNT:52CONFORMED PERIOD OF REPORT:20130911ITEM INFORMATION:Regulation FD DisclosureITEM INFORMATION:Financial Statements and ExhibitsFILED AS OF DATE:20130911DATE AS OF CHANGE:20130911

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:SAIC Gemini, Inc.CENTRAL INDEX KEY:0001571123STANDARD INDUSTRIAL CLASSIFICATION:SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]IRS NUMBER:461932921STATE OF INCORPORATION:DEFISCAL YEAR END:0131

FILING VALUES:FORM TYPE:8-KSEC ACT:1934 ActSEC FILE NUMBER:001-35832FILM NUMBER:131089966

BUSINESS ADDRESS:STREET 1:1710 SAIC DRIVECITY:MCLEANSTATE:VAZIP:22102BUSINESS PHONE:703-676-4300

MAIL ADDRESS:STREET 1:1710 SAIC DRIVECITY:MCLEANSTATE:VAZIP:22102

8-K1d596006d8k.htmFORM 8-K

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September11, 2013

SAIC GEMINI, INC.

(Exact name of registrant as specified in its charter)

DELAWARE001-3583246-1932921

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1710 SAIC Drive, McLean, Virginia22102

(Address of Principal Executive Offices)(Zip Code)

Registrants telephone number, including area code: (703)676-4300

N/A

(Former name orformer address if changed since last report.)

Check the appropriate box belowif 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 Rule425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item7.01.Other Events.

Management of SAIC, Inc. (to be renamed Leidos Holdings, Inc.(Leidos)) and SAIC Gemini, Inc. (New SAIC) will hold a joint Investor Day at the Waldorf Astoria Hotel in New York City on September11, 2013, beginning at approximately 8:25 a.m. Eastern to discuss the upcomingseparation of Leidos and New SAIC. A live video broadcast of the event along with presentation materials will be available to the public through links on the Investor Relations section of the SAIC website at http://Investors.SAIC.com.

A copy of the investor presentation materials relating to New SAIC is furnished as Exhibit 99.1 to this report.

The information contained in this report, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section18of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Actof 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section9 FinancialStatements and Exhibits

Item9.01.Financial Statements and Exhibits.

(d) EXHIBITS

Exhibit
Number

Title

99.1Investor Presentation Materials.

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 bythe undersigned hereunto duly authorized.

SAIC GEMINI, INC.

By:

/s/ Paul H. Greiner

Name:Paul H. Greiner

Title:Senior Vice President and Secretary

Dated: September 11, 2013

EX-99.12d596006dex991.htmEXHIBIT 99.1

Exhibit 99.1

Investor Day PresentationSeptember 11, 2013

SAIC.comSAIC. All rights reserved.V127 12noonForward-Looking StatementsCertain statements in this presentation contain or are based on"forward-looking" information within the meaning of the Private Litigation Reform Act of 1995. In some cases,youcanidentifyforward-lookingstatementsbywordssuchas"expects,""intends,""plans,""anticipates,""believes,""estimates,andsimilarwordsorphrases. Forward-looking statements in this presentation include, among others: ourintent to separate into two independent publicly traded companies as a result of the proposed spin-off; revenue, growth and cost-efficiency expectations forthe two independent companies following the spin-off; the expectation that the spin-off will be tax-free;statementsregardingtheresources,potential,priorities,competitivepositioningandopportunitiesfortheindependentcompaniesfollowingthespin-off; expectations about future dividends and the timing of the proposedtransaction. These statements reflect our belief and assumptions as tofuture events that may not prove to be accurate. Actual performance and results may differ materially fromthe forward-looking statements made in this presentation depending on a variety of factors, including, but not limited to: failure to obtain necessary regulatoryapprovals or to satisfy any of the other conditions to the proposed spin-off; adverse effects on the market price of our common stock and on our operating results because of afailure to complete the proposed spin-off; failure to realize the expected benefits of the proposed spin-off; negative effects of announcement or consummation of theproposed spin-off on the market price of the companys common stock; significant transaction costs and/or unknown liabilities; general economic and businessconditions that affect the companies in connection with the proposed spin-off; unanticipated expenses such as litigation or legal settlement expenses; changesin capital market conditions that may affect proposed debt financing; the impact of the proposed spin-off on the Companys or the newly formed companysemployees, customers and suppliers; disruption to business operations as a result of the proposed transaction; the inability to retain key personnel; and the inability of thecompanies to operate independently following the spin-off. The proposed spin-off will be subject to customary regulatory approvals, the receipt of a tax opinion from counsel,the execution of intercompany agreements, finalization of the capital structure of the two corporations, final approval of the SAIC board and other customary matters. These are only some of the factors that may affect theforward-looking statements contained in this presentation. For further information concerning risks and uncertainties associated with our business, please refer to the filings we makefrom time to time on behalf of SAIC,Inc. and SAIC Gemini Inc. with the U.S. Securities and Exchange Commission (SEC), including the "Risk Factors,""Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Legal Proceedings" sections of the Registration Statement on Form 10 of SAICGemini, Inc., and any amendment thereto, which may be viewed or obtained through the SECs website, www.sec.gov.AllinformationinthispresentationisasofSeptember4,2013.TheCompanyexpresslydisclaimsanydutytoupdatetheforward-lookingstatementprovidedinthis presentation to reflect subsequent events, actual results or changes in theCompany's expectations. The Company also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analystsor others. 2

SAIC.comSAIC. All rights reserved.SAIC Investor Day Wednesday, September 11StartStopDuration(mins)Topic1:301:355Opening Remarks and Introductions: Paul Levi, Investor Relations &Treasurer 1:352:1540Introduction and Company Overview: Tony Moraco, Chief ExecutiveOfficer (CEO)2:152:4530Enterprise Information Technology & Technical and Engineering:Nazzic Keene, Sector President 2:453:0015Break3:003:3030Financial Highlights: John Hartley, (CFO)3:303:4515Closing Remarks: Tony Moraco, (CEO)3:454:3045Questions and Answers: Tony Moraco, Nazzic Keene, and John Hartley3

SAIC.comSAIC. All rights reserved.V127 12noonTransaction Overview

On September 27, 2013, the Parent (to be renamed Leidos Holdings, Inc.) plansto spin-off the technical engineering and enterprise informationtechnology business The IRS issued a favorable ruling as to the tax-free nature of thetransaction Distributing CompanySAIC,Inc(NYSE:SAI)changing to---LeidosHoldings,Inc.(NYSE:LDOS)Distributed CompanyScience Applications International CorporationTickerSAICExchangeNYSEDistribution RatioOne share of SAIC for each 7 shares of SAIExpected SAIC Shares Outstanding~ 49 millionDividend PolicySAICcurrentlyintendstopayaninitialdividendof$0.28(1)perquarteronitscommon stockCapital Structure$226 million Cash$200 million Revolving Credit Facility$500 million Term Loan

Expected Key Dates-When-Issued Trading Begins:September 16, 2013-Distribution Date:September 27, 2013 (11:59 PM/ET)-Distribution Record Date:September 19, 2013-Regular Way Trading Begins:September 30, 20134(1)Dividend adjusted for share distribution ratio

Company OverviewChief Executive Officer Tony Moraco

SAIC Overview

Leading technology integratorspecializing in technical engineeringand enterprise IT services to theU.S. G